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ALL SCRIPTS




                                     BURLESQUE



                                    Written by

                                   Steven Antin



                                                             2/20/09

                         

          TITLE SEQUENCE OVER MUSIC
          A series of tight CLOSE-UP shots of dancers moving in high
          energy fast paced sexy choreography. Very provocative. Legs.
          Arms. Butts. Boas. Sequins. Costumes. High heels. A
          kaleidoscope of images and colors.

          END TITLES ON A BLACK SCREEN
          FADE IN sounds of PEOPLE TALKING -- GLASSES CLINKING -- all
          the BACKGROUND SOUNDS of a BUSY, HIP NIGHTCLUB. SUDDENLY.. .a
          loud DRUM ROLL.
          CAMERA is low, moving through BACKSTAGE, passing CURTAINS and
          the WINGS, flying out onto a shiny black STAGE awash in
          light. PUSH IN on FOOTLIGHTS which are now blinding us,
          blasting into camera as they form the word...

                         BURLESQUE
          DRUM ROLL ends with a CYMBAL CRASH. The SCREEN goes BLACK.
          Then we hear an opening MUSIC "INTRO", a bawdy QUARTET.
          EXTREME CLOSE UP: RED LUSCIOUS LIPS... speaking directly into
          CAMERA in a smoky, sultry voice.

                         TESS
          Once upon a time ...a long, looong
          time ago... there was a good little
          girl...and they called her...
          REVEAL ...TESS. A stunner with impossibly long lashes,
          theatrical make-up and a sequined, skin-tight band-aid of a
          dress. She works the tight stage of the club, toying with
          the AUDIENCE.

                         TESS (CONT'D)
          Burlesque.
          MUSIC BLARES from a HOT YOUNG BUMPER BAND -- sax, drums, bass
          -- wearing bowler hats, suspenders and lots of ink. The
          crowd HOOTS. Lame streamers EXPLODE from the stage.

                         TESS (CONT'D)
          Some say she up and died-of
          neglect. Abandonment.

                         (WHISPER)
          .old age.
          The club's red booths are about half-full with a hip crowd.
          Walls cluttered with photos. Celebrities tucked in shadows.

                         

                         

                         

                         

          2.

                         TESS (CONT'D)
          But I say...no matter how hard you
          try, you can't keep a good girl
          down. And I've got a bevy of 'em.

          INT. BACKSTAGE DRESSING ROOM - CONTINUOUS

          A DOZEN gorgeous, leggy GIRLS fight for the mirror. Miles of
          skin. Heavy make-up. Lashes. Boobs. Butts. Fishnets.
          Boas. And SEQUINS. Oceans of them. It's definitely
          decadent. Completely cabaret.

          TESS (O.S.)
          Come to think of it, none of them
          are all that good, which isn't all
          that bad...
          SEAN (31), a cute gay guy with an armful of accessories
          pushes his way through the girls and in a blur, tightens a
          corset, tosses a boa, adjusts a garter just so.

          TESS (O.S.) (CONT'D)
          Eight shows a week. Sixteen
          gorgeous girls. Thirty-two towers
          of luscious legs...

          BACK ON TESS --
          Behind her, our GIRLS slink onto the stage one by one.

                         TESS (CONT'D)
          Say hello to Scarlett. Jesse.
          Anna. Coco-puff. And Georgie-Girl.
          The girls gather at the edge of the stage, lit by footlights,
          moving in place to the beat of the INTRO MUSIC. Hips sway.
          Fingers snap. Tess weaves playfully between them.

                         TESS (CONT'D)
          All of them the creme-de la creme.

                         (CYMBAL CRASH)
          De la creme.
          The girls strike nasty, (but funny) provocative poses, etc...

                         TESS (CONT'D)
          Each one a bastion of bodacious...
          (Coco bends over, peers
          between her legs)
          Elegance.
          TWO GIRLS upside down on chairs NAIL aerial splits.

                         

                         

                         

                         

          3.

                         TESS (CONT'D)
          Not to mention their other...
          (smacks Coco on the ass)
          Ass-ets.
          Coco raises a brow, moves her butt to a LOUD BUMP-AND-GRIND.

                         TESS (CONT'D)
          Welcome to the Burlesque Lounge,
          dead smack in the center of the
          Sunset Strip-- did I say "strip?"
          (cat calls from audience)
          I meant TEASE...
          FOOTLIGHTS FLARE, UPLIGHTING THE GIRLS. They shift their
          weight, hitting the beats with risque moves and hip-thrusts
          as they MOVE DOWNSTAGE suggestively toward the audience to
          the MUSIC...

          EXT. MAIN STREET, GRUNDY, IOWA - NIGHT

          A small, grime-streaked steel town, hanging on by the skin of
          its teeth. Boarded-up storefronts, a run-down A&P. CAMERA
          MOVES past an old sign: WELCOME TO GRUNDY!!! and lands on
          a broken neon sign that reads "DWIG 'S BAR" It flickers so
          you can read the name: DWIGHT'S. Then goes back to DWIG.

          INT. DWIGHT'S BAR - SAME

          Chipped paint. Old beer posters. A few pathetic customers.
          Beer on tap. Pinball standing lonely in the corner.
          A REGULAR drains his beer, tosses down a quarter and starts
          to leave. Someone stops short at the table.

                         ALI
          Uh, excuse me? You forgot
          something.
          He turns. Sees:
          ALI ROSE. One hand holding a bar rag, the other planted on
          her hip. Ali has a look that's all her own: short shorts,
          white platform sandals, hair piled up high, more make-up than
          the rest of Grundy's women combined. She's young -- 22 --
          but has a confidence that's got nothing to do with age.

                         REGULAR
          No, that's your tip.

                         

                         

                         

                         

          4.

                         ALI
          Huh. See, now that's interesting --
          you and I must do math completely
          differently, cause me? I start with
          the six beers I brought you, add
          the four spills I cleaned up, the
          five times I refilled your peanuts,
          plus the three times you
          "accidentally" touched my ass, then
          I tack on lying to your wife when
          she called looking for you, twice,
          and I come up with a sum that's a
          hell of a lot more than twenty-five
          cents.
          Before the Regular can respond, Ali is joined by LORETTA --
          30's wearing every one of those years hard.

                         LORETTA
          She's just teasing, Ike. You go on
          home now, and tell Kay I said hi.
          The Regular leaves. Loretta picks up the quarter.

                         LORETTA (CONT'D)
          It's better than nothing.

                         ALI
          Nothin's cheap. A quarter's an
          insult.

                         LORETTA
          It'll cover half a load down at the
          Spanky Clean.

                         ALI
          There's only one thing a quarter is
          good for.
          Ali takes the quarter and heads to the back of the room,
          passing a GEEZER who's sitting by himself, drinking alone.

                         LORETTA
          Oh no, hon, now you know how Dwight
          feels about that.

                         ALI
          Dwight isn't here.
          Ali stops in front of the rinky-dink karaoke machine.

                         LORETTA
          He could come back any minute.

                         

                         

                         

                         

          5.

                         ALI
          Tough. I'm not working here for the
          tips Loretta.
          She pops the quarter into the machine and chooses a song.
          She picks up the microphone and, after a few opening beats,
          starts singing ETTA JAMES'S "SOMETHING'S GOT A HOLD ON ME".

                         ALI (CONT'D)

          OOOOOOOOOH, SOMETIMES I GET A GOOD

          FEELING, Y-E-A-H
          And now we see where the confidence comes from. She's got a
          voice that's way too big for this town-- the kind that
          reaches way down inside you and rattles things loose.
          WE HEAR the same song continue as we INTERCUT with:

          INT. BURLESQUE LOUNGE - ON STAGE - NIGHT

          The Girls undulate at the footlights as they sing the chorus:

                         BURLESQUE GIRLS

          YEEEEEEEEAAAAAAAHHHHHH...

                         WE INTERCUT:
          IN DWIGHT'S BAR, Ali is belting now. Loretta is torn between
          enjoying listening and watching the door for Dwight.

                         ALI

          I GET A FEELING THAT I NEVER,

          NEVER, NEVER HAD BEFORE, NO, NO ...
          ON THE BURLESQUE STAGE the Girls belt out a raucous chorus.

                         BURLESQUE GIRLS

          YEEEEEEEEAAAAAAAHHHHHH...
          As other ENTERTAINERS appear onstage:

                         TESS
          The insatiable La Puccini Triplets!
          Death-defying daredevils Missy and
          Kitten DeVille! The Countess of
          contortion, Eva Destruction! And
          how about a little love for those
          bad boys of burlesque, our naughty-
          bawdy bumber band!
          THE TATTOOED BAND blares as the troupe kicks in unison

                         

                         

                         

                         

          6.
          IN DWIGHT'S BAR, Ali sings, with a powerful vocal quality
          reminiscent of Etta James, Sarah Vaughn, Billy Holiday.

                         ALI

          I JUST WANT TO TELL YOU RIGHT NOW,

          THAT, OOOH ...
          ON THE BURLESQUE STAGE, the GIRLS and the BAND, loud and
          bawdy.

                         BURLESQUE GIRLS

          OOOOOOOOOOOHHHHHHH!!
          IN DWIGHT'S BAR, Ali, letting loose now. Wailing.

                         ALI

          I BELIEVE, I REALLY DO BELIEVE THAT

          SOMETHING'S GOT A HOLD ON ME,

          YEAH.
          ON THE BURLESQUE STAGE, the BURLESQUE GIRLS move in a line
          toward the audience, confident, sexy. The BARTENDERS,
          WAITRESSES and people working at the club sing along.

                         ALL

          OH ... IT MUST BE LOVE!

                         BARTENDERS

          BA-DA, BA-DA, BA-DA:
          IN DWIGHT'S BAR, Ali, letting it rip. The Geezer sips his
          beer, unmoved.

                         ALI

          I'VE GOT A FEELING, I FEEL SO

          STRANGE. EVERYTHING ABOUT ME SEEMS

          TO HAVE CHANGED, STEP BY STEP, I

          GOT A BRAND NEW WALK, EVEN SOUND

          SWEETER WHEN I TALK. I SAID, OH.
          ON THE BURLESQUE STAGE, The Girls.

                         BURLESQUE GIRLS

          OOOOH.
          IN DWIGHT'S BAR, Ali.

                         ALI

          OOOH. HEY BABY, IT MUST BE LOVE!
          ON THE BURLESQUE STAGE, The Girls form a line.

                         

                         

                         

                         

          7.

                         BURLESQUE GIRLS

          YOU KNOW IT MUST BE LOVE.
          IN DWIGHT'S BAR, Ali sings.

                         ALI

          YOU KNOW IT WALK LIKE LOVE. IT TALK

          LIKE LOVE. IN THE MIDDLE OF THE

          NIGHT, MAKE ME FEEL ALRIGHT:
          IN THE BURLESQUE LOUNGE, The Girls, Tess, the other
          Entertainers, Busboys, Waitresses, Bartenders and entire
          company do a BIG FINISH.

                         ALL

          BA-DA, BA-DA, BA-DA, BA-DA!
          IN DWIGHT'S BAR, Ali finishes the song. Loretta CLAPS. The
          Geezer, unimpressed, gets up and leaves.

                         LORETTA
          People around here wouldn't know
          talent if it bit 'em in the
          Danglies. Where you gotta go is Des
          Moines. They got karaoke bars
          where you can win a hundred bucks a
          night.

                         ALI
          Loretta-- when I get out of this
          butt-hole of a town, I sure as shit
          won't be heading for Des Moines.
          She hops up onto the bar, spins around on her butt, one leg
          up in the air like a Varga girl, then hops down on the other
          side then gets back to work.

          INT. BURLESQUE LOUNGE - BACKSTAGE - NIGHT

          The audience is still applauding as the Performers crowd into
          the backstage area, squeezing past the Puccini Triplets
          preparing their act.
          Tess comes off stage and bumrushes Sean.

                         TESS
          Where the hell is Nikki?

                         SEAN
          Rehab, if there's a God.
          The BACKSTAGE DOOR BURSTS OPEN revealing--

                         

                         

                         

                         

          8.

                         NIKKI
          I heard that.
          Nikki, a stunning, feisty brunette, sashays in--

                         TESS
          Jesus, Nikki, you're later than
          Georgia's period! Where were you?

                         NIKKI
          Weave, wax, paws and claws.
          She drops her bag, quickly peels her clothes off, holds out
          her arms as Sean slips her corset onto her--
          Tess eyes Nikki's body--

                         TESS
          Hold it right there. Weigh in.
          Nikki unwillingly steps on the scale. Tess shakes her head.

                         TESS (CONT'D)
          Put on five pounds or I bump you.
          Nikki protests as Sean double-takes at Georgia -- who FLITS
          BY with a slightly protruding belly.

          EXT. TRAILER PARK - IOWA - NIGHT

          Ali winds her way through the trailers, carrying a bag of
          take-out, with a swing in her step -- moving to music playing
          in her head. She reaches a double-wide, lets herself in.

                         ALI
          Nanna? Got your pot roast here!

          INT. ALI'S TRAILER - NIGHT

          TV noise. She comes in, kicks off her heels.

                         ALI
          They were out of steak fries, so I
          got you some of those...
          Then she stops in her tracks. Nanna -- 80's, housecoat,
          oxygen tank -- is slumped in her chair. The TV remote is on
          the floor. "ENTERTAINMENT TONIGHT" is blaring.

                         ALI (CONT'D)
          Nanna?

                         

                         

                         

                         

          9.

          EXT. CEMETERY - IOWA - DAY

           Loretta and Ali, at the grave with a MINISTER who looks to be
          about 17. A CEMETERY WORKER is nearby, picking his teeth
          with a toothpick.

                         YOUNG MINISTER
          Dear Lord, we gather here today not
          to mourn, but to celebrate the life
          of Alison Rose.

                         ALI
          Arlene.

                         YOUNG MINISTER
          What?

                         ALI
          She's Arlene. I'm Alison.

                         YOUNG MINISTER
          Oh, shit.
          (then, befuddled)
          Can I start over?
          Ali rolls her eyes.

          LATER,
          The Minister and the Cemetery worker walk away, leaving Ali
          and Loretta alone.

                         LORETTA
          You were real good to her, Ali.

                         ALI
          No, she was good to me.
          She rearranges the flowers resting on the plot, fixing it up.

                         ALI (CONT'D)
          And she wasn't even my real Nanna.

                         LORETTA
          What...?

                         ALI
          Foster care. She took me in for the
          checks. When I turned eighteen, the
          money stopped coming. She could've
          kicked me out, but she didn't.

                         (BEAT)

                         (MORE)

                         

                         

                         

                         

          10.

                         ALI (CONT'D)
          She had a lot of pain at the end.
          Nothing she talked about, but I
          could tell.

                         LORETTA
          Well, then I guess this is a
          blessing. Now she's free.
          ON ALI, thinking realizing:

                         ALI
           (talking about herself)
          Yeah. I guess she is.

          INT. ALI'S TRAILER - DAY

          Nanna's clothes - mostly flowered housedresses -- are folded
          in paper bags. Her belongings are stacked up in the corner.
          CLOSE ON ALI'S MATTRESS, as she pulls a WAD OF CASH out from
          under it.

          HEAR MUSIC OVER: "HONEY ROCK."

          INT. BURLESQUE LOUNGE - ON STAGE - NIGHT

           Nikki leads a GROUP OF GIRLS in a raucous routine to "HONEY
          ROCK". Very Moulin Rouge.

                         BURLESQUE GIRLS

                         HONEY:::
          In the wings, Tess watches with Sean.

                         TESS
          Girls look good tonight.

                         SEAN
          Amazing what a pink spotlight can
          do. Hides more cellulite than a
          burka.

                         BURLESQUE GIRLS

          GO, HONEY, GO!..'

          INT. ALI'S TRAILER - DAY

           MOVE IN ON ALI, as she counts the money. Shit. Not enough.
          Then she looks around the trailer and realizes - tough shit.
          Stuffs the money in a pocket, then pulls out a suitcase.

                         

                         

                         

                         

          11.

          INT. BURLESQUE LOUNGE - ON STAGE - NIGHT

          The Burlesque Girls tease the crowd.

                         BURLESQUE GIRLS

          GO, HONEY, GO!..'

          INT. ALI'S TRAILER - DAY

          THE SUITCASE, as Ali throws in her belongings. When it's
          full, she grabs a stack of records -- Jazz and Soul -- tries
          to fit them into the suitcase, but it won't close. She picks
          one: ETTA JAMES. She sticks it in the suitcase and zips it
          up.

          INT. BURLESQUE LOUNGE - NIGHT


                         BURLESQUE GIRLS

          OH, HONEY!

          INT. ALI'S TRAILER - DAY

          Ali reaches into a drawer, pulls out a FRAMED PHOTO of A
          YOUNG WOMAN, 20's, short dress, heavy make-up, holding hands
          with a 7-year-old girl. Ali slips it into the suitcase
          pocket. She takes one last look around the trailer.

          BURLESQUE GIRLS (O.S.)

          GO, HONEY, GO!..'

          EXT. GRUNDY MAIN STRIP - DAY

           CLOSE ON ALI'S WHITE PLATFORMS, strutting down the street.

          INT. DWIGHT'S BAR - DAY - MUSIC FADES OUT

          Ali enters. DWIGHT is at the bar: 50's, beer gut, humorless.

                         DWIGHT
          You're three days late.

                         ALI
          I had a death in the family.

                         

                         

                         

                         

          12.

                         DWIGHT
          And what, people stop drinking
          cause your grandma died? Get your
          apron and get to work.

                         ALI
          I'm not here to work. I'm leaving.

                         LORETTA
          You are?

                         ALI
          Yeah.

                         (TO DWIGHT)
          I just came for my back pay.

                         DWIGHT
          Payday's the end of the month.

                         ALI
          But, I won't be here then. And you
          owe me for three weeks.

                         DWIGHT
          I don't owe anyone anything till
          the end of the month.
          Ali sets down her suitcase and marches over to him.

                         ALI
          You know what, Dwight? Contrary to
          what you've been told, there's no
          law in Grundy that says you have to
          spend every waking minute being a
          tight-fisted, cheap-ass prick --

                         LORETTA
          (trying to intercede)
          Ooh, hon, I'm not sure that
          particular approach is gonna --

                         ALI
          I've spent three years of my life

                         HERE--

                         DWIGHT
          --And you'll probably spend another
          three. You want to quit? Good
          riddance. I'll replace you before
          you hit the county line, but I sure
          ain't gonna pay for the privilege.
          He walks out the back door, slamming it behind him.

                         

                         

                         

                         

          13.
          ANGLE ON: THE CASH REGISTER. Ali opens the drawer, pulls out
          a wad of cash. Peering out back to make sure Dwight isn't
          coming in, Ali counts out some money.

                         LORETTA
          What are you doing?

                         ALI
          I'm only taking what he owes me.

                         (THEN)
          How much was that bike you been
          wanting for little Keith?
          Ali STUFFS a few TWENTIES into Loretta's apron-- pockets the
          rest.

                         LORETTA
          Ali-- where are you gonna go?

                         ALI
          Somewhere I can breathe. Now gimme
          a hug, I gotta get out of here
          before he gets back.
          Loretta hugs her tight, then looks Ali in the eye, concerned.

                         LORETTA
          You can't just head off into the
          sunset without a plan.

                         ALI

                         (RESOLUTE)
          Watch me.
          Ali gives her one more hug, then grabs her bag and leaves.

          MUSIC BACK UP: "HONEY ROCK"

          EXT. DOWNTOWN GRUNDY - DAY - CARRY MUSIC

          Ali takes off down the street. She passes TWO OLDER WOMEN
          waiting for a bus. A beat as they watch her pass. Then:

                         OLDER WOMAN
          She'll be back.
          As Ali heads off, we HEAR:

                         BURLESQUE GIRLS

          GO, HONEY, GO!..'

                         

                         

                         

                         

          14.

          INT. GREYHOUND BUS STATION - GRUNDY, IOWA - DAY

          Ali is at the ticket counter.

                         ALI
          How much to Los Angeles?

          TICKET BOOTH GUY
          One way or round-trip?

                         ALI
          You're kidding, right?

          INT. BURLESQUE LOUNGE - ON STAGE - NIGHT - CARRY MUSIC

          Cabaret chairs as they DROP FROM THE CEILING. The girls
          CATCH them, SPIN them around, SLAM them down and LAND ON THEM

          IN VARIOUS LAYOUTS.
          IN THE WINGS, Tess hands Sean her corset as she slips into a
          slinky dress. He takes her cigarette holder and grips it
          between his teeth as he zips her in.

                         SEAN
          They're loving you tonight.

                         TESS
          They're loving you.

                         SEAN
          Oh, shucks, I just tell myself I'm
          writing for a big old drag queen.

                         TESS
          Eat me.
          As he heads off with her discarded costume:

                         SEAN
          A big old foul-mouthed drag queen!
          Tess looks in a mirror. As she makes the necessary
          adjustments, VINCE SCALI appears. 35, scruffy-handsome.

                         VINCE
          Good show tonight.
          She glances up, sees him. Gets icy. Goes back to primping.

                         VINCE (CONT'D)
          Too bad the club's half-empty.

                         

                         

                         

                         

          15.

                         TESS
          Half-full.

                         VINCE
          I got another call from Marcus
          Gerber.

                         TESS
          And you told him we weren't
          selling.

                         VINCE
          He wants to raise his offer. I
          told him we'd hear him out.
          Tess spins around, looking him in the eye for the first time.

                         TESS
          Vince, I don't care what the number
          is; the only way Marcus Gerber will
          get this club from me is by prying
          it out of my cold, dead, heavily-
          jeweled fingers.
          She pivots away and sweeps into the club.

                         BURLESQUE GIRLS

          OH, HONEY!!.
          Big finish, the number on stage ends.

          INT. GREYHOUND BUS - NIGHT

           Ali's on the bus, in a seat by herself. A LITTLE GIRL in
          front of her is peering over the chair, watching Ali. Ali
          smiles at her. The Little Girl's mother notices, gets the
          girl to sit down by tickling her.
          Ali unzips the pocket on her suitcase, takes out the FRAMED
          PHOTO of the mom and girl, looks at it. Then she looks out
          the window and watches America fly by as DAY TURNS TO NIGHT.

          EXT. CITY FREEWAY - DAY - THE BUS - SPEEDING BY

          Over which we HEAR someone channel surfing radio static--

          INT. BUS - SAME

          Ali sits with her radio headset, searching stations as...

                         

                         

                         

                         

          16.

                         RADIO
          102.7 KIIS FM. Broadcasting from
          Hollywood and Vine...
          Ali perks up-- looks out the window as the bus rounds a bend
          and... THE HOLLYWOOD SIGN comes into view. NEW MUSIC UP:

          EXT. STREET - HOLLYWOOD BLVD. DAY - CARRY MUSIC

          The rush of tourists and traffic. Through a sea of people
          moving down the crowded sidewalk we FIND ALI as she emerges
          through the crowd, carrying her bags. Looking around at this
          exciting city. She SPOTS a SHITTY HOTEL with a sign: "$49.00
          a night." She looks up at it. Then heads across the street--

          INT. ALI'S HOLLYWOOD HOTEL ROOM - DAY

          Cramped, dingy carpet, chipped paint. Key in the door. The
          MIDDLE-EASTERN HOTEL MANAGER -- 40's -- leads Ali in,
          pointing out the features of the room, speaking fast in an
          impossibly thick Kurdish accent. Ali nods along, not
          understanding a word. When he stops:

                         ALI
          Okay!

                         (THEN)
          Well. Good luck with that.
          He drops her suitcase on the bed and stands there. Waiting.

                         ALI (CONT'D)
          Oh, hang on.
          She digs into her purse. All she has is twenties. She peels
          one off and holds it out.

                         ALI (CONT'D)
          If I could just get a little --
          But before she can finish, he pockets it, nods and leaves,
          closing the door behind him. To the closed door:

                         ALI (CONT'D)
          -- change.
          She pulls open the blinds, they fall off the wall with a
          CRASH! Ali stares at them. Then she opens the window. The
          SOUNDS OF HOLLYWOOD pour in.
          She digs out her cash, sticks it under the mattress. Then
          she reconsiders.

                         

                         

                         

                         

          17.
          She removes the money, takes a Ziploc bag full of make-up
          from her purse, dumps the make-up onto the bed, seals the
          money up in the Ziploc, and takes it into:
          THE BATHROOM. She lifts the lid of the back toilet tank and
          slips the Ziploc of cash under it, catching the bag in the
          lid as she sets it back down, so it won't fall in.
          She goes back into the main room to find a CALICO CAT sitting
          on the window sill. It MEOWS, hops into the room.

                         ALI (CONT'D)
          Hey. I thought this was a single.
          The cat curls up next to her. She checks his junk.

                         ALI (CONT'D)
          Typical. First guy I meet is
          neutered.

                         (THEN)
          You don't happen to know anyone in
          the music business, do you?

          CLOSE ON "BACKSTAGE WEST" MAGAZINE,
          Ali sips coffee from a paper cup as she reads TRADES and WANT
          ADS spread over the floor. She refills the lid of the cup,
          which the cat laps up.

                         ALI (CONT'D)
          Singer/Actress... Singer/Songwriter
          .Singer/Scuba diver? Perfect.
          ON ANOTHER AD: It says: "SINGER/WAITRESS WANTED." MUSIC UP:

          EXT. THEME RESTAURANT - DAY

          Ali cruises toward the address, dressed in her Iowa best,
          full of confidence. She rounds a corner and sees:

          A LONG LINE OF 165 GORGEOUS, IMPECCABLY GROOMED GIRLS.
          Ali stops in her tracks. Tougher competition than she was
          expecting. She heads for the back of the line, passing girls
          doing vocal warm-ups. One girl is belting out a riveting
          "SOMEWHERE OVER THE RAINBOW". Just as Ali gets in line, the
          door opens and a SKINNY GUY sticks his head out.

                         SKINNY GUY
          Sorry, ladies, that's all the
          applications we're taking today.
          CLOSE ON: an ad: "DANCERS WANTED. PRETTY GIRLS ONLY."

                         

                         

                         

                         

          18.

          INT. ALI'S HOLLYWOOD HOTEL ROOM - MORNING

          Ali circles the ad, sips coffee. Looks at the cat.

                         ALI
          I can dance.

          INT. SEEDY NIGHTCLUB - AFTERNOON

          Ali breezes in-- SEES ...a bunch of stripper poles, seedy
          drunk guys in the audience. She PIVOTS, and walks right back
          out. As she leaves, a DRUNK GUY turns to A SEEDY GUY.

                         DRUNK GUY
          She'll be back.

          CLOSE ON: A FLYER, BEING SNATCHED OFF A BULLETIN BOARD:

          "BACKGROUND SINGERS FOR URBAN GROUP."

          INT. WAITING ROOM - DAY

          Ali enters, full of energy, as 65 hot LATINA and AFRICAN-
          AMERICAN girls in butt-baring, hootchie, hip-hop garb, turn
          in unison and eye her, in her denim shorts and white
          platforms. Not her crowd.

          CLOSE ON: A PEN CIRCLES: "SINGER/DANCERS WANTED FOR TOUR."

          INT. ALI'S HOLLYWOOD HOTEL ROOM - MORNING

          Ali, eyeing the ad, sips a cup of coffee. Looks at the cat.

           EXT. EDGE DANCE STUDIO - DAY

           Ali, dressed like the girls at the video audition: hootchie,
          street -- opens the door to find 30 CLASSICAL BUN-TOPPED
           BALLERINAS stretching, warming up. A Degas painting. They
          turn in unison and eye her. Again, not her crowd.

          EXT. THE CAPITOL RECORDS BUILDING - HOLLYWOOD - DAY

          Gleaming in the California sunshine. Ali stares up at the
          glittering shrine to recording. Takes in the whole swirling,
          crazy scene around her.

                         

                         

                         

                         

          19.

          EXT. SUNSET STRIP - NIGHT

          Ali wanders down the sidewalk chugging an iced latte. The
          Strip hums with SLICK NIGHT LIFE. Expensive cars pull up to
          valets. Hipsters swish past velvet ropes. Ali moves through
          the throngs, alone, anonymous, invisible.
          She passes a CONSTRUCTION SITE for a 15-STORY-TALL BUILDING,
          all lit up, guys working at night. A BUS pulls out, spewing
          exhaust. As the smoke clears, Ali sees, across the street:
          A BEAUTIFUL, STATUESQUE GIRL standing on the landing of a
          fire escape under a street lamp beside a NONDESCRIPT CLUB.
          Ali catches glimpses of her as the Sunset traffic whizzes by:
          full make-up, spangled burlesque costume, impossibly high
          heels, awesome. This is Coco. Coco makes the dirty
          streetlight look like a movie-quality Kleig. Everything about
          her shimmers.
          Intrigued, Ali looks for a break in the traffic and crosses
          the street. As she nears the club, she hears a MAN'S VOICE:

                         ALEXIS
          Like I said, LOOK BUT DON'T TOUCH!
          ALEXIS, drag queen/door whore, also in full costume and make-
          up, TOSSES a GUY out the front door onto the street, then
          heads back inside--
          Ali smiles to herself. Then turns back to look at COCO who
          disappears inside a BACK DOOR as...NIKKI walks out. Lights a
          ciggie. She has on full make-up. Lacquered lips. Lashes like
          peacock feathers. She sees Ali staring.

                         NIKKI
          Didn't your Mama tell you it's not
          polite to stare?

                         ALI
          Sorry, you're just -- so DAMN
          beautiful.

                         NIKKI

                         (WARMING)
          In that case, screw your Mama,
          stare away.
          Nikki strikes a pose, campy, showing Ali her best side. They
          both laugh.

                         AL I
          No one would ever guess.

                         

                         

                         

                         

          20.

                         NIKKI
          What?

                         ALI
          That you're a dude.
          Nikki's face turns to stone. Her eyes widen in horror. Ali
          sees the mistake she made. She's mortified.

                         ALI (CONT'D)
          Oh, shit.

                         NIKKI
          "Shit's" right, you little half-wit

                         TWAT--
          Nikki is about to unleash when the stage door opens.

                         SEAN
          Bitch! You're on!
          Sean grabs her and drags her inside. As he does, a STRAND OF
          CRYSTAL BEADS comes off her costume, falls to the ground.

                         ALI
          I'm really sor--
          The stage door slams shut. Ali picks up the strand of beads.
          Holds them up in the light, watching them shimmer.
          She goes to the front of club, where a smattering of L.A.
          HIPSTERS enter. There's a GLASS DISPLAY CASE full of photos
          of the acts. Ali looks at the pictures of the Girls in their
          elaborate costumes and provocative poses.
          She's unintentionally made her way to the front door. Black
          curtains obscure her view inside. She peers in. HEARS cool
          music emanating. The sounds of a nightclub. Intriguing. She
          ventures inside...

          INT. BURLESQUE LOUNGE - NIGHT

          Ali MOVES down a DIMLY LIT HALLWAY. More beautiful photos of
          women in elaborate costumes, drawings, sketches, paintings
          clutter the walls. Ali follows the photos down the hallway.
          MUFFLED SOUNDS penetrate the darkness: people talking over
          each other, glasses clinking. 1930's Berlin style music.

                         ALEXIS

          I.D.?
          Alexis sits on a stool, glaring down at her.

                         

                         

                         

                         

          21.

                         ALI
          What is this place? A strip club?

                         ALEXIS
          Strip club? Honey, I ought to wash
          your mouth out with Jaegermeister.
          The only pole you'll find in here
          is Natasha the shot girl.
          Ali looks back at the photos.

                         ALEXIS (CONT'D)

                         (IMPATIENT)
          Babycakes, shit or get off the
          throne, I got a club to fill here.
          Ali digs her ID out, hands it over. Alexis scans it --

                         ALEXIS (CONT'D)
          Twenty bucks.
          Ali looks in her wallet. Sees one lone twenty inside. She
          hands it to Alexis. He nods for her to go ahead. Ali
          descends a staircase INTO THE CLUB...
          .and is BOMBARDED by: colors, chaos, laughter, scandal --
          all shimmering, as if someone dunked the place in glitter.
          And over it all, an incredible mash-up of old music with a
          contemporary beat tying it all together.
          Ali ENTERS, rounds a pillar, staring out into the room as a
          SPOTLIGHT finds the stage where half a dozen OSTRICH FANS

                         PART REVEALING--

                         TESS
          Smoother than honey and twice as
          sweet. Each girl lovelier then the
          next. Gentlemen, hold onto your
          hats. Ladies, hold on to your
          gentlemen. We may not have
          windows.. .but we DO have the best
          view on the Sunset Strip!
          MUSIC KICKS IN AS LIGHTS FLARE from the back of the stage,
          where Three Girls stand, backs to the audience, Fosse-style.
          Coco, Georgia, and Nikki strut downstage. Behind them, Girls
          MOVE AND DANCE on cabaret chairs. Totally raunchy, completely
          timeless.

                         

                         

                         

                         

          22.
          The girls hit the beats, turning upside-down on cabaret
          chairs, arched backs, legs reaching upward, bending over,
          asses to the audience, bodies writhing in air-tight
          choreography: thrusting hips, whipping heads, stomping feet.
          Ali watches, exhilarated, as the music builds and SWELLS to a
          full on performance with the entire ensemble--

                         JACK
          Get you a drink?
          She turns. A bartender is watching her watch. JACK - 25,
          punky, dark hair, eyeliner, one arm half-sleeved with tats.

                         ALI
          Only if you're buying.

                         JACK
          (slides her a beer)
          Welcome to L.A.

                         ALI

                         (DISAPPOINTED)
          Is it that obvious?

                         JACK
          You still have that new-car smell.

                         ALI
          Not brand new. But still under
          warranty.

                         JACK
          Where you from?
          She looks back at the stage, mesmerized.

                         ALI
          Iowa.

                         JACK
          Oh, yeah? Kentucky. We're
          practically related.

                         ALI
          I thought you looked familiar.
          He smiles. As Ali sips her free beer, Jack stacks drinks on a
          tray for a DITSY WAITRESS. He slides the tray to her. She
          doesn't notice. He barks at her:

                         JACK
          Hey_. Go.

                         

                         

                         

                         

          23.
          The Waitress picks up the tray -- almost spilling the drinks -
          - then heads off. Ali looks around the place-- wowed...

                         ALI

                         (TO HERSELF)
          Damn...

                         JACK
          They don't build 'em like this in
          Iowa, huh?

                         ALI
          Hell no. I wouldn't have left.
          She stares up at the stage, marvels at the dancers.

                         ALI (CONT'D)
          So tell me -- who does a girl flirt
          with to get from here...
          (points to the stage)
          to there?

                         JACK
          Is this you flirting?

                         ALI
          With someone wearing more eyeliner
          than me?
          He laughs. Points across the club to A DOOR leading
          backstage.

                         JACK
          Ask for Tess. She's your guy. Flirt
          away.
          As she heads off--

                         JACK (CONT'D)
          Hey, Iowa-- use my name.
          He hands her a card. She looks at it:

                         ALI
          Thanks, Jack.
           She smiles, slips it in her cleavage and heads for the door.

          INT. BURLESQUE LOUNGE - BACKSTAGE - CONTINUOUS

          Ali enters into a frenzy. Legs, costumes, boobs, heels,
          eyeliners -- all flying around like a flock of birds.

                         

                         

                         

                         

          24.
          In the middle of the maelstrom sits Tess, at a mirror,
          quietly applying lipstick.

                         ALI
          Excuse me. I'm looking for Tess.

                         TESS
          (glued to the mirror)
          So am I. And sometimes, when the
          lights are dim, and I squint my
          eyes ...I can still see her.
          She switches to mascara. Sean, arms heavy with corsets,
          catches eyes with Ali, nods toward Tess: "that's her." Ali
          steps closer to Tess.

                         ALI
          Hi. I'm a friend of Jack's, and I'm-

                         TESS
          New in town.

                         ALI
          Yes, and I'm--

                         TESS
          Looking for a job.

                         ALI
          Yes, and I--

                         TESS
          Want to perform here.

                         ALI
          Yes.
          Tess glances at Ali in the mirror. Then goes back to her
          mascara, unimpressed. Silence.

                         ALI (CONT'D)
          I'm a singer. A good one.

                         TESS
          This is a dance show.

                         ALI
          I can dance.

                         TESS
          (a quick glance)
          Really? You a professional?

                         

                         

                         

                         

          25.

                         ALI
          I'm a quick study.

                         TESS
          Not on my dime.
          Tess stands, a final check in the mirror. Ali sees her chance

                         SLIPPING AWAY--

                         ALI
          Okay, I get that you're busy so I
          won't waste any more of your time--
          but this place-- I've just never
          seen anything like it before and I
          know I belong here. So, how can I
          be a part of it?

                         TESS
          Twenty bucks at the door can make
          all your dreams come true.
          Tess strides out, not looking back. Ali sees the Girls
          trading glances, amused. She turns and leaves.

          INT. BURLESQUE LOUNGE - NIGHT

          The Bumper Band plays as Ali makes her way back toward the
          bar, dejected. Across the room, the Ditzy Waitress, holding
          an empty tray, flirts with a table of YOUNG HIPSTER GUYS.
          Ali sees ANOTHER TABLE OF CHIC CLUBSTERS trying to get the
          waitress's attention. The Waitress ignores them.
          Ali sees the trays on the end of the bar. She grabs one, goes
          to the TABLE OF CLUBSTERS, clears their empties, takes their
          order. She finds Jack at the bar, unloads the empties.

                         ALI
          One Dewar's neat, one shot of
          Patron, and get this, tough-guy in
          the hat? He wants a Cosmo.
          Jack looks at her, surprised. Impressed.

                         ALI (CONT'D)
          One night. If I'm not 20 times
          better than boobs-for-brains over
          there, you don't have to pay me.

          MUSIC UP: WAGON WHEEL WATUSI

                         

                         

                         

                         

          26.

          ON ALI'S WHITE PLATFORM SANDALS,
          weaving their way through the tables. WIDEN to see she now
          wears a Burlesque Lounge Cocktail Waitress get-up. She
          delivers a heavy tray to a table.
          She heads back to the bar with empties, eyes glued to the
          stage, where Coco and the GIRLS are dancing to "Wagon Wheel
          Watusi." As Ali hits the bar, Coco nails a stunning kick.

                         ALI
          Her leg went behind her head!

                         JACK
          Yeah, Coco's the real deal.

                         ALI
          I want to do that.

                         JACK
          She used to dance with the Joffrey
          Ballet. Nikki sang opera. Eva
          performed with Cirque. Everyone
          here's a pro.
          (slides a tray of drinks)
          And you're on!

          BACKSTAGE,
          Nikki, lined up with the other girls, peers between the
          curtains, spots Ali serving the drinks to a table.

                         NIKKI
          What's she doing here?!

                         (POINTS)
          I want that bitch out. Now.

                         SEAN
          What'd she do to you?

                         NIKKI
          She thought I was a drag queen!
          Stifled giggles from the girls.

                         SEAN
          Can't be the first time THAT'S
          happened.
          Nikki is about to haul off on Sean when the CURTAIN OPENS,
          and WHOOMP!

                         

                         

                         

                         

          27.
          she turns, flashing her best stage smile as she joins Coco
          and the Girls onstage in the sexy, high-energy Fosse-style
          "Wagon Wheel Watusi."
          From the floor, Ali serves drinks, takes care of customers,
          all the while watching the spectacle on stage, mesmerized.

          INT. ALI'S HOLLYWOOD HOTEL ROOM - NIGHT

          The door opens. Ali enters, exhausted, but on Cloud 9,
          singing "TOUGH LOVER" to herself.

                         ALI
          When he kisses me I get a thrill...
          The Cat MEOWS and slinks out from behind the bed. Ali pulls
          the crystal beads out of her pocket

                         ALI (CONT'D)
          And when he does that wiggle I
          can't keep still
          (ties the beads around the

                         CAT'S NECK)
          Cause he's a tough lover.. .

          INT. BURLESQUE LOUNGE - ON STAGE - NIGHT

          "Prince Nez" by Squirell Nut Zippers plays as Eva
          Destruction, dressed as a naughty-sexy ballerina, does a
          bawdy -- and technically flawless -- ballet number on a
          cabaret chair, on pointe.
          ON THE FLOOR, Ali delivers a tray of drinks to a table of
          MUSIC-INDUSTRY GUYS. One of them drops a bill on her tray.

                         ALI
          Thanks.
          She heads back to the bar. As Jack loads her tray up, she
          stuffs her tips into her pocket-- SEES Sean, looking her up
          and down.

                         SEAN
          Okay, girl, time for Sean to give
          you a real tip.
          He ties her shirt up higher, undoes the top few buttons...

                         SEAN (CONT'D)
          You got lips that could suck the
          chrome off a Peterbilt, but that
          matte is about as sexy as a bedpan.

                         

                         

                         

                         

          28.
          As Sean wipes off Ali's lipstick, then whips out a tube of
          lip gloss and paints away, Jack and Ali share a smirk. Sean
          steps back, assesses his work. Pleased.

                         SEAN (CONT'D)
          Now baby, go show 'em what you got.
          He heads off. While Eva performs onstage, Ali delivers the
          drinks to a table of SCENESTERS as Eva winds up her act in a
          flurry of fierce ballet moves, finishing to APPLAUSE as...
          Ali notices someone waving her over. MARCUS GERBER. 31,
          boyishly handsome in jeans and a ringer tee. Gold Rolex,
          status sneakers. Charming. Charismatic.
          When Ali gets to him:

                         MARCUS
          Dewar's on the rocks for me.
          Bottle of Dom for the table and--
          (tosses a black AmEx on
          her tray, noticing her)
          --And tell Nikki I'm here.
          Ali starts away, then--

                         ALI
          And you are?

                         MARCUS
          (nods toward the card)
          A member since 1991.
          Oh-kay. He smiles, wickedly handsome. Ali pivots and heads
          back to the bar. Before she can tell Jack the order:

                         JACK
          Dewar's rocks, bottle of Dom, keep
          it coming.

                         ALI
          So Asshole's a regular?

                         JACK
          Marcus Gerber. Real estate guy.

                         ALI
          He's with Nikki?

                         JACK
          This week.
          Vince goes over to Marcus's table, shakes hands, joins him.

                         

                         

                         

                         

          29.

                         ALI
          Who's that with him?

                         JACK
          Technically your boss: Vince Scali.
          Tess's partner. And ex...
          Jack is about to lift the AmEx off the tray, when Sean swoops
          by and intercepts it.

                         SEAN
          A black AmEx! The backstage pass to
          life!
          He sees Coco walking by, swipes the AmEx in her cleavage.
          She shudders, then turns around and tips her ass up at him.
          He swipes the card again.

                         COCO
          Access denied!

                         SEAN
          Now there's a first!
          Jack sees Ali laughing at their banter. She heads off with
          the tray of Dewar's and Dom as the "Prince Nez" number ends.

                         ON STAGE
          LIGHTS UP on TESS, CENTER STAGE as she begins a new number,
          "Long John Blues." A singing/spoken hilarious interlude. The
          Girls back her up.

                         TESS

          I GOT A DENTIST, HE'S OVER SEVEN FEET TALL.

          HIS NAME IS DR. LONG JOHN,

          AND HE ANSWERS EVERY CALL.

          I WENT TO LONG JOHN'S OFFICE,

          I SAID, "DOCTOR, THE PAIN IS KILLIN' ME."

          HE SAID, DON'T WORRY BABY,

          IT'S JUST YOUR CAVITY, NEEDS A LITTLE FILLIN'.. .
          As she continues...
          ON THE FLOOR, Nikki is sitting in Marcus's lap, nibbling his
          neck. Vince sits down beside Marcus. Marcus pats Nikki on the
          butt, excusing her. As she heads off:

                         VINCE
          She's on the verge.

                         

                         

                         

                         

          30.

                         MARCUS
          That's what you said last time.

                         VINCE
          She has no choice. We owe a balloon
          payment of 100 grand on the first,
          she took out a second to buy me out
          of the condo. And she just got
          turned down for another loan today.

                         MARCUS
          There's a handful of these clubs
          around town, I could buy one of
          them tomorrow.

                         VINCE
          But it wouldn't be in the heart of
          the Sunset Strip.

          ON STAGE TESS AND THE GIRLS TOYING WITH THE AUDIENCE...

                         TESS

          .HE TOOK OUT HIS TRUSTY DRILL,

          TOLD ME TO OPEN WIDE.

          HE SAID HE WOULDN'T HURT ME,

          THEN HE FILLED MY HOLE INSIDE.

          LONG JOHN, DON ' T YOU EVER GO AWAY.

          CAUSE YOU THRILL ME WHEN YOU DRILL ME,

          AND I DON'T NEED NO NOVOCAINE TODAY.

          HE SAID IF IT EVER STARTS A'THROBBIN',

          COME BACK AND SEE OL' LONG JOHN,

          AGAIN, AND AGAIN, AND AGAIN AND AGAIN:1:
          A RIM-SHOT and BLAST from the band as the audience laughs.
          From the stage, Tess notices Vince shake Marcus's hand and
          leave. A flicker of irritation-- nothing anyone in the
          audience would notice -- but it's there.

          AT THE BAR,
          Ali brings a tray of empties over. Sean is there.

                         ALI
          She's funny.

                         SEAN
          Thanks. My lines. Our secret.
          Jack gives Sean his drink. He walks off. MUSIC UP: An
          insanely cool version of Sly and Family Stone "Everybody Is A
          Star" mashed up with a Fosse-esque Burlesque rap.

                         

                         

                         

                         

          31.
          Jack notices Ali watching the stage... she lights up and
          melts, enraptured by the girls as they vamp to choreography
          in a tight group.

                         BURLESQUE GIRLS

          (WHISPER RAP A'LA FOSSE)...
          Song CONTINUES over a SERIES OF SHOTS:
          IN ALI'S HOTEL ROOM, Ali plops down a bunch of BOOKS, OPENS
          The Golden Age of Burlesque", lays on her bed, petting her
          cat with her foot. She locks in on a photo of 20's-era
          Burlesque dancers over which we HEAR--

          SLY AND FAMILY STONE

          EVERYBODY IS A STAR ...
          IN THE CLUB, BURLESQUE GIRLS strike a similar pose

                         BURLESQUE GIRLS

          (WHISPER RAP A'LA FOSSE)

          ALI CHANNELING THE CHOREOGRAPHY AS SHE:
          - wipes down tables with Jack in the club after hours,
          - flips through old Soul records at a used LP store,
          - pokes her way through the scruffy street folks that hang
          out by her hotel.

          IN THE CLUB

          BURLESQUE GIRLS (CONT'D)

          (WHISPER RAP A'LA FOSSE)
          ON ALI'S BED, Ali flips to a picture of Mae West
          IN THE CLUB, Tess cracks up the crowd

          BURLESQUE GIRLS (CONT'D)

          (WHISPER RAP A'LA FOSSE)
          IN ALI'S HOTEL ROOM, Ali eats Chinese take-out as she pores
          over the book. Turns the page to a photo of OLD SCHOOL
          ACROBATS over "Everybody Is A Star"...
          IN THE CLUB, Daredevils Missy and Kitten DeVille nail an

                         AERIAL MOVE

          BURLESQUE GIRLS (CONT'D)

          (WHISPER RAP A'LA FOSSE)

                         

                         

                         

                         

          32.
          IN ALI'S HOTEL ROOM, Ali, in the bath, still reading, turns
          the page to a gorgeous image of Josephine Baker

          SLY AND FAMILY STONE

          EVERYBODY WANTS TO SHINE. OOH AND

          COME OUT ON A CLOUDY DAY ...
          IN ALI'S HOTEL ROOM, Ali vamps, dancing to the song in her
          room in a t-shirt and undies.
          The cat watches her, yawns and slinks away.
          IN THE CLUB, The Burlesque Girls thwack down on chairs.

                         BURLESQUE GIRLS

          (WHISPER RAP A'LA FOSSE)
          IN ALI'S HOTEL ROOM, Ali thwacks down on an old mustard-
          colored chair.

          SLY AND THE FAMILY STONE

          EVER CATCH A FALLIN STAR. AIN'T NO

          STOPPING TIL IT'S IN THE GROUND...
          IN THE CLUB, AN OVERHEAD SHOT, THE BURLESQUE GIRLS now in
          different costumes in a BUSBY BERKELEY cluster, AS CAMERA
          BOOMS DOWN ON THEM and they separate to reveal:
          ALI, center stage, belting UP AT CAMERA:

                         ALI

          EVERYBODY IS A STAR::::

          SLAM CUT TO --
          FIND Ali, in her waitress outfit, watching the girls on
          stage, lost in her fantasy. She catches herself, then moves
          along serving drinks while the Girls work the stage.
          The Burlesque Girls continue their Burlesque Rap. When the
          girls thrust out their hips in unison, Ali does too,
          unconsciously dancing along with them.
          AT THE BAR, Jack notices. Watches. Tries to focus on pouring
          drinks, but his eyes keep drifting to Ali's hips.
          NEARBY, Sean notices Jack noticing. Looks from Jack to Ali.
          Eyebrow goes up. Interesting.

                         

                         

                         

                         

          33.

          INT. BURLESQUE LOUNGE - BACKSTAGE - NIGHT

          Backstage mayhem. Girls scurry, Sean fusses, Tess sits at the
          mirror, applying a fake eyelash as WE HEAR a surprisingly
          good woman's voice BELTING a SONG! It's Nikki. Late again.

                         TESS
          Nikki, do you even own a watch? Or
          do you measure time in Patron
          shots?
          Ali enters with a tray of drinks. Nikki swipes one.

                         ALI
          Hey, no, that's for --
          Nikki opens a bottle, pops 3 pills in her mouth, washes them
          down with the drink, and sets the empty glass on Ali's tray.

                         ALI (CONT'D)
          You, I guess.
           Nikki turns to the mirror and starts getting to work. As Ali
          hands out the other drinks:

                         ALI (CONT'D)
          Tess? Do you have a second?
          Tess doesn't answer. But a slight glance at Ali in the
          mirror shows she's half-listening.

                         ALI (CONT'D)
          I was thinking -- see, I grew up
          listening to all this music, I'd
          play the records over and over --

                         TESS
          Fast-forward, babe. I gotta rebuild
          Rome in the next two minutes--

                         (CALLING OUT)

          --SOMEONE TALK TO DAVE ABOUT THE

          VOCALS ON THE NEW TRACKS!!!

                         ALI
          Now see-- that's what I've been
          thinking about. There's one thing I
          don't get.

                         TESS
          Just one?

                         

                         

                         

                         

          34.

                         ALI
          It's the vocals. You have the
          girls lip-synching. which is fine,
          I guess, but wouldn't it be so much
          better if they actually sang?
          The Girls trade looks, knowing Ali's overstepping here. Ali
          doesn't feel the vibe-shift, surges ahead.

                         ALI (CONT'D)
          I've been reading up on it, and
          back when burlesque started, that's
          what they did.
          Silence. Nobody moves. All eyes on Tess.

                         SEAN
          Oh, no she didn't?
          Tess slowly spins around in her chair to face Ali. Peers at
          her with a supercilious gaze.

                         TESS
          "When burlesque started"? Which
          was...when?

                         ALI
          (searching her memory)
          Oh. Well... this book said it came
          after...

                         TESS
          Vaudeville -- is the word you're
          looking for. Derived from the 15th-
          century French expression "voix de
          ville" -- "voice of the city".
          Popular songs of the time that were
          strung together into stage shows.
          Which, over time, gave birth to
          another kind of show in which
          talented girls showing a bit more
          skin danced, did skits, and, _ yes,
          sang. In addition to being
          raunchier, these shows were
          funnier, hence the new name.
          "Burlesque": "comical" in French.
          Ali sees the Girls enjoying this dressing-down immensely.
          Tess stands, peers down her nose at Ali.

                         TESS (CONT'D)
          Dance major. Juilliard. I did my
          thesis on Burlesque.

                         

                         

                         

                         

          35.

                         ALI
          Oh. Ok. It's just-- It's just
          that ...I CAN sing and--

                         TESS
          We can all sing. But they don't
          come to hear us sing. They come to
          see the best dancers in town backed
          by the greatest singers in history.
          (then, condescending)
          But tell you what: when you find
          someone with better pipes than
          Sarah Vaughn, Billie Holiday and
          Etta James-- you let me know.
          She sashays out leaving Ali standing there with what's left
          of her dignity and an empty cocktail tray. The Girls launch
          back into prepping for the show.

          INT. BURLESQUE LOUNGE - BATHROOM - NIGHT

          Ali pushes in, pissed off, and hears the sound of PUKING.
          She sees Georgia's BOOTS sticking out from under the stall.

                         ALI
          Georgia? You okay in there?
          A FLUSH. The stall door opens. Georgia comes out shakily
          with mascara-smudged eyes, sweet as ever.

                         GEORGIA
          I don't know why they call it
          morning sickness when it hits at
          every freakin hour of the day.
          She rinses her mouth out at the sink.

                         ALI
          There aren't many women who could
          dance the Charleston on a chair at -
          - what are you, three months?
          Georgia turns sideways to the mirror, inspecting her bump.

                         GEORGIA
          Four. Can you believe my boyfriend
          hasn't noticed yet?

                         ALI
          You haven't told him?

                         

                         

                         

                         

          36.

                         GEORGIA
          I guess as long as he doesn't know,
          I can still imagine he'll be happy
          about it.
          (looks in the mirror)
          Oh my God, look what the cat
          dragged in.
          She gets to work wiping away her smudged mascara.

                         ALI
          You look pretty hot to me.
          Georgia reaches into her corset, yanks one breast skyward,
          then does the same to the other.

                         GEORGIA
          Yeah, well -- you take what Mother
          Nature gave you and milk the hell
          out of it, right?
          Coco enters carrying a glass of tonic for Georgia.

                         GEORGIA (CONT'D)
          Thanks, Coco.

                         COCO

                         (TO ALI)
          Shouldn't you be on the floor?

                         ALI
          I had to pee. Is that okay with
          you?

                         COCO
          Not when you're blocking my mirror
          it's not.
          Ali sees she's in the way. As she steps aside:

                         COCO (CONT'D)
          (re. the music)
          That's us. You okay, or are you
          gonna puke on me during the number?

                         GEORGIA
          I can't make any promises.
          Coco drags her out, leaving Ali alone. Ali looks at herself
          in the mirror. Reaches into her shirt and does the boob-hoist
          that Georgia did. Looks again. Better.

                         

                         

                         

                         

          37.

          INT. ALI'S HOLLYWOOD HOTEL BUILDING - HALLWAY - NIGHT

          Ali trudges up the stairs, tired. Suddenly, TWO YOUNG THUGS
          barrel down the stairs, past her, almost knocking her over.

                         ALI
          Hey!
          They tear past her. She shakes her head, reaches her
          landing, heads down the hall toward her room, then sees:
          HER HOTEL ROOM DOOR, ajar. The lock broken.

                         ALI (CONT'D)
          No. No!
          She runs down the hall.

          INT. ALI'S HOLLYWOOD HOTEL ROOM - NIGHT

          Ransacked. Ali rushes in, goes straight into:

          INT. ALI'S HOLLYWOOD ROOM - BATHROOM - NIGHT

          The lid is off the toilet tank. Her Ziploc of money is gone.

                         ALI
          No!!! God damn it!!!
          She looks out the window, SEES the ROBBERS running off,
          disappearing down the street. She kicks the trash can. It
          flies across the room.

                         ALI (CONT'D)
          Damn it! Damn it, damn it, damn
          it, damn it, damn it!
          She sees the cat watching her from behind the bed.

                         ALI (CONT'D)
          A lotta help you were.
          The cat creeps out, slinks around her legs. Ali plunks on
          the bed.

                         ALI (CONT'D)
          Shit.
          Then she sees, on the floor, the PHOTO she took from Nanna's.
          She picks it up. The glass has cracked, tearing the picture.

                         

                         

                         

                         

          38.
          She takes the picture out of the broken frame, smooths it out
          -- then looks around her trashed room. Fighting despair.

          EXT. WEST HOLLYWOOD STREET - NIGHT

          FOLLOW a motorcycle up the street. The DRIVER has a KEYBOARD
          on his back. He parks, gets off, takes off his helmet. It's
          Jack. He heads for his apartment, but slows when he sees:
          ALI, sitting on his steps, her bags at her feet. Head low.

                         JACK
          Ali? What's wrong? You okay?
          She tries to speak, but can't -- so she just nods.

                         JACK (CONT'D)
          Really? Cause, in my experience--
          when you're on someone's doorstep
          surrounded by everything you own,
          there's usually a not-so-good story

                         THAT--

                         ALI

                         I-- WAS--
          And as she expected, as soon as she talks, she starts to cry.

                         ALI (CONT'D)

          --RO-0-0-0-OBBED.

                         JACK
          Shit. No way!

                         ALI
          (halting, gaspy sobs)
          Came in -- busted the lock-- and
          stole all my MO-NEY-EY-EY-EY!!!
          She sobs--trying to talk, with high-pitched SQUEAKS only
          heard by birds. Jack winces, trying to follow--

                         ALI (CONT'D)
          (more gaspy sobs)
          And there's no way I-- sleep there--
          with-- like that-- the manager said-
          - not till Monday-- and I don't--
          anyone else-- but then-- so I
          remembered I had...but it went
          straight to...so I...
          She reaches in her pocket, pulls out a card. It's Jack's that
          he gave her in the club. It has his address on it.

                         

                         

                         

                         

          39.

                         JACK
          Okay. I have no idea what you just
          said, but come on in here and we'll
          get it sorted out.
          She looks at him. Wiping her tears. He picks up the heaviest
          of her bags and leads her to:

          INT. JACK'S APARTMENT - NIGHT

          Tiny one-bedroom. Very "done." Floral sofa. Curtains that
          match the area rug. Candle groupings.

                          JACK
           Have a seat. I'll get us BOTH a
           drink. Here --
          He hands her his phone. She looks at it.

                         JACK (CONT'D)
          -- call whoever you want, long-
          distance, whatever--

                         ALI
          I can't.

                         JACK
          Sure you can. Go ahead.
          Her chin starts quivering all over again.

                         ALI
          I.. .don't ...have anyone.

                         JACK
          What do you mean?

                         ALI
          To call.

                         JACK
          No parents?
          (she shakes her head)
          Siblings? Aunts? Uncles?

                         (NO AGAIN)
          Friends?

                         ALI

                         (THROUGH TEARS)
          No one! No one, okay? Do I have
          to spell it out for you? I am --
          completely -- alone!

                         

                         

                         

                         

          40.
          Jack susses out the situation.

                         JACK

                         (REALIZING)
          So...you're not here to use my
          phone.
          She starts to cry again.

                         JACK (CONT'D)
          Okay. Wait. No, stop, stop, stop,
          it's okay, it's fine. You'll crash
          here. No problem. Just, please --
          no more crying.
          She nods. He grabs a bottle of Tequila and a couple of
          glasses. Pours them a couple. They both take a drink.

                         JACK (CONT'D)
          Better?
          She nods.

                         JACK (CONT'D)
          Okay. Good.
          She wipes her eyes.

                         ALI
          Just for one night, I swear. Just
          till it's light outside and I can
          figure out my next move.

                         JACK
          Deal.
          Then she opens her small bag and the cat strolls out.

                         JACK (CONT'D)
          Whoa, whoa, you didn't say anything
          about a cat.

                         ALI
          What? You don't like cats?
          It slinks around his leg. He shakes it off.

                         JACK
          I hate cats.

                         ALI
          How can you hate a cat?

                         

                         

                         

                         

          41.

                         JACK
          It's easy, I'll show you.
          The cat bolts into the bedroom.

                         JACK (CONT'D)
          Where's it going? If that thing
          pees on my bed --

                         ALI
          He goes outside. We just have to
          open a window. He's very
          independent.
          She opens the window. The cat scurries back in, leaps onto
          the ledge. Ali pets him. Looks at Jack, smiles.

                         ALI (CONT'D)
          I don't have a name for him yet.
          It purrs. Jack eyes it warily.

                         JACK
          One night?

                         ALI
          One night.

          INT. JACK'S APARTMENT - LATER

          IN THE LIVING ROOM, the lights are low. Ali's on the couch,
          under covers, cat at her feet. INTERCUT WITH:
          THE BEDROOM. Jack at his keyboard, playing from sheet music,
          learning a song. When he pauses, from the living room:

                         ALI
          You're good.

                         JACK
          Thanks.

                         ALI
          Why don't you play at the club?

                         JACK
          Make more money bartending.

                         ALI
          You in a band?

                         

                         

                         

                         

          42.

                         JACK
          Was... Guitarist moved to Reno,
          Drummer went to med school, bassist
          is in rehab. I'm subbing around
          town till I regroup. This is for a
          punk fusion band -- their
          keyboardist is a flake, so they
          call me a lot.

                         ALI

                         (SARCASTIC)
          A flaky punk-rock-fusion
          keyboardist? No way.
          He smiles. Continues playing.
          HIGH ANGLE, seeing both of them on either side of a wall.
          Her listening, him playing. After a few measures:

                          ALI (CONT'D)
          Hey...
          He stops playing again.

                          ALI (CONT'D)
          Why'd you leave Kentucky?

                         JACK
          Why'd you leave Iowa?

                         ALI
          Cause I looked around and realized
          there wasn't one person whose life
          I wanted.

                         JACK
          Exactly.
          A beat. Then as he starts playing again:

                          ALI
           Hey Jack?
          He stops again.

                          ALI (CONT'D)
          Thank you. I'm really glad I'm not
          alone tonight.
          He smiles.

                         JACK
          Get some sleep.

                         

                         

                         

                         

          43.
          He continues playing. She closes her eyes.

          INT. JACK'S APARTMENT - BEDROOM - MORNING

          Light rain on the window.
          CLOSE ON: THE CAT'S FACE, staring right into camera.
          REVERSE ON: Jack, waking up. As his eyes open, the Cat licks
          him on the mouth.

                         JACK
          Aauuuugggghh.
          He hurls the cat away and bolts out of bed, disgusted.

          INT. JACK'S APARTMENT - LIVING ROOM - NIGHT

          Jack straggles in, wiping his mouth. The sofa's made up,
          blankets folded. Ali is making breakfast, her back to him.
          He can't help but notice she's only wearing a tiny tank top
          and undies. She hears him clear his throat.

                         ALI
          Morning. Coffee?

                         JACK

                         (NODS)
          Black. Like my soul.
          She pours him a cup. Sees a picture of a BEAUTIFUL GIRL on
          his fridge.

                         ALI
          She's pretty. Your sister?

                         JACK
          My fiancee. Natalie.

                         ALI
          Fiancee? You're straight?

                         JACK
          Of course I'm straight. You
          thought I was gay?

                         ALI
          Yes?

                         JACK
          Why?

                         

                         

                         

                         

          44.

                         ALI
          I don't know, the...make-up?

                         JACK
          It's a look.

                         ALI
          Okay.

                         JACK
          A straight look.

                         ALI
          Okay.

                         (THEN)
          And the floral couch...?

                         ALI/JACK
          Natalie.
          As Ali realizes she's barely dressed in front of a straight
          guy.

                         ALI
          I should put on pants.

                         JACK
          Probably.
          She bolts out to the living room, starts digging through her
          bag, bent over. She's in the doorway, so from the kitchen,
          all he can see is her cute little ass sticking out.

                         ALI
          Where is she?

                         JACK
          New York. Doing a play.

                         ALI
          For how long?

                         JACK
          Six more weeks.
          She can't find pants. She shifts, so now her ass is facing
          him directly. He tries not to look--

                         ALI

                         (KEEPS DIGGING)
          Oh, God, now I feel bad about this.

                         I'M SORRY--

                         

                         

                         

                         

          45.

                         JACK
          For what?

                         ALI
          I don't know. Now that you're
          straight and engaged, it feels
          weird that I came here.

                         JACK
          Well, you did, and it was fine.
          Aha! Pants. She pulls them out, starts putting them on. He
          looks out. Her foot is caught in the pants leg. As she hops
          around, trying to untangle it--

                          JACK (CONT'D)
           Or at least it will be as soon as
           you get dressed.
          She tumbles out of view, thumps against some furniture.
          She appears in the doorway, pants on, pulling on a sweater.
          She slips her feet into her shoes.

                         ALI
          Alrighty then-- I'll get outta your
          hair now...

                         JACK
          Wait, where're you headed?

                         ALI
          Oh, don't worry about me. I've got
          a plan.
          (scoops up the cat)
          Come on, cat.
          She zips the cat into the bag he came in.

                         JACK
          Hang on, let me at least spot you
          some cash. I'm a little strapped,
          but I could --

                         ALI
          No, I'm good, if you could just
          She nods at the door. He opens it for her.

                          ALI (CONT'D)
          Thank you. For everything. You
          are my knight in shining...
          eyeliner.

                         (MORE)

                         

                         

                         

                         

          46.

                         ALI (CONT'D)
          (out the door)
          I'll see you at the club.

                         JACK
          Cool.
          She leaves. He closes the door behind her. Stands there.

          EXT. JACK'S APARTMENT - DAY

           Ali looks at the rain. Then marches out into it, lugging her
          stuff. Goes about 15 yards in one direction, then stops.

          INT. JACK'S APARTMENT - SAME

           Jack watches her out the window as she marches 15 yards in
          another direction, then stops. Pondering. She sees a bus
          stop across the street. She crosses to it and sits.

          EXT. BUS STOP - DAY

          Ali peers down the street for the bus. Jack appears beside
          her, getting soaked in the rain.

                         JACK
          So, this plan of yours?

                         ALI
          .was to sit here at the bus stop
          and come up with a plan.

                         JACK
          Come back inside.

                         ALI
          No, Jack, I--

                         JACK

                         ALI--

                         ALI
          I'll figure it out, this is not

                         YOUR PROBLEM--

                         JACK
          It's pouring!

                         ALI
          It's only water for chrissakes--

                         

                         

                         

                         

          47.

                         JACK

          GOD DAMN IT! GET YOUR ASS BACK IN

          MY HOUSE! NOW!

                         ALI
          Jack-- you've done enough and--
          In ONE MOVE he SCOOPS HER up as she lets out a WHOOOOP!

                         ALI (CONT'D)
          Jack-- No! Stop it!
          He grabs her bags and carries her back across the street--

          INT. JACK'S APARTMENT - DAY

          The DOOR KICKS OPEN-- they ENTER, Jack carrying Ali, dripping
          wet.

                         ALI

          PLEASE PUT ME DOWN--
          He sets her down--

                         JACK
          Look, you have nowhere to go, I
          have a couch. You may as well stay
          here for a few days.

                         ALI
           You really don't need to do that.
          I'll be fine --

                         JACK
          You'll be homeless. You always have
          this much trouble saying yes when
          someone is trying to help you?

                         AL I
          It's never happened before.
          The Cat jumps up on the back of a chair, all wet, and SHAKES,
          splattering them with wet cat smell.

                         JACK/ALI
          Aaaaargh!
          As his PHONE RINGS.

                         JACK
          There's a towel in the bathroom--
          dry yourself and that damn cat off.

                         

                         

                         

                         

          48.
          Ali collects the cat-- heads for the bathroom. Jack checks
          his phone. Answers.

                         JACK (CONT'D)

                         (INTO PHONE)
          Hey, baby, how's it going?...
          Really? That's awesome...

          ALI (O.S.)

                         (CALLING OUT)

          DO YOU HAVE A BLOW DRYER?

                         JACK

                         (INTO PHONE)
          That...? Just this person from work
          What? No, she's just a friend,
          I'm helping her out. Nat, it's
          nothing.
          O.S. MUSIC UP: "BABY YOU'VE GOT WHAT IT TAKES" by Brook
          Denton and Dinah Washington over...

          INT. BURLESQUE LOUNGE - ON STAGE - DAY

          CLOSE ON A HEAVILY MADE-UP GIRL as she screams and drops out
          of the shot in a flying split. Behind her, a ROW OF DANCERS
          do the same. Typical, fantastic, old-school can-can.
          WIDEN to see Tess and Sean, on the floor, auditioning them.
          The club is brightly lit, none of its evening aura.
          Scattered around the club are other HOPEFULS in groups,
          waiting for their turn.

          MUSIC CONTINUES OVER:

          EXT. BURLESQUE LOUNGE - DAY

          Jack's motorcycle pulls up to the club, with Jack driving,
          and Ali riding on back.

          INT. BURLESQUE LOUNGE - DAY

          Ali and Jack enter as the auditions are under way. As they
          set up the bar, Ali watches the stage, intrigued.
          MONTAGE: the dancers auditioning, in small groups. All
          shapes, sizes. Ali watching. Finally only a few are left.

                         

                         

                         

                         

          49.

                         TESS
          Okay, front row, thank you very
          much.
          They walk off stage, dismissed. Tess turns to Sean.

                         TESS (CONT'D)
          What happened to all the great
          dancers in L.A?

                         SEAN
          They're busy "Dancing with the
          Stars."
          (to the waiting dancers)
          Last group, please.
          HALF A DOZEN DANCERS move to the stage. Ali watches from
          behind the bar, thinking. Then, on her face, we see: an idea
          forming.
          ON THE FLOOR, Tess and Sean check their clipboards,
          organizing for this next set. They look up and start in:

                         TESS
          All right, ladies, and five, six,
          seven -- whoa.
          There, in the back row, is Ali, in her white platform shoes.

                         TESS (CONT'D)
          What the hell do you think you're
          doing?
          Coco and Georgia ENTER-- surprised to see Ali on stage.

                         ALI
          Trying out.

                         TESS
          I don't think so.

                         ALI
          Tess, I've been singing and dancing
          my whole life and--

                         TESS
          The girls here have years of
          training and experience. This stage
          is for serious and professional

                         DANCERS WHO--

                         

                         

                         

                         

          50.

                         ALI
          (angry, interrupting)
          Hey_. This is your club and you can
          be as rude as you want--but don't
          you dare tell me I'm not serious.
          Sean's eyebrows reach for the ceiling as Nikki enters, SEES
          Ali on stage.

                         ALI (CONT'D)
          I may not have been to a
          professional dance school, but I
          have a lot of talent and I came to
          this town to do something with it.
          And the only reason I've been
          putting up with all the bullshit
          "attitude" I get from you is cause
          I want to do it here.

                         (BEAT)
          For the first time in my life, I
          don't want to be someplace else. So
          you're gonna give me MY shot. Right
          here. Right now.
          Everyone in the club just stands there. Jaws dropped. Tess
          just looks at her, blinks, incredulous.

                         ALI (CONT'D)
          One song. You don't like it, I'll
          quit and do us both a favor.

                         (BEAT)
          Your call, lady. I know every
          number in the show.
          Sean, eyes big as saucers, looks from Ali to Tess, then back

                         AGAIN--

                         TESS

                         (DOUBTFUL)
          You know every number.

                         ALI
          Which one do you wanna see?
          Tess looks at her in disbelief.

                         ALI (CONT'D)
          I said, which one do you wanna see?
          Ali just stares at her. Calling her bluff, Tess yells up to
          DAVE in the sound booth--

                         

                         

                         

                         

          51.

                         TESS
          Tough Lover!
          Tess plops down in a booth-- crosses her arms indignantly.
          ON STAGE, the music starts. Ali readies herself, starts to
          dance. Behind a beat to two. She's got the steps right, but
          it isn't clicking. She's thinking too hard. No personality.
          After a few measures, Tess has seen enough.

                         TESS (CONT'D)
          Okay then, next?

                         ALI
          Hang on.
          (to Dave in the booth)
          Start it again, please?
          As Dave resets the music. Ali regroups: takes her hair down
          and shakes it loose.
          Nikki ENTERS, SEES Ali on stage--

                         NIKKI

                         (TO GEORGIA)
          What the hell's going on?

                         COCO
          Shhhh.
          On stage, Ali takes a beat; inhales, breathing in attitude.
          Then she looks up at the booth again.

                         ALI
          Anytime.
          The MUSIC starts in again. And this time, Ali comes alive.
          She may not have perfect technique or the best extension, but
          she exudes an ambition and sexuality no one has seen from her
          before. It's like she becomes a woman before our eyes. She
          misses a step or two, but who the hell cares?
          On the floor, Sean gapes, eyes popping. Tess is poker-faced.
          Coco and Georgia's expressions turn from dubious to
          respectful. Nikki's eyes narrow.
          At the bar, Jack freezes, a huge rack of glasses in his arms -
          - unable to tear his eyes away.

                         

                         

                         

                         

          52.
          As the SONG CLIMAXES, Ali finishes with an alluring toss of
          her ass, then lands in a sexy layout on a chair, owning the
          stage. The music ends. A stunned silence. The only sound
          is Ali's heavy breathing.
          Then Georgia jumps up, APPLAUDING EFFUSIVELY.

                         NIKKI
          What are so you happy about, that's
          your replacement.

                         GEORGIA
          Yeah, but she's really good.
          Tess and Ali are in a stare down.

                         TESS
          I want so badly to say something
          bitchy, but nothing's coming.

                         SEAN
          There's a first.
          Tess sighs, not wanting to give Ali any props.

                         TESS
          You were off the whole second half.

                         ALI
          So, I was spot on the first half?
          Tess narrows her eyes at Ali. Then looks over at Nikki, Coco
          and Georgia. Georgia gives an effusive THUMBS UP-- then
          suddenly becomes overcome by nausea, covers her mouth and
          RUNS to the bathroom to puke--
          Tess rolls her eyes, looks back at Ali.

                         TESS
          Oh, you're gonna be such a pain in
          my ass.
          Ali tries hard not to beam--

                         ALI
          Do I have the job, or not?

                         TESS
          You're not great. What you are is
          lucky. Because I need someone
          tonight.

                         

                         

                         

                         

          53.

                         ALI
          And I know all the routines.
          As Tess turns and leaves--

                         TESS
          Even in those shoes that time
          forgot.

                         SEAN
          Theeeere's bitchy.
          Nikki watches Tess go-- turns and pours herself a shot.

                         NIKKI
          Well-- this totally sucks ass.
          Sean jumps up on the stage.

                         SEAN
          Congratulations. The last time
          someone showed Tess balls like
          that, she married him.
          (looks Ali over)
          You look like a checker at a Mal
          Wart in Wichita. Just tripled your
          salary. Get a new look.

                         ALI
          Hey, I happen to like the way I
          look.

                         SEAN
          Really? That's a fascinating story.
          And then what happens?

                         (ALL BUSINESS)
          Backstage in five.

                         (WALKING OFF)
          Welcome to the family.
          Ali jumps off the stage, runs to the bar, where Jack is still
          standing, slack-jawed. She throws her arms around him.

                         ALI
          Sorry for the short notice, I quit!
          (plants a big kiss on him)
          But hey-- with my raise I'll be off
          your couch in a week.
          She squeezes him tight-- then heads backstage leaving him
          standing there, really turned on.

                         

                         

                         

                         

          54.

          INT. BURLESQUE LOUNGE - BACKSTAGE - DAY

          Sean swings open A DOOR, revealing a room packed to the gills
          with costumes: feathers, sequins, fishnets, corsets, jammed
          up against each other. Sean tosses her clothes in a blur.

                         SEAN
          First number, second number, third
          number...
          She catches the clothes. He dumps shoes on top of them,
          holding them up as he tells her what they go with:

                         SEAN (CONT'D)
          With the sequined bustier. With
          the shorts and garters. With the
          beaded number. And those --
          (points to hers)
          I never want to see again.

                         (REMEMBERING)
          Oh! And --
          He hands her a prop GOLD MACHINE GUN.

                         SEAN (CONT'D)
          For "Miss Otis Regrets". Just be
          sure you don't --
          Ali pulls the trigger. BOOM -- GLITTER SPLATS all over Sean.

                         SEAN (CONT'D)
          Pull the trigger.

          MUSIC UP: "RICH MAN'S FRUG". CARRY MUSIC OVER:

          INT. BURLESQUE LOUNGE - ON STAGE - NIGHT

          The chic audience watches the Girls doing a swingin' sixties
          shimmy and shake number. CAMERA MOVES ACROSS the girls'
          faces as drums roll and their heads turn to each drumbeat.
          The last face to turn is ALI'S. In FULL STAGE MAKE-UP, she
          looks like a gorgeous classic burlesque dancer. The girls,
          in 20's revealing bathing suits and stilettos, kick and dance
          downstage in a line. Ali struggles a little to keep up
          A WAITER CROSSES FRAME and we WIPE TO:
          - ANOTHER NIGHT. SAME MUSIC, different costumes. Ali's
          dancing is improving. WAITRESS CROSSES FRAME and we WIPE TO:

                         

                         

                         

                         

          55.
          - ANOTHER NIGHT. SAME MUSIC, yet another set of costumes.
          Ali's as good as anyone else up there. AN AUDIENCE MEMBER
          crosses frame and we WIPE TO:
          - ANOTHER NIGHT. SAME MUSIC, another set of costumes. Ali
          knows the steps now, she's not thinking about them. She's
          all performance, vamping to the audience, selling like crazy.
          She NAILS a final layout on a chair, it's flawless.
          Tess and Sean are watching from the wings. They notice the
          extra whip in Ali's head, the bump in her grind.

                         SEAN
          Admit it. You like her. It kills
          you, but you like her.
          Tess meets his eye, then walks away. The number ends. The
          girls rush offstage and peel their costumes off.

                         ALI
          My tits are up around my ears, my
          thong's about a mile up up ass,
          this corset is so tight, I haven't
          breathed since Tuesday and these
          lashes are thick enough to kick up
          a stiff wind.

                         SEAN
          It's fun being a girl, huh?

                         ALI

                         (BIG SMILE)
          Yeah.
          She hands him the last bits of her costume.
          FOLLOW Ali as she heads to the dressing room. As she grabs
          her T-shirt and jeans:

                         JESSE
          I'm starving, who wants to go grab
          some pizza before the next show?
          A general chorus of "Yeah?" and "I'm in."
          FOLLOW Ali to the bathroom as she throws on her clothes and
          washes off her make-up, humming "Rich Man's Frug" to herself.
          She heads back out to the dressing room to find:
          EVERYONE IS GONE. She looks around. Feels like an fool.
          She plunks down in a chair. Drops her bag on the floor.
          Looks at herself in the mirror.

                         

                         

                         

                         

          56.
          She sees a picture of A CLASSIC BURLESQUE BEAUTY taped to the
          mirror. Notices her eye make-up -- strong, thick eyeliner.
          Ali picks up a brush, dips it in eyeliner, and tries to
          duplicate the look on her own eye. After a first try:

          TESS (O.S.)
          Your brush is for shit.
          She turns and sees Tess in the doorway. Tess comes over,
          takes Ali's brush. Looks at it.

                         TESS (CONT'D)
          Where'd you get this, the 99 cent
          store?
          She chucks it in the trash.

                         ALI
          Hey.

                         TESS
          Make-up is like wine. The good
          stuff costs a fortune but is worth
          every penny. Where is everyone?

                         ALI
          All the girls went out for pizza.

                         TESS
          Aren't you one of the girls?

                         ALI
          Apparently not.
          Tess reads her like a book. Knows what went down. She turns
          to leave, then pauses at the door. Turns back.

                         TESS
          Don't take it personally. Their
          love's the kind you gotta earn.
          Ali meets her eyes in the mirror. Then Tess grabs a brush
          from her own station, tosses it to Ali.

                         TESS (CONT'D)
          Dip it in water first, or you'll
          never get a clean line.
          She leaves Ali alone.

                         

                         

                         

                         

          57.

          INT. JACK'S APARTMENT - BATHROOM - DAY

          Jack enters in boxers, kicks them off, opens the shower, then
          freezes.

                         JACK

          ALI!!!

          INT. JACK'S APARTMENT - LIVING ROOM - DAY

          Ali is just waking up.

                         JACK
          Your stupid cat peed in the tub!

                         ALI
          What...?
          (sees the window closed)
          You closed the window, what do you
          expect?

                         JACK
          Your cat pees in the house, and
          it's my_ fault?!
          Ali scoops the cat up.

                         ALI
          Awwww. Poor guy, you must have been
          desperate.

                         JACK
          Goddamn cat. And you used my towel
          again.
          (then, pointed)
          How's that apartment hunting
          coming?
          He GRABS the newspaper and tosses it in front of her-- she
          glares at him, then glances at the paper--

                         ALI

                         (EYES WIDENING)
          A thousand bucks for a studio?

                         JACK
          Can you really put a price on
          privacy? Freedom? Your own
          bathroom? With clean towels?

                         

                         

                         

                         

          58.

                         ALI
          Okay, Jack-- I get it--
          His cell phone rings. As he checks who's calling:

                         JACK
          Natalie.
          (then, into phone:)
          Hey, baby, how are you?
          He heads into the bedroom, closes the door. Ali shakes her
          head, begins to peruse the classifieds.

          INT. JACK'S APARTMENT - KITCHEN - DAY

          Ali, in pajamas, is at the table, combing the classified
          apartment ads. The cat is beside her.

                         ALI
          Guest studio, Hollywood, $900, with
          a yard, and -- oh. No pets.
          (to the cat)
          Screw them.
          She scans the ads some more. Finds a good one.

                         ALI (CONT'D)
          Ooh?
          Jack walks in. Looks like he's got something on his mind.

                         ALI (CONT'D)
          I think I found my new place.
          Where's Pomona?

                         JACK
          Go to Hell, turn left, it's three
          miles down on the right.

                         ALI
          Really. How's Beachwood Canyon?

                         JACK
          Great, if you have a car.

                         (BEAT)
          Truth is, you should get a car
          first. This is L.A. You don't
          exist without a car. Plus, you
          can't really afford a decent place
          yet.

                         (THINKING)
          Tell you what.

                         (MORE)

                         

                         

                         

                         

                         59

                         JACK (CONT'D)
          I'm gonna suck it up and let you
          stay here a little longer. Just
          throw in a little something for
          rent.
          She looks at him, curious.

                         ALI
          What about the "God damn" cat?

                         JACK
          Hey, I don't like the cat. And I
          don't like my towel being wet. I
          don't like the lack of privacy. But
          you're in a jam -- and I'm the kind
          of guy, if a friend's in trouble, I
          help. It's just who I am.

                         ALI

                         (SUSPICIOUS)
          What did Natalie have to say?

                         JACK
          Nothing, you know just... hi.
          She narrows her eyes at him. He concedes.

                         JACK (CONT'D)
          And...her play got extended three
          more months, so since she has to
          pay rent there, she can't also keep
          up her part of the rent here.

                         ALI
          Ah-hah.

                         JACK
          So if you could stick around and
          chip in, it would --

                         ALI
          Save your ass?

                         JACK
          -- help.
          Ali looks down at his shoes.

                         ALI
          Well, will you look at that? The
          shoe, on the other foot!

                         JACK

                         OKAY --

                         

                         

                         

                         

          60.

                         ALI
          One minute I'm a freeloader with a
          God damn cat, the next, I'm the
          only thing standing between you and

                         EVICTION --

                         JACK
          Just -- yes or no?

                         ALI
          What's the proposal, exactly?
          Jack looks at her-- realizes he's screwed.

                         JACK
           The bedroom, with private bathroom
          access, for 600 a month, including
          utilities.

                         ALI
          Closet?

                         JACK
          Half .
          Ali picks up the paper, reads an ad.

                         ALI
          Ooh, look! Hot tub!

                         JACK
          Fine. The closet, too.
          She weighs it. Makes him suffer. Then:

                         ALI
          Okay.

                         JACK
          Thank you.

                         ALI

                         (MOCKING HIM)
          Hey, I'm the kind of girl, if a
          friend's in trouble, I help. That's
          just who I am.
          We HEAR an AUDIENCE laugh O.S. as we...

          EXT. BURLESQUE LOUNGE - NIGHT

          Small crowd outside.

                         

                         

                         

                         

          61.

          TESS (O.S.)
          So I said to the sailor, I may not
          be as good as I once was...

          INT. BURLESQUE LOUNGE - NIGHT

          Through a transparent scrim, the Puccini Triplets perform a
          sexy harem scene in silhouette, casting larger than life
          shadows-- Tess walks behind the scrim playfully, in and out
          of view. The Bumber Band plays off to the side.

                         TESS
          But you can bet your sweet ass I'm
          better ONCE than I ever was...
          The crowd laughs. Tess points to a woman who isn't laughing.

                         TESS (CONT'D)
          Drink up, sister! You're a tad
          behind.
          (to a waiter, re: woman)
          Be a dear and bring Mommy over
          there another scotch.
          The crowd chuckles as the Bumper Band kicks in and the harem
          scene evolves into a sexy tongue-in-cheek silhouetted dance.

          INT. BURLESQUE LOUNGE - BACKSTAGE - NIGHT

          Tess comes off stage. Sean bustles up to her.

                         SEAN
          The distributor's holding back the
          booze unless we cut him a check.

                         TESS
          Ply him with drinks, send Scarlett
          over to flirt, and try to finagle
          him down to a half.

                         SEAN
          How's a third?
          He produces a check, all filled-out, for her to sign.

                         TESS
          Have I told you lately that I love
          you?

                         SEAN
          Got any brothers?

                         

                         

                         

                         

          62.
          He bustles off with the check. Scarlett, Coco and Nikki
          approach the stage wearing leather, strappy Gaultier corsets
          with gloves and fishnets --post-modern Germanesque -- Nikki
          is carrying a glass of tequila. Tess eyeballs her--

                         TESS
          Drinking already?

                         NIKKI
          Yes, Mommie.

                         TESS
          You're drunk.

                         NIKKI
          No. But I'm working on it.
          Nikki totters a little. Tess looks her over.

                         TESS
          I'm pulling you from this number.
          Go home, wring yourself out, and
          come back tomorrow.

                         NIKKI
          You can't pull me--
          Tess SPOTS Ali heading for the dressing room--

                         TESS
          Ali! Take Nikki's spot.

                         NIKKI
          WHAT?! That bitch can't dance my
          part!

                         TESS
          Ali-- get dressed NOW!
          Ali looks at Nikki-- who GLARES at her--

                         ALI
          But, wait-- Tess-- that's always
          been Nikki's number.
          Tess looks at her-- she's really had it with these girls--

                         TESS
          But this is MY club, and now it's
          your number.
          Ali looks between the two of them, Nikki glaring at her--

                         

                         

                         

                         

          63.

                         TESS (CONT'D)
          Is there a problem? You said you
          know the whole show.

                         (CHALLENGING HER)
          You can do anything, right?
          Tess just looks at Ali. Nikki stares at Tess, livid, then
          storms off.

          INT. BURLESQUE LOUNGE - SAME

          Marcus ENTERS the club and joins Vince at a table. A LOUD

          DRUM ROLL. MUSIC UP.

                         THE STAGE
          Ali and the other dancers hit the stage and start in on the
          vampy "TOUGH LOVER."
          AT THE BAR, Jack is busy mixing drinks. He glances at the
          stage, then DOUBLE-TAKES on Ali, looking crazy gorgeous. She
          vamps forward with the girls, they rotate singing into the
          prop mic.

                         JESSE

                         (LIP-SYNCHING)

          WELL, I WANT A LOVER WHO MOVES ME

                         SO_

                         COCO

                         (LIP-SYNCHING)

          WHO SURE KNOWS HOW TO ROCK N ROLL--

                         ALI

                         (LIP-SYNCHING)

          I WANT A TOUGH LOVER--

          INT. BURLESQUE LOUNGE - SOUND BOOTH - NIGHT

          DAVE, the sound guy, looks up as Nikki comes in.

                         NIKKI
          Tess needs you. She said it was
          urgent.

                         DAVE
          I can't leave here now --

                         NIKKI
          Fine, but don't say I didn't warn
          you...

                         

                         

                         

                         

          64.

                         DAVE
          Shit, okay --
          He checks his sound board -- then bolts from the room. Nikki
          watches him go LOOKS DOWN onto the STAGE as ALI STEPS to

                         THE MIC--

                         ALI

                         (LIP-SYNCHING)

          WHEN HE KISSES ME I'LL GET A

          THRILL, AND WHEN HE DO THAT WIGGLE--
          Nikki reaches out and FLIPS A SWITCH.
          THE SOUND DROPS OUT. THE PLAYBACK STOPS. The girls freeze
          in awkward poses, unsure of what to do.
          MURMURS in the room as the audience looks around, confused.
          BACKSTAGE, Tess looks up at the sound booth, sees it's empty.
          Dave appears at her side.

                         DAVE
          You wanted to see me?
          ON STAGE -- Ali looks at flustered Tess...the girls...the
          audience. Panic.
          On the floor, Nikki watches with satisfaction as she makes
          her way over to Marcus. Enjoying the train wreck she caused.
          Then -- in a flash, Ali turns to the audience, and SINGS
          a'capella from the TOP OF THE SONG.

                         ALI

          OH--OH--OOOOOOOOOOH.
          She looks around. Silence. Mouths agape. Tess approaches in

                         THE WINGS--

                         TESS
          (to a stage hand)
          Close the Goddman curtain!

                         SEAN
          Hold on...
          Ali starts to sing again, her version, slow, and sexy...

                         ALI

          WELL I WANT A LOVER TO MOVE ME SO,

          WHO SURE KNOWS HOW TO ROCK N

          ROLL...

                         

                         

                         

                         

          65.
          Tess looks at Ali, you could knock her over with a feather.
          Sean looks at Tess. Scarlett looks at Coco. Jack stares at
          the stage. Everyone stunned by the sound coming out of this
          girl. And now the song really takes off!
          SUDDENLY, one of the BAND BOYS grabs his sax and plays. Ali
          jumps in, seamless, as the guys on Bass and Drums join in.
          Ali picks up the choreography. The girls fall in with her.

                         ALI (CONT'D)

          I WANT A TOUGH LOVER, YEAH, YEAH. I

          NEED A TOUGH LOVER. WHOOO. I WANT A

          TOUGH LOVER. YEAH-YEAH. TOUGH

          LOVER. UH-HA...
          Coco and Scarlett chime in on back-up. Hearing them, Jessie
          and Anna join in as well. Ali takes off, holding nothing
          back. The girls feed off her confidence, and soon all of
          them are hitting the backs of their cabaret chairs, stomping
          their feet to the music. The girls singing back-up.
          In his seat, Marcus sits up a little straighter -- suddenly
          paying more attention. Unable to take his eyes off Ali.
          The BAND plays along. The BARTENDERS accompany them with
          hand-claps. All except Jack, who's too spellbound to move.

                         ALI (CONT'D)

          WHEN HE KISSES ME I'LL GET A THRILL

          AND WHEN HE DO THAT WIGGLE, I WON ' T

          KEEP STILL ...
          ON THE FLOOR, Nikki watches, aghast, as the crowd engages
          like we've never seen them.

                         ALI/GIRLS

          I WANT A TOUGH LOVER, YEAH, YEAH. I

          NEED A TOUGH LOVER. WHOOO. I WANT A

          TOUGH LOVER. YEAH-YEAH.

                         BARTENDERS/GIRLS

          TOUGH LOVER. UH-HA...
          The girls come alive, finally able to sing a song they've
          been faking for so long

                         ALI

          THE SEVEN SISTERS GOT NOTHING ON

          HIM, I 'M TALKING ABOUT A LOVER

          WHO ' S FAST AS THE WIND. EVER YONE ' LL

          TALK HOW HE'S GOT ME FIXED, IT

          AIN'T VOODOO IT'S JUST THAT TWIST.

                         (MORE)

                         

                         

                         

                         

          66.

                         ALI (CONT'D)

          HE'LL BE THE GREATEST LOVER EVER

          COME TO PASS, DON JUAN AIN'T GOT

          HALF A CHANCE. HE'LL MAKE ME LAUGH

          AND HE'LL MAKE ME CRY, HE'LL BE SO

          TOUGH HE ' LL MAKE VENUS COME ALIVE.

          HE 'LL DO ANYTHING THAT HE WANTS TO

          DO, STEP ON JESSIE JAMES' BLUE

          SUEDE SHOES.

                         ALI/GIRLS

          I WANT A TOUGH LOVER, YEAH, YEAH. I

          NEED A TOUGH LOVER. WHOOO. I WANT A

          TOUGH LOVER. YEAH-YEAH.

                         BARTENDERS/GIRLS

          TOUGH LOVER. UH-HA::!
          The room ERUPTS IN APPLAUSE, knowing they caught a once-in-a-
          lifetime performance. Marcus stands, clapping, whistling.
          Ali basks in it, jubilant, rapturous. She glances to the
          wings and sees Sean, clapping and jumping in place. Then she
          sees Tess beside him, stone-faced.

          INT. BURLESQUE LOUNGE - BACKSTAGE - NIGHT

          The Girls exit the stage in a flurry, everyone congratulating
          Ali -- a whirlwind of hugs, kisses. Ali reaches Tess.

                         ALI
          Tess, when the music stopped--

                         TESS DAVE
          Why didn't you tell me you I have no idea what happened.
          could blow like that?

                         ALI (CONT'D)
          I did.
          Tess spots a TATTOOED BAND GUY in the door.

                         TESS
          Do you boys know all the music?

          TATTOOED BAND GUY
          Hell, yeah.
          Nikki wanders in, drink in hand. Tess looks at them all.
          Plants her hands on her hips.

                         

                         

                         

                         

          67.

                         TESS
          Okay, then. Tomorrow night, Ali
          sings lead, everyone else is back-
          up. Questions?
          Ali can't keep from beaming as she shakes her head, no!

                         TESS (CONT'D)
          Good.
          The Girls file into the dressing room. Tess heads out, past
          Nikki.

                         NIKKI
          "People don't come to hear us
          sing."

                         TESS
          No. But they'll come to hear her
          sing. Dry out and maybe you can
          back her up.
          She leaves. Nikki scowls. Sean grabs Ali.

                         SEAN
          Bitch, you SANG that damn song!
          He heads off to the dressing room, too, leaving Nikki and Ali
          alone together. Their eyes meet.

                         NIKKI
          One of us has clearly
          underestimated the other.
          She tosses her glass in the trash and leaves Ali alone.

          INT. BURLESQUE LOUNGE - NIGHT

           Ali trots out from backstage, spots Jack behind the bar. She
          heads over to him. Before she gets there:

                         MARCUS
          Where'd you learn to sing like
          that?
          She turns. Marcus is there. Handsome, charming and devious as
          ever.

                         ALI
          You can't learn to sing like that.

                         

                         

                         

                         

          68.

                         MARCUS
          Well, you're too good to be singing
          here.

                         ALI
          I just got into the show and
          suddenly I'm too good for it?
          Shrugs, "but, you are" then--

                         MARCUS
          How about a drink?

                         ALI
          Sure. Jack's at the bar. Tell him I
          sent you. It's on me.

                         MARCUS
          But I hate lines.
          AT THE BAR - Jack looks up, SEES Ali and Marcus talking.
          BACK ON MARCUS who looks Ali up and down.

                         MARCUS (CONT'D)
          Seriously. You sound even better
          than you look. Which is saying a
          lot.

                         ALI
          Talk about a "line."
          She smiles, amused, and heads away from him, toward the bar.
          He watches her go. Tess intercepts Ali.

                         TESS
          What did he want?

                         ALI
          Directions to the bar.
          As Ali heads off. Tess glances back at Marcus, mistrustful.

          INT. EMPTY BURLESQUE LOUNGE - NIGHT

          After hours. The club is closed. Jack, Ali, Coco, Sean and
          Georgia are sitting around the bar as Jack closes up.

                         JACK
          You blew me away! Who knew you
          could sing like that?

                         

                         

                         

                         

          69.

                         COCO
          Who knew any white chick could sing
          like that? You channeled that shit.

                         SEAN
          How the hell do you do that, girl?

                         ALI
          I don't know, I can't explain it.
          It's like -- I start singing, and
          something starts to move inside me.
          It's in my hands, my feet, my gut,

                         MY THIGHS
          She runs her hands over her body as she describes it. Jack
          watches her -- holy smokes. Sean notices his gaze on her.

                         ALI (CONT'D)
          and it just builds and builds
          till I feel like I'm gonna explode.

                         GEORGIA
          Trust me, I know what that feels
          like. I have to pee. Again.
          She hops off the stool and scurries to the back. Coco
          stands, to leave. Looks at Ali.

                         COCO
          Wanna grab something to eat?
          Ali looks back at Coco -- validated. Accepted. At last.

                         ALI
          Yeah. Lemme get my bag.
          Ali moves off. Coco goes to get her coat. Sean sees Jack
          still watching Ali as she walks across the room.

                         SEAN
          Well, will you look at that.

                         JACK
          What?

                         SEAN
          You looking at that girl the way I
          looked at you all those years.
          Only difference: you actually stand
          a chance with her.

                         JACK
          I have a fiancee.

                         

                         

                         

                         

          70.

                         SEAN
          Three thousand miles away.

                         JACK
          We talk every day.

                         SEAN
          Let me guess what about: her, her
          and...oh! Her.
          Jack shoots him a glare.

                         SEAN (CONT'D)
          All I'm saying is, this one's
          beautiful on the inside too. And
          she won't be on the shelf forever.
          Ali comes back, ready to go. Feels them stop talking and
          look at her.

                         ALI
          What?

                         SEAN
          I was just explaining to Jack that
          even opportunity has a shelf life.
          Jack grabs a trash bag and takes it out back. Sean looks at
          Ali more closely. He brushes her hair out of her face. Then
          he holds it off her shoulders and raises that gay eyebrow.
          - INT. SALON - DAY - Ali sits in front of a mirror while Sean
          gives the HAIRDRESSER very specific instructions.
          - INT. JACK'S APARTMENT, AT HIS KEYBOARD, Jack plays a high-
          energy style piano which runs over a QUICK SEQUENCE: It's the
          instrumental music to: "BUT I'M A GOOD GIRL."
          - INT. BURLESQUE LOUNGE - The Burlesque Girls dance on stage,
          performing a high-energy tap dance, coupled with a European
          slap-dance, with the slapping of each other's bodies and
          faces integrated with tapping and music. It's very cabaret,
          but modernized with contemporary STEPPING. CARRY MUSIC:
          - INT. SALON - LATER - The HAIRDRESSER spins the chair
          around. Ali's her hair is platinum blonde, with bangs and a
          Louise Brooks bob that frames her face beautifully. Her
          smoky eyes pop like never before. Ali studies herself:

                         ALI
          Where have I been all my life?

                         

                         

                         

                         

          71.

          - INT. BURLESQUE LOUNGE - NIGHT - CAMERA MOVES OVER THE

           AUDIENCE, the brass section kicks in giving the piano a
          BIGGER, BAWDY, SHOW-STOPPING BOISTEROUS SOUND as Ali APPEARS
          with her new look. Amazing. Like Helmut Newton meets Carnaby
          St. circa 1965. As she begins this HIGH ENERGY SONG-- Jack is
          looks up from the bar. Totally blown away.

                         ALI (CONT'D)

          THE DRESS IS BOHAN. THE SHOES ARE

          JOURDAN. THE BAG NORTH AFRICAN, AND

          SO IS THE TAN. MY ADDRESS TODAY,

          FABER ST. HONERE, TOMORROW RIO, THE

          CONCORDE THE WAY. MY RING IS

          BULGARI, IT MAKES THEIR HEADS

          TWIRL, THEY ALL SAY, 'DARLING, WHAT

          DID YOU DO FOR THAT PEARL?' WHAT? I

          AM A GOOD GIRL. NEW YORK 54. CREON,

          COTE D 'AZUR. L. A. POLO LOUNGE, FOR

          BREAKFAST FOR SURE. PARIS, LA

          PLAZA, OR MAYBE THE RITZ. IN LONDON

          THE PLAYBOY, IN TRUTH IT'S THE

          PITS. YOU KNOW I HAVE FOUND, THE

          WORD ' S GONE AROUND. THEY ALL SAY MY

          FEET NEVER DO TOUCH THE GROUND.

          WHAT?. I AM A GOOD GIRL.
          Ali finishes the song to big applause. Takes her bow. Makes
          her way off the stage and ACROSS the club to...
          JACK AT THE BAR - he turns to see Ali.

                         ALI (CONT'D)
          Hiya, big boy.
          She spins herself around on a bar stool, so he can see all
          angles. Jack likes plenty. Way too much.

                         ALI (CONT'D)
          What do you think?

                         JACK

                         (FLUSTERED)
          It's...I think-you look...I mean,
          yeah... do you like it?
          Not the reaction she was looking for.

                         ALI
          Jack. It's okay for you to think I
          look hot. We're friends for
          chrissakes. It's not like we're
          brother and sister.

                         

                         

                         

                         

          72.
          She rolls her eyes, gets up, and heads backstage. Jack
          watches her go--

                         JACK

                         (TO HIMSELF)
          No. We certainly are not.

          INT. BURLESQUE LOUNGE - BACKSTAGE - NIGHT

          The Burlesque Girls are prepping for the show.

                         NIKKI
          Why the hell is everyone having a
          conniption over her? She's just a
           tacky, pushy girl from a --
          Ali -- sexy, sophisticated, gorgeous -- enters.

                          NIKKI (CONT'D)
          -- fly-over state.
          Ali pretends she didn't hear. She sits at her mirror. The
          girls stare at her, mouths agape. Ali picks up her mascara
          wand, looks down the mirror at Nikki's reflection.

                         ALI

                         (FAUX INNOCENT)
          What's a fly-over state?
          Ali takes a deft stroke of her wand over her lashes, then
          bats them at Nikki. Nikki walks out. Coco smiles with
          appreciation. Whistles long and low. The girls all laugh.

          INT. BURLESQUE LOUNGE - NIGHT

          Tess glad-hands guests, then spots Vince, waving at her. She
          starts over, then sees Marcus in the booth with Vince. She
          turns and walks the other way. Vince catches up to her.

                         VINCE

                         TESS --

                         TESS
          Vince, if I were going to sell, I'd
          have sold to those idiots building
          that monstrosity across the street.
          I said no.

                         

                         

                         

                         

          73.

                         VINCE
          Which made Marcus bump his offer up
          again. It's obscene, what he wants
          to give us. At least hear him out.

          INT. BURLESQUE LOUNGE - TESS'S CLUTTERED OFFICE - NIGHT

          Tess, at her desk, reads a contract. Marcus and Vince sit
          across from her, watching.

                         MARCUS
          It's very simple. I buy you out
          and pay you a million off the top.
          (motions to Vince)
          Five hundred grand each.
          Tess looks up from the contract, squints at Marcus.

                         TESS
          Why do you want this club so badly?

                         MARCUS
          Best view on the Sunset Strip.

                         VINCE
          Do you know what you could do with
          that money, Tess?

                         TESS
          Do you know what you can do with
          that money, Vince?

                         VINCE
          Be reasonable. We're rolling
          vendors ninety days out.

                         MARCUS
          The club's not even worth what you
          paid for it. You've got a second
          mortgage, you can't get a third.
          Tess looks at Vince, betrayed.

                         TESS
          Did you also tell him about the
          tattoo on my ass?

                         VINCE
          It's business, Tess. Not personal.

                         

                         

                         

                         

          74.

                         TESS
          My business. Which I built from
          the ground up.

                         MARCUS
          You're not gonna get another
          opportunity like this.

                         TESS
          Exactly.
          She looks at a photo on her wall: the Burlesque Girls, in all
          their glory.

                         TESS (CONT'D)
          Which is why I'll never let it go.
          She gets up, opens the door, ushering them out. Marcus
          shoots Vince an angry look as they head downstairs.
          IN THE STAIRWELL, Vince reassures Marcus:

                         VINCE
          Don't worry. The balloon payment's
          due on the first. She doesn't have
          the money. She has to sell.
          IN TESS'S OFFICE, Tess stands in the doorway, having heard.
          Then she walks back to her desk and sits, dejected. Head in
          her hands. For the first time ever, looking worried and
          defeated. Something she'd never show anyone. A beat. Then:

                         SEAN
          Well. We've had a pretty good run.
          She looks up. Sean is in the doorway.

                         SEAN (CONT'D)
          Maybe it's time to just.. .hang it
          up. Let it go. Call it a day.
          Tess's eyes go steely with determination.

                         TESS
          No. You cannot say that to me. I
          can eat these "sky is falling"
          dipshits for breakfast, lunch, and
          dinner, but not YOU. You cannot be
          that person. I've scoured dirty
          flea markets for costumes, stayed
          up all night sewing till my fingers
          bled, painted and repainted every
          goddamn wall of this place myself.

                         (MORE)

                         

                         

                         

                         

          75.

                         TESS (CONT'D)
          I choreographed every step of every
          number. I've played nursemaid,
          sister, mother and shrink to every
          girl who's ever danced here. I've
          hocked every keepsake I've ever
          owned to keep this place afloat.
          Because this club is the last of
          it's kind, and if it goes away, one
          day there won't be anything like it-
          - and THAT would be a tragedy. So
          you cannot say that to me. Because
          now someone's gotta believe in me,
          Goddamnit. And I need that person
          to be you. So don't you ever let me
          hear you say that again. I will
          never let this club go. Never.
          Sean looks at her...a wry smile.

                         SEAN
          There she is. Thought I'd lost you
          for a minute.
          Tess just looks at him, and smiles. He grabs a boa, throws it
          around his neck and exits. When he's gone, Tess's smile
          fades.
          IN THE CLUB, the place is empty. Jack is wiping down the bar
          cleaning up. He starts stacking some chairs in the house
          as..SEAN CROSSES the floor.

                         SEAN (CONT'D)
          Night, Jack.

                         JACK
          Night.
          Sean EXITS as Jack carries a stack of chairs to the side of
          the room, sets them down near the piano. STOPS, grabs a chair
          for himself and sits down. Begins to play an original song.
          ACROSS THE ROOM, Ali ENTERS from backstage. Her dance bag
          over her shoulder. She HEARS the piano, peers around a
          column, SEES Jack playing. She stays in the shadows and
          watches as he sings and plays a beautiful song. (TBD)
          The song ends. Ali applauds slowly. Impressed. Jack looks up,
          surprised that she is there.

                         ALI
          Beautiful. You write that?

                         JACK
          Just some sentimental crap. Ready?

                         

                         

                         

                         

          76.
          She smiles at his modesty. Nods. He crosses to her. Grabs her
          dance bag and they EXIT together.

          INT. JACK'S APARTMENT - LATE AFTERNOON

          Jack enters, unloading his keyboard from his back. He hears
          Ali in the bedroom. He quietly moves over to the ajar
          bedroom door -- peeks in and sees:
          ALI, in bra and undies. She hums the song he played the night
          before in the mirror as she gets dressed.
          ON JACK, watching, mesmerized. His eyes travel her body.
          She moves out of view. He leans against the wall to try to
          keep seeing her -- and steps on the CAT. It MEOWS. He
          flattens against the wall. Ali looks up.

                         ALI
          Jack?
          Jack zips back to the door, opens it quietly, then SLAMS it.

                         JACK
          Hey! Just got home!
          Ali grabs a dress from her bed, slips into it.

                         ALI
          In here! Can you zip me up?
          In a nanosecond-- Jack enters the bedroom.

                         ALI (CONT'D)
          Hey. Where you been?

                         JACK
          Rehearsing. I'm playing a late
          show tonight.
          As he zips up the back of her dress, he sees the PHOTO
          propped against the lamp on the bedside table.

                         JACK (CONT'D)
          Who is that?
          She picks up the picture. Looks at it.

                         ALI
          Me and my mom on my 7th birthday.
          She died just a few weeks later.

                         

                         

                         

                         

          77.

                         JACK
          She was so young.

                         ALI
          24. There was so much she never
          got to do. Sometimes I feel like,
          if I make the most of my life, part
          of her will get to live a little
          more, too.

                         JACK
          Wow. You must miss her.
          She puts the photo down. Turns back to him. They're close.

                         ALI
          Every single day, something happens
          I want to tell her about.

                         JACK
          What was today's?
          A beat. Their eyes connect.

                         ALI
          Don't know. Hasn't happened yet.
          They stand there, close to each other. Jack sees a strand of
          hair caught in the earring. He pulls it away, freeing it.
          His fingers move through her hair. She closes her eyes,
          feeling his fingers against her neck.
          Then she opens her eyes, looks at him. He looks back, unable
          to look away. Until:
          His CELL PHONE RINGS. Breaking the mood. He pulls it from
          his pocket. Checks who's calling. Looks back at Ali.

                         JACK
          I should... it's... Natalie.
          Ali steps away from him, disappointed. He answers the phone.

                         JACK (CONT'D)
          Hey, babe, how are you?
          Ali watches him walk away from her, falling into the
          conversation with Natalie.

                         JACK (CONT'D)
          Yes, she's still here-What do you
          want me to do, it's not like you're
          here helping out, you know...

                         

                         

                         

                         

          78.
          Ali grabs her bag and jacket, heads for the door.
          MUSIC UP: An incredibly sexy saxophone which takes us to:
          FULL CLOSE UP: ALI steps into frame, starts singing.

                         ALI

          A GUY WHAT TAKES HIS TIME...
          PULL BACK to reveal she's on stage at the club with the
          BURLESQUE GIRLS. Finger waves and 1920's sexy clothes.

                         ALI (CONT'D)

          I'LL GO FOR ANY TIME. I'M A FAST

          MOVIN' GAL WHO LIKES THEM SLOW.

          GOT NO USE FOR FANCY DRIVIN', WANT

          TO SEE A GUY ARRIVIN' IN LOW. I'D

          BE SATISFIED TO KNOW A GUY WHAT

          TAKES HIS TIME...

          THE SONG CONTINUES OVER:
          - INT. JACK'S LIVING ROOM - Ali lies on her stomach on the
          floor perusing a Fashion Magazine. Across the room, Jack sits
          on the couch, PLAYING HIS KEYBOARD--UNDERSCORING THE SONG. He
          looks at Ali. Watching her. Without looking up, she takes a
          pencil, gathers her hair, and puts it up expertly. A few
          strands fall back onto her neck. Sexy. Ali feels his stare.
          Looks up at him. Smiles. He smiles back. She goes back to her
          magazine. ON JACK. Loving that she's there.
          - INT. BURLESQUE LOUNGE - DRESSING ROOM - Ali, the Girls and
           Sean getting ready. Georgia bursts into the room, showing off
           an ENGAGEMENT RING. Everyone jumps up, congratulates her.
          - INT. BURLESQUE STAGE - The GIRLS and Ali vamp, singing:

                         ALI (CONT'D)

          A GUY WHAT TAKES HIS TIME, I'D GO

          FOR ANYTIME. A HASTY JOB REALLY

          SPOILS A MASTER'S TOUCH ...
          AT THE BAR, Jack watches as he pours drinks.
          - EXT. STREET. AFTERNOON - Ali on the back of Jack's
          motorcycle, puts her arms around his waist. Jack revs the
          engine. Weaving through traffic on the Strip. The wind in
          their hair. Her scarf tears away, lifting into the air...
          - INT. BURLESQUE STAGE - Ali and Burlesque girls continue...

                         

                         

                         

                         

          79.

                         ALI (CONT'D)

          I DON'T LIKE A BIG COMMOTION, I'M A

          DEMON FOR SLOW MOTION OR SUCH. WHY

          SHOULD I DENY, THAT I WOULD DIE, TO

          KNOW A GUY WHAT TAKES HIS TIME ...
          - INT. JACK'S LIVING ROOM - Ali, Sean, Tess, Scarlett, Anna,
          Georgia, DAMON (her fiance), hanging out in the living room,
          decorated with party gear. The lights dim and Jack and Coco
          enter with a birthday cake. They set it in front of Ali.
          Ali looks around at her friends, drinking it in. She locks
          eyes with Jack -- then closes her eyes and BLOWS.
          - INT. BURLESQUE STAGE - Ali, still singing her song.

                         ALI (CONT'D)

          I CAN SPOT AN AMATEUR, APPRECIATE A

          CONNOISSEUR IN HIS TRADE, WHO WOULD

          QUALIFY, NO ALIBI, TO BE THE GUY,

          WHO TAKES HIS TIME...
          PULL BACK to reveal A PACKED HOUSE. The audience goes nuts.
          Marcus is at his table, clapping, whistling, her biggest fan.

          INT. BURLESQUE LOUNGE - AT THE BAR - LATER

          Ali walks up to the bar.

                         ALI
          Hey -- when can you cut out? I'm
          about to fall asleep standing up.

                         JACK
          I have that gig, remember? In
          fact, I gotta head out or I'm gonna
          be late.
          (checking his watch)
          I can maybe swing you home before.

                         ALI
          No, that's okay, you go. I'll grab
          a ride with Coco.
          He grabs his jacket from under the bar. As he heads out:

                         JACK
          By the way -- you killed.

                         ALI
          (looks at him, smiles)
          Thanks.

                         

                         

                         

                         

          80.
          He disappears out the back exit. Ali turns around and finds
          herself face to face with Marcus.

                         MARCUS
          You ready?

                         ALI
          For what?

                         MARCUS
          I'll drop you off.

                         (BEAT)
          Coco left five minutes ago.
          She realizes he was listening to her conversation.

                         ALI
          Excuse me?

                         MARCUS
          Sorry-- I was coming to talk to you
          and caught the end of your
          conversation.

                         ALI
          (putting on her coat
          reaching for her bags)
          Talk to me about...?

                         MARCUS
          Dinner. With me. Gimmie that.
          He swoops down and GRABS her dance bag and purse, turns and
          heads out.

                         MARCUS (CONT'D)

                         (WALKING AWAY)
          If you ever expect to see this bag
          alive again... you'll come with me.

                         ALI
          Hey...! Come back here...!

          INT. MARCUS'S BENTLEY - NIGHT

          ON Ali, looking out the window with her arms crossed. WIDEN
          to REVEAL, she's in car with Marcus, zipping along Sunset.

                         ALI
          Where are you taking me?

                         

                         

                         

                         

          81.

                         MARCUS
          I told you-- to dinner.

                         ALI
          Dinner? What about Nikki-- What's
          up with you and Nikki?

                         MARCUS
          We're friends.

                         ALI
          Where I'm from friends don't chew
          each other's earlobes.

                         MARCUS
          Aren't you glad you left?
          (then, remembering)
          Oh, damn!

                         ALI
          What?

                         MARCUS
          I just remembered I have to make a
          quick appearance at a party.

                         ALI
          You just remembered.

                         MARCUS
          It's on the way. We'll be quick.
          Ten minutes, tops. Do you mind?

                         ALI
          And if I do.

                         MARCUS
          Then you've been kidnapped.
          He turns off Sunset and heads up into the hills.

          EXT. MODERN HOUSE - HOLLYWOOD HILLS - NIGHT

          Sprawling 60's modern. Walls of glass. Jetliner views.
          Valets running around out front.

          INT. MODERN HOUSE - HOLLYWOOD HILLS - NIGHT

          Fabulous party underway. Packed with glitterati. Music
          blares, caterers weave through the hip crowd. Marcus leads
          Ali in and guides her through the crowd.

                         

                         

                         

                         

          82.

                         ALI
          Wow. Nice house.

                         PARTY GUEST
          Hey, Marcus --

                         MARCUS
          Hey, how you doing?
          He shakes the guy's hand and moves on through the party.
          Someone else calls out to him.

                         ANOTHER GUEST
          Marcus!

                         MARCUS
          Hey, let me get a drink, I'll be

                         BACK --
          Marcus pulls Ali in the opposite direction, avoiding another
          GROUP trying to greet him. He grabs two wine glasses off a
          tray, gives one to Ali, then pushes through a door into:

          INT. MODERN HOUSE - KITCHEN - NIGHT

          Bustling, food and booze everywhere. Marcus spots several
          trays of hors d'oeuvres. He picks up two of them.

                         ALI
          Marcus -- you can't just take that.

                         MARCUS

                         SHHH --
          He hands her one tray, sticks a bottle of wine in one pocket,
          throws an opener in another.

                         ALI
          They're gonna throw us out of here.

                         MARCUS
          Not if we sneak out first, come on.
          He kicks open a back door.

          EXT. MODERN HOUSE - BACK YARD - NIGHT

          A sky full of stars, hovering over an expansive back yard.
          Music from the party drifts out. Marcus looks around, up --

                         

                         

                         

                         

          83.

                         MARCUS
          Up there.
          He starts up some steps to an outdoor gazebo. Ali follows.
          They pass AN INCREDIBLY WELL-DRESSED COUPLE coming down.

                         GUY
          Hey, Marcus --

                         MARCUS
          Hey, Guys. Greg, Marla, this is
          Ali.
          They exchange hellos. Ali notices:

                         ALI
          Ooh. Killer shoes.

                         MARLA
          Aren't they? Louboutins.

                         GREG

                         (TO MARCUS)
          Great party, as always.

                         MARCUS
          Glad you could come.
          Ali stares at Marcus. He smiles, takes her hand, keeps
          leading her up the stairs.

                         AL I
          You had to make an appearance at
          your own party?

                         MARCUS
          Would've been rude not to, right?
          You'd like those guys. Greg's the
          entertainment editor at the Times,
          and Marla's a designer.
          Ali glances back at Marla again, locks in on her shoes.

                         AL I
          I'm gonna dream about those shoes.

                         MARCUS
          Thousand dollars a pop.

                         AL I
          Jesus. Who can afford that?

                         

                         

                         

                         

          84.

                         MARCUS
          I can.

                         ALI
          Hey, I saw them first.
          He laughs as they reach the top of the stairs and a
          BREATHTAKING PANORAMIC VIEW OF THE ENTIRE CITY is revealed.
          Ali pauses, taking in the glittering, massive view of L.A.

                          ALI (CONT'D)
          Whoa. L.A. looks one hell of a lot
          prettier from up here.

                         MARCUS
          It should. That view cost me three
          times what the house did.

                         (POINTING)
          See that strip mall down there?

                         ALI
          You own that too?

                         MARCUS
          No. I own everything above it.

                         ALI
          There is nothing above it.

                         MARCUS
          Exactly.

                         ALI
          You own...air?

                         MARCUS
          Air rights. The guy who owns the
          strip mall was having money issues
          and almost had to sell. Whoever he
          sold to would have put in a huge
          tower. So I bought the air rights.
          Now no one can ever build above one
          story.

                         ALI
          Aren't you the sly puss.

                         MARCUS
          Mall guy gets to keep his property.
          I get to keep the second best view
          in L.A.

                         

                         

                         

                         

          85.

                         ALI
          What's the first?
          He gazes at her. She rolls her eyes.

                         ALI (CONT'D)
          How many girls have you used that
          on?

                         MARCUS
          None who ever called me on it.
          He smiles. Looks at her. Then...

                         MARCUS (CONT'D)
          What do you want, Ali? In life.
          Girl like you, gives up everything,
          gets on a bus heading for total
          uncertainty-- she's got a dream. I
          want to know what it is.

                         ALI
          Why?

                         MARCUS
          Because you're talented enough to
          get whatever you want. And I'm
          smart enough to help make it
          happen. So? What do you want?
          A beat. She thinks about it. Looks him in the eye.

                         ALI
          I want to be the best singer I can
          be. I want to give as much joy as I
          get when I perform. And I want to
          die knowing I made the most of
          every opportunity life gave me.

                         MARCUS
          That's ...so beautiful.

                         AL I
          There wasn't a dry eye in the house
          when I said it at the Grundy County
          Junior Miss Talent Show.
          His eyes narrow.

                         MARCUS
          Why do you women always take
          advantage of nice boys?

                         

                         

                         

                         

          86.

                         ALI
          Oh, please. You are SO not a nice
          boy.
          He clinks her glass. Smiles at her. Devilish and sexy.

          INT. MARCUS'S HOUSE - WEE HOURS - NIGHT

          Party's over. Lights low. Ali walks through the almost-
          empty house, passes a COUPLE making out on a couch, a GUY who
          holds out a joint. She motions "no thanks", heads into the:
          LIVING ROOM, where Marcus is asleep on a Bertolli chair,
          drink in hand. An OLDER GUY is playing the piano quietly.
          Ali takes the drink from Marcus's hand, sets it on the table.
          She hears the pianist start a new song: (TBD). She smiles.
          Goes over to him.

                         ALI
          Ooh, I love this song.
          The Piano Player scoots to make room. She sits beside him. He
          starts humming along. She does too. Then he sings a line.
          She sings one back. And they fall in together. Not vamping,
          not performing. Just feeling the beauty of the music in the
          middle of the night.

          INT. JACK'S APARTMENT - NIGHT - CARRY MUSIC

          Jack quietly lets himself in. He sets his keyboard down, then
          sees the bedroom door cracked, the light on.

                         JACK
          Ali?
          He looks in. Empty. He checks the clock: 4:45. He hears a
          "meow", and sees the cat. He picks it up, turns out the
          light, and leaves the room.

          INT. BURLESQUE LOUNGE - BACKSTAGE - NIGHT

          Sean, Coco, Nikki, Jesse, and the rest of the girls in early
          stages of getting ready. Ali enters.

                         COCO
          Someone has a package!
          Ali sees A GIFT BOX at her station. She reads the card: "You
          saw them first." She opens the box and sees the Louboutins.

                         

                         

                         

                         

          87.

                         JESSE
          Ooh. Faboo.
          Nikki picks one up -- checking their authenticity.

                         NIKKI
          Who's the sucker?
          All eyes turn to Ali. She's saved by Tess entering.

                         TESS
          Coco-puff, shake a leg, you're on
           in five, Georgie-Girl, Ali-Cat --
          move, move, move --
          Tess exits.

                         ALI
          Ahh. My Nanna used to call me her
          Ali-Cat.

                         SEAN
          Yet another fascinating story.

                         NIKKI
          Why doesn't Tess have a nickname
          for me?

                         COCO
          Oh, she does.
          A knowing look amongst the girls.

                         NIKKI
          She never uses it.

                         SEAN
          Sure she does.

                         NIKKI
          When?

                         SEAN
          Just after you leave the room.
          Nikki gives him the finger and walks out. A beat. Then:

                         GIRLS TOGETHER
          Coke-whore.
          They crack up. CUE MUSIC: "STRANGE THINGS HAPPENING"

                         

                         

                         

                         

          88.

          INT. BURLESQUE LOUNGE - ON STAGE - NIGHT

          Ali and the Burlesque Girls vamp forward and perform "STRANGE
          THINGS HAPPENING", a decadent, rockin' dance/singing number.
          Scantily-clad girls pose and dance on chairs with images
          projected onto them -- a rock fantasy with burlesque moves
          (like Bob Fosse's "All That Jazz")

                         ALI

          WELL I STAY OUT LATE AT NIGHT. I

          DON'T TREAT MY BABY RIGHT. THERE'S

          STRANGE THINGS HAPPENING EVERY

          DAY...

          MUSIC CONTINUES OVER:
          - INT. JACK'S APARTMENT - Jack, playing his keyboards. Ali
          comes in, wearing the Louboutins.

                         JACK
          You were out late last night.

                         ALI
          I got a ride home with that guy--
          Marcus-- we went to a party. It was
          fun.

                         JACK
          Marcus the Asshole?

                         ALI
          Yeah. Turns out he's not so bad.
          She heads past him, toward the kitchen. He notices:

                         JACK
          New shoes?

          - INT. BURLESQUE LOUNGE - ON STAGE - NIGHT

           Ali, singing. Marcus in the audience, watching her.

                         ALI

          THE LOVE THAT YOU REFUSE, SOME

          OTHER GUY CAN USE, STRANGE THINGS

          ARE HAPPENING EVERY DAY ...

          - INT. BURLESQUE LOUNGE - NIGHT

           Ali performing. Marcus watching from his table. With him is
          GREG (from the party). Jack watches from the bar.

                         

                         

                         

                         

          89.

          ALI (O.S.) (CONT'D)

          OOH EVERY DAY ...
          All the Bartenders sing, except Jack, who keeps his eyes on
          Marcus.

                         BARTENDERS

          EVERY DAY!

                         ALI

          EVERY DAY.' THERE ' S STRANGE THINGS

          HAPPENING EVERY DAY ...

          - INT. JACK'S APARTMENT - DAY

           Ali getting dressed to go out. She's wearing the Louboutins,
           crossing back and forth in front of Jack, who's on the sofa.

                         JACK
          There's only one reason a man buys
          a woman shoes, you know.

                         ALI
          So what if I'm getting a little
          male attention.

                         JACK
          You get a lot more than a little.

                         ALI
          Not from anyone who matters.

                         JACK

                         (CLEARLY IRRITATED)
          I just think that you should be
          careful.
          Ali stops in front of him. Hands on her hips.

                         AL I
          And I just think that -- if you
          really feel the need to tell a girl
          what she should and shouldn't do,
          you should pick up the phone and
          call your fiancee.

          - INT. BURLESQUE LOUNGE - NIGHT

          Ali continues to sing.

                         ALI (CONT'D)

          WELL, I'D NEVER MISS MY WATER,

          UNTIL MY WELL RUNS DRY...

                         

                         

                         

                         

          90.
          AT THEIR TABLE, Greg leans into Marcus and whispers
          something, impressed. Marcus nods back: "Told you."

                         ALI (CONT'D)

          STRANGE THINGS HAPPENING EVERY DAY.

          - EXT. HOLLYWOOD HILLS - NIGHT

          Marcus drives Ali up the windy roads, into the hills.
          They're talking animatedly.

           ALI (O.S.) (CONT'D)

           .THEY WON'T BE SATISFIED, 'TIL

           THEY SEE TEARDROPS IN MY EYES ...

          - INT. JACK'S APARTMENT - NIGHT

           Jack staring at a note: "Jack: going out, see you tom'w. - A"

           ALI (O.S.) (CONT'D)

          STRANGE THINGS ARE HAPPENING

          EVERY DAY.

          - INT. BURLESQUE STAGE - NIGHT

          Ali moves in sync with the Girls. Tess watches from the
          wings, pleased.

                         ALI (CONT'D)

          STRANGE THINGS ARE HAPPENING EVERY

          DAY, OOH EVERY DAY!

                         BARTENDERS

          EVERY DAY!

                         ALI

          EVERY DAY. THERE ' S STRANGE THINGS

          HAPPENING EVERY DAY ...

          - INT. FABULOUS PARTY - NIGHT

          Marcus leads Ali through a party, introducing her to
          everyone, making sure she knows people and is known by them.

          ALI (O.S.) (CONT'D)

          WELL YOU THOUGHT I WAS A FOOL, BUT

          I GOT NEWS FOR YOU ... STRANGE

          THINGS ARE HAPPENING EVERY DAY.

          - INT. BURLESQUE LOUNGE - NIGHT

          Nikki watches from the wings, seething, as Marcus delights in
          Ali's performance.

                         

                         

                         

                         

          91.

                         ALI (CONT'D)

          I THINK I FOUND SOMEONE NEW ...

          - INT. JACK'S APARTMENT - NIGHT

          Wee hours. Ali comes in, shuts the door as quietly as she
          can, then tiptoes past Jack, asleep on the couch.

          ALI (O.S.) (CONT'D)

          AND I THINK IT'S THROUGH WITH

          YOU...
          After she passes... Jack's eyes open.

          - INT. BURLESQUE LOUNGE - NIGHT

          Ali, owning the stage and the room.

                         ALI (CONT'D)

          STRANGE THINGS ARE HAPPENING EVERY

          DAY ... YEAAAAAHHH: STRANGE THINGS

          ARE HAPPENING!! HAPPENING .1
          The SONG ENDS in a flourish. There's a CAMERA FLASH!
          FREEZE FRAME on the image: ALI, belting onstage, with the
          Burlesque Girls striking a pose behind her.
          WIDEN to see it's a photo on the front page of the L.A. TIMES
          Calendar section. The headline: "BURLESQUE HAS A VOICE:".

          INT. JACK'S APARTMENT - MORNING

          Jack, sleepy, in boxers, stares at the newspaper, bewildered.

                         JACK
          Hey. Have you seen this?

                         ALI
          What?
          Ali wanders out of the bathroom, brushing her teeth. He
          shows her the paper. She SCREAMS.

          INT. BURLESQUE LOUNGE - BACKSTAGE - AFTERNOON

          The Burlesque Girls (minus Ali) crowd around the paper.

                         NIKKI
          That's bullshit.

                         

                         

                         

                         

          92.

                         SCARLETT
          No. That's major.

                         NIKKI
          (pointing to photo)
          Look again. The only thing major is
          the size of your ass.
          Nikki walks off-- Scarlett pick up the paper, looks closer--
          Ali enters, dance bag over her shoulder, running late. The
          Burlesque Girls and Sean all APPLAUD (except Nikki) Ali
          smiles. Embarrassed. She curtsies sarcastically.
          Coco points to a BOUQUET OF ROSES at Ali's station.

                         COCO
          From Monsieur Louboutin, I presume.
          Ali reads the card: "To the best view in L.A. - M". Sean
          shoves her down in her seat, pulls her coat off.

                         SEAN
          Shake your tail, Alicat, you still
          got a show to do.

          EXT. THE BURLESQUE LOUNGE - NIGHT

           A PACKED LINE of chattering hipsters snakes down the block.

           MUSIC UP: "JUNGLE FEVER" BY THE CHAKACHAS. (REVAMPED BERLIN

                         MUSIC)

          INT. BURLESQUE LOUNGE - ON STAGE - NIGHT

          Daredevils Missy and Kitten DeVille, in striped stockings,
          corsets, and tons of cleavage, swing on a trapeze over the
          audience. Playing the comedy, grabbing each other in all the
          right places. Classic Burlesque, unusually bawdy. Equally
          suggestive, funny, and skillful.
          Tess, all dolled-up, weaves through the tables, greeting,
          welcoming, reveling in the crowd.
          FIND Ali as she strides over to Marcus's booth. He stands,
          hands her a glass of champagne.

                         MARCUS
          To the girl of the hour.

                         

                         

                         

                         

          93.

                         ALI
          I'm starting to think you'll go to
          any length.

                         MARCUS

                         (INNOCENTLY)
          I just made a call to Greg at the
          Times.

                         ALI
          Well-- I appreciate the kudos.
          (re: crowded room)
          And Tess appreciates the business.

                         MARCUS
          This has NOTHING to do with Tess.
          This is about you. And me.

                         ALI
          You are so full of it.
          He laughs-- takes her arm--

                         MARCUS
          I've got another friend I want you
          to meet.
          She sees HAROLD SAINT sitting in the booth. He's in his
          60's, still dressing like Robert Evans in his heyday.

                         MARCUS (CONT'D)
          Ali Rose, Harold Saint.

                         ALI

                         (SHOCKED)
          Harold Saint? Shut up. You worked
          with Etta James.

                         HAROLD
          Her, she chewed me up and spat me
          out, that one. But with her voice,
          I forgive her everything.

                         (THEN)
          You got a set of pipes on you, too,
          little girl. I like your sound.

                         ALI
          Thank you.

                         (SMILES)
          I like yours.

                         HAROLD
          You ever recorded?

                         

                         

                         

                         

          94.

                         ALI
          Not yet.

                         HAROLD
          We should do something about that.
          He stands. Turns to Marcus.

                         HAROLD (CONT'D)
          See you round, kiddo.
          He points his finger, gun-style, which would seem cheesy, but
          he's old school, so instead it's weirdly cool. He leaves.

                         ALI
          Holy shit. Harold Saint.
          AT THE BAR, Jack watches Ali and Marcus talking excitedly.
          Not liking what he sees. Sean breezes by, grabs a drink.

                         SEAN
          You snooze, you lose, pretty boy.

          INT. BURLESQUE LOUNGE - BACKSTAGE - NIGHT

          Sean grips the drink in his teeth as he bustles through the
          backstage, gathering costumes. He passes Tess going the other
          way.

                         TESS
          Can you believe this crowd?
          He dumps the costumes in her arms.

                         SEAN
          'bout time. These poor babies are
          begging for your glue-gun.
          Tess walks off with the armful of clothes, so happy, humming
          to herself, passes her OFFICE-- OPENS the door to SEE--
          VINCE is sitting at her desk. He flinches at the sight of her-

                         TESS
          Can you believe the crowd out
          there? Never thought I'd see-
          She stops in her tracks, spotting Vince's PANTS on the FLOOR,
          and a TRAIL OF WOMEN'S CLOTHES to...
          THE NEW COCKTAIL WAITRESS, peering out, half-dressed, from
          behind the curtains--

                         

                         

                         

                         

          95.

                          TESS (CONT'D)

                          (DISGUSTED)
           In my god damn office?
           She shakes her head-- GRABS HER PURSE-- and walks out.

          EXT. BURLESQUE LOUNGE - PARKING LOT - NIGHT

           Tess, pissed off, carries the damaged costumes out to her
          car. Nikki is behind her, following her out.

                         NIKKI
          Tess. We need to talk.
          Tess rolls her eyes, doesn't slow.

                         TESS
          Not now, Nikki.

                         NIKKI
          Yes, now. I've been here since the
          beginning. We built this club
          together. And then some girl shows
          up out of nowhere-- who hasn't even
          paid her dues--

                         TESS
          I'll get her to write a check
          tomorrow.

                         NIKKI
          And suddenly it's her show?

                         TESS
          No, it's not her show. It's my
          show. But people want to hear her
          sing. She's bringing them in off
          the streets. You better believe I'm
          building a show around her!

                         NIKKI
          I can sing too! And you know it.
          But you don't give a shit. You
          always say this is a dance troupe,
          now suddenly it's not?

                         TESS

                         NIKKI--

                         

                         

                         

                         

          96.

                         NIKKI
          And you expect me to dance behind a
          girl who struts in with a new pair
          of shoes she got for sleeping with
          Marcus Gerber?

                         TESS
          (unlocking her car)
          Nikki, you're wasted. Go home.

                         NIKKI
          I won't be upstaged by some slut
          with mutant lungs!
          Tess hurls the costumes in the trunk of her car, furious.

                         TESS
          So don't be! Leave! If you don't
          want to be a part of what's
          happening here, then I don't want
          you around.

                         NIKKI

                         (AGHASST)
          You'd destroy our friendship and
          break up the group over some girl
          you barely know?

                         TESS
          Since when do you care about
          friendship? Or this group? You're
          a trainwreck, Nikki! You put
          tequila on your breakfast cereal!
          I'm struggling to survive here, and
          you show up too drunk to dance!
          You call that loyalty?
          Nikki just looks at her--

                         NIKKI
          Okay, then. I quit!
          Nikki stomps off. Tess sighs --

                         TESS

                         NIKKI-- WAIT--

                         NIKKI
          Marcus says you're losing the club
          anyway!

                         (MOCKING HER)
          "They don't come to hear us sing"

                         (MORE)

                         

                         

                         

                         

          97.

                         NIKKI (CONT'D)

                         (SOTTO)
          Stupid bitch.
          Nikki flips her off and keeps walking. Then turns once more:

                         NIKKI (CONT'D)
          By the way: I slept with Vince the
          day after your honeymoon.
          Tess's eyes narrow. She grabs a HIGH-HEELED PUMP and HURLS
          it. It flies through the air and hits Nikki in the back of
          the head. Nikki SCREAMS, whips around, incredulous, to see:
          TESS, running right at her. Nikki bolts, heading for her
          car. She jumps in, locks the door just as Tess SMASHES her
          fist on the window and KICKS the door. Nikki starts the car.

                         NIKKI (CONT'D)
          You crazy bitch!
          Nikki screeches off, leaving Tess alone in the parking lot.
          Tess stands there a moment, then HEADS back into the club.

          INT. BURLESQUE LOUNGE - NIGHT

          The club is totally empty. Everyone is gone. Tess ENTERS,
          GRABS her bag as she spots a cabaret chair lying on it's side
          on stage. She crosses onto the stage. Picks up the chair
          as...

          DAVE (O.S.)
          Night, Tess.
          Tess looks up, Dave is closing up the sound booth.

                         TESS
          Night, Dave.
          Dave FLIPS a big lever, and almost all the lights go OUT,
          leaving one shaft of light across the stage. We HEAR Dave
          leave, as the street door closes shut. Tess alone on stage.

          BEGIN TESS SOLO SONG NUMBER. TO BE WRITTEN.

          INT. JACK'S APARTMENT - NIGHT

          Ali enters quietly, all dressed up. She slips off her heels
          and tiptoes to the bedroom. She slowly opens the bedroom
          door, then stops when she sees:

                         

                         

                         

                         

          98.
          JACK, asleep in the bed. Ali looks at him, then looks at the
          couch. Empty. She closes the door, fluffs the pillow, lies
          down on the couch, and pulls the blankets up over her.
          She lies in the darkness. PUSH THROUGH the wall to see Jack,
          lying awake in the bed, the cat on his lap.

          EXT. LOS ANGELES - WIDE PANORAMA - MORNING


          THE SOUND OF A COFFEE GRINDER

          INT. JACK'S APARTMENT - MORNING

          CLOSE ON Ali, sleeping on the sofa-- abruptly wakes to the
          deafening grinding of coffee. She gets up, drags herself to
          the kitchen. Sees Jack, grinding the coffee way longer than
          is necessary.

                         ALI
          You really need to do that at 6 in
          the morning?
          He turns, sees her.

                         JACK
          Little overdressed for breakfast.

                         ALI
          My pajamas were in my bedroom.
          Which was occupied.

                         JACK
          Well, you're never here so... it's
          stupid for me to crash on the couch
          every night when there's a
          perfectly good empty bed.
          Jack grinds the coffee beans again. Ali winces.

                         ALI
          So -- you want the bedroom back?
          Is that what you're saying?

                         JACK
          The bed should be used by someone.

                         ALI
          Hey, I'm home every night. Maybe
          not when you think I should be, but
          last I checked, you were my
          roommate, not my mother.

                         (MORE)

                         

                         

                         

                         

                         99

                         ALI (CONT'D)
          However, since it's an issue, what
          the hell, take the bed, I'll sleep
          on the sofa. I don't care.

                         JACK
          Fine.

                         ALI
          Fine.

                         JACK
          You'll have to move all your shit.

                         ALI
          I realize that.

                         JACK
          Cause the room's a total mess --

                         ALI
          I'll move my stuff, God --

                         JACK
          Clothes, make-up, shoes, hair
          things.

                         ALI
          Jesus, Jack, what is your problem?
          Ever since I started hanging out
          with Marcus, you've been acting
          like a class-A prick. Is there
          something you want to say?

                         JACK
          What? No. What do I care? You're
          ambitious, he can make things
          happen, go ahead, make a deal with
          the devil, what's it to me?

                         ALI
          First of all: He's not the devil.
          He's a smart businessman. And oddly
          enough-- a gentleman.

                         (JACK SCOFFS)
           Second: I'm gonna take the couch,
           and you're gonna 86 the attitude.
           Or I'm finding another place to
           live.
          She storms out of the kitchen, tripping over the cat-- a LOUD
           MEOW! as the cat scurries away, Jack intercepting him--

                         JACK
          And try not to kill the cat!

                         

                         

                         

                         

          100.
          A SLAM of the bedroom door. MUSIC UP: INSTRUMENTAL to "BABY
          IT'S YOUR by The Shirelles.

          EXT. SUNSET TOWER HOTEL - NIGHT - CARRY MUSIC

           CLOSE ON: A DIAMOND RING as it's placed on the hand of A
          VERY PREGNANT GEORGIA. Wearing an adorable mini-skirt
          maternity wedding dress. She looks at DAMON with devotion.
          Ali, Tess, Coco, Sean and Jack, all watching the ceremony.
          Ali looks over at Jack. He looks at her, then away.

          EXT. SUNSET TOWER HOTEL - NIGHT - CARRY MUSIC

          The reception is underway. GUESTS are drinking, dancing with
          the iconic backdrop of Hollywood behind them. Ali, Sean,
          Coco and Tess stand together drinking, overlooking the city.
          ACROSS THE TERRACE, Jack is talking on his cell phone.

                         JACK
          What do you mean, you're still in
          New York? ...So you just -- decided
          not to come? You think you
          might've wanted to, I don't know,
          let me know??? We haven't seen each
          other in six months.
          ACROSS THE TERRACE, Ali sees Jack yelling into his phone.
          Sean sees her watching.

          BACK ON JACK

                         JACK (CONT'D)
          .why does every conversation we
          have end up being about YOUR
          future...
          Jack looks across the terrace at Ali. Moonlight on her
          shoulders. A breeze in her hair.

                         JACK (CONT'D)
          .you know what, you're right. We
          both should be thinking about our
          futures. And I might just be
          looking at mine right now. Break a
          leg baby.
          Jack hangs up with finality and marches toward the bar-- His
          cell phone immediately rings again.

                         

                         

                         

                         

                         101
          He sees it's Natalie, sends it to voicemail, and shuts off
          his phone. As he PASSES Sean and Coco--

                         JACK (CONT'D)
          I guess Natalie's not coming after
          all.

                         SEAN
          Oh, please, that girl? Show up at
          a party where she's not the center
          of attention?
          AT THE BAR - LATER - Jack drains one drink and orders
          another, getting very drunk. Ali sidles up to the bar.

                         ALI

                         (TO BARTENDER)
          Shot of Patron.
          Jack raises his brow. Ali drinks the shot, and without
          looking at him--

                         ALI (CONT'D)
          Lookin' kinda lonely.

                         JACK

                         (BOOZEY)
          No. Not lonely. Liberated, yes.
          Libated, absolutely. But never
          lonely. Cheers, baby--
          He raises his glass-- she rolls her eyes, walks off-- he
          follows her, playfully PUSHING her from behind.

                         ALI
          Hey-- what're we, in junior high?

                         JACK
          You still mad at me, Iowa? C'mon.
          Bring it on.
          She starts to say something as-- THE SHIRELLES start to sing
          "BABY IT'S YOU"-- Jack turns to the DJ, points both fingers
          at him and YELLS:

                         JACK (CONT'D)

          I LOVE THIS SONG, MAN!!!
          Everyone stares at the drunk guy. Ali rolls her eyes and
          walks off-- Jack swings her around, PULLING her close-- she
          just looks at him. Starts to laugh at how drunk he is-- Jack
          wraps her in his arms and starts to sing quietly in her ear.

                         

                         

                         

                         

          102.

                         JACK (CONT'D)
          .Many many many nights go by, I
          sit alone, at home and cry, over
          you...

                         ALI
          Well, you're quite the crooner.
          He looks her in the eye.

                         JACK
          I'm sorry for being a class A
          prick.
           Ali smiles, surprised at his candor. He breathes a sigh of
          relief.

                         JACK (CONT'D)
          And as of about...
          (bleary look at his watch,

                         CAN'T FOCUS)
          .some time ago, I am officially a
          single man.

                         ALI
          You and Natalie split up?

                         JACK
          That we did. So. That explains what
          I'm doing here all alone. What are
          you doing here all alone?

                         ALI
          Do I look alone to you?
          They share a look. Then he spins her around in his arms. She
          laughs.
          AT THE BAR, tipsy Sean and Coco stand side-by-side. Coco is
          watching the DJ spin. The DJ glances down at them.

                         COCO
          That DJ's hot.

                         SEAN
          You think?

                         COCO
          He keeps looking at me.
          Coco smiles up at him, flirty. The DJ smiles back.

                         

                         

                         

                         

          103.

                         COCO (CONT'D)
          Hmmm...I think he's cuckoo for Coco-
          puffs.
          They look at each other, then crack up like giggling
          schoolgirls.

          EXT. JACK'S APARTMENT - NIGHT

          CLOSE ON: A KEY TRYING TO GO INTO A LOCK. Then it disappears
          from view. We hear it CLANK to the ground. Then giggles.

          ALI (O.C.)
          Whoopsie daisy --
          PULL BACK to find Jack and Ali, drunk, staring at the keys on
          the ground.

                         JACK
          Whoopsie daisy?

                         ALI
          My Nanna used to say that all the
          time. That and upsie jumpsie.

                         JACK
          Upsie jumpsie?
          (running it together)
          Upsie jumpsie, whoopsie daisy,
          upsie jumpsie, whoopsie daisy,
          upsie jumpsie --

                         (ABRUPTLY STOPS)
          When would she say that?

                         ALI
          When she wanted her dog to get on
          the bed with her. That is --

                         (DRUNKEN WHISPER)
          when she was alive.
          Their eyes meet. A connection. Then, staring into her eyes:

                         JACK
          (trying to be serious)
          The dog, or Nanna?
          Ali bursts out laughing. So does Jack, as he pushes the door
          open, and they fall into the apartment.

                         

                         

                         

                         

          104.

          INT. JACK'S APARTMENT - NIGHT

          Jack and Ali stumble in, Jack knocks the lamp over trying to
          turn on the light. It BREAKS. Ali giggles as she plops down
          on the couch, struggling to take off her leather boot. No
          luck. She holds her legs out.

                         ALI
          Help me.
          Jack gets the lamp to standing, then grabs one of Ali's
          boots, slides it off, dumps it. Then he tries the second --
          it sticks -- he pulls harder -- the boot pops off and he
          careens backwards, crashing into the lamp, knocking it over
          again. Ali cracks up. He turns to the lamp.

                         JACK
          (like to a dog)
          Stay.
          He turns back to Ali, regains composure, bows

                         JACK (CONT'D)
          Good night.
          He backs away, into the bedroom. Ali looks confused.

                         ALI
          Oh. Okay.

                         (BEAT)
          Good night.
          Jack disappears into the bedroom and closes the door. Ali
          stares at it, surprised. Then resigned. Oh, well. She
          undoes her bra, threads it through her top and out the arms.
          Then Jack's door opens. He stands in the doorway in matching
          "Rudolph the Red-Nosed Reindeer" pajamas, leaning against the
          doorframe like Hugh Hefner in his finest silk smoking jacket.

                         ALI (CONT'D)
          Cute jammies.

                         JACK
          A gift from my mother. Never worn
          them.

                         ALI
          Go figure.
          Jack walks past Ali, toward the door.

                         

                         

                         

                         

          105.

                         JACK
          Forgot to lock up.

                         (HE DOES)
          Okay. Night.

                         ALI
          Night again.
          He walks back into the bedroom and once gain shuts the door.
          Ali smiles to herself, plumps her pillow. The door flies
          open again -- Jack's there in just the pants, no top.

                         JACK
          Water. No hangover.
          He stumbles past Ali to the kitchen, drinks from the tap.
          After a moment he returns to the bedroom, nodding to Ali.

                         JACK (CONT'D)
          Night.
          Ali just nods. He closes the door. Ali smiles, waiting.
          After a beat, the door opens again. Jack is there, in boxers.

                         JACK (CONT'D)
          Hungry.
          He walks past her to the kitchen, opens a box of cereal,
          pours it into his mouth. Grabs some milk from the fridge,
          pours it into his mouth, too. Returns to the bedroom,
          crunching. He closes the door. Then -- very quickly -- he
          opens it again and walks out.

                         JACK (CONT'D)
          I know I forgot something else, but
          I just can't remember what...

                         (TO HIMSELF)
          Door locked, water, food...
          He wanders out into the room, past Ali, and we see from
          behind he is butt-ass naked. She cracks up.

                         JACK (CONT'D)
          What's so funny?
          She covers her face. He glances down.

                         JACK (CONT'D)
          Well I never!
          He strides back to the bedroom, shutting the door. After a
          moment, he comes back out dressed in an old, flowered
          bathrobe and fur-lined orange hunting cap.

                         

                         

                         

                         

          106.

                         JACK (CONT'D)
          I remembered what I forgot to do.

                         ALI
          What?

                         JACK

                         (SERIOUS)
          Kiss you goodnight.
           He crosses to her, takes her in his arms, and kisses her.
           She kisses back, making up for all their lost time.
           MUSIC UP: "PRISONER" a big, soulful ballad.

           PAN OFF THEM TO:

          INT. BURLESQUE LOUNGE - ON STAGE - NIGHT

          Ali steps into frame on stage, singing:

                         ALI

          I ' LL NEVER BE LONELY. I'LL NEVER

          LOSE YOU. I 'LL NEVER BE BLUE

          OR BE ALL ALONE. JUST DON'T EVER

          LEAVE ME. SO MY HEART WON'T GRIEVE

          ME. AND OUR GOOD LOVIN

          WON'T END IN VAIN...

          CARRY MUSIC AS CAMERA PANS UP OFF ALI AND DRIFTS BACK

                         DOWN TO:

          JACK'S APARTMENT - DAY
          Jack and Ali in bed, in post-coital bliss.

                         ALI (CONT'D)
          Well, it's official.

                         JACK
          What?

                         ALI
          You are definitely not gay.
          He smiles at her, drunk with lust. CAMERA PANS UP AND OFF OF

          THEM... THEN DRIFTS BACK DOWN TO:

          THE CLUB - NIGHT
          Ali on stage, lights blasting.

                         

                         

                         

                         

          107.

                         ALI (CONT'D)

          OH YOUR LOVE. HAS GOT ME IN

          CAPTIVITY-- YEAH. YOU'LL NEVER

          LEAVE ME, AND I ' LL TELL YOU WHY--

          YEAH. IN OTHER WORDS, IN OTHER

          WORDS, LISTEN, THIS IS FOREVER BABY

          I 'LL NEVER HAVE TO HEAR YOU SAY

          GOODBYE...

           CAMERA PANS UP OFF ALI AND DRIFTS BACK DOWN TO:

          JACK'S APARTMENT - DAY
           Ali and Jack in bed, in different positions, wrapped in
           sheets. Jack traces the outline of her lips with his finger.

                         JACK
          I've been wanting to do this since
          you first walked in the club.
          She cocks an eyebrow at him.

                         ALI
          Sure got a funny way of showing it.
          He smiles at her.

                         JACK
          I'll show you an even funnier way --
          you ready?
          He disappears under the sheets. She SQUEALS, starts laughing
          hysterically. CAMERA PANS UP AND OFF OF THEM THEN DRIFTS

          BACK DOWN TO:

          BURLESQUE LOUNGE - NIGHT
          Ali, on stage, belting:

                         ALI

          WE'RE JUST PRISONERS. OF OUR GOOD

          LOVIN. WE'RE JUST SLAVES, BOUND IN

          CHAINS. NO, NO, I DON ' T WANT TO

          EVER BE FREE, SO DON'T EVER LEAVE

          ME. AND OUR GOOD LOVIN,

          WON'T END IN VAIN...

          CAMERA PANS UP OFF ALI AND DRIFTS BACK DOWN TO:

          JACK'S APARTMENT - DAY

                         

                         

                         

                         

          108.
          Jack in bed, sitting against the headboard, wearing only a
          hat. Ali's leg in the foreground, a la The Graduate, as she
          pulls on one fishnet stocking. Jack watches, mesmerized.

                         ALI (CONT'D)
          So, what about Natalie...?

                         JACK
          Natalie who?
          Ali smiles. Rolls the stocking up over her shapely thigh,
          then slowly takes it off. Looks at Jack. He strikes his
          chest, struck by cupid--

                         JACK (CONT'D)
          Do it again.
          She giggles, repeats the sexy act for him. CAMERA PANS UP AND

          OFF OF THEM... THEN DRIFTS BACK DOWN TO:

          THE BURLESQUE LOUNGE - NIGHT
          Ali on stage, the big finish:

                         ALI

          OH YOUR LOVE. HAS GOT ME IN

          CAPTIVITY-- YEAH. YOU'LL NEVER

          LEAVE ME, AND I ' LL TELL YOU WHY--

          YEAH. IN OTHER WORDS, IN OTHER

          WORDS, LISTEN, THIS IS FOREVER BABY

          I 'LL NEVER HAVE TO HEAR YOU SAY

          GOODBYE.. . YEAH, YEAH, YEAH, YEAH,

          YEAH. WE'RE JUST PRISONERS, WE'RE

          JUST PRISONERS, OF OUR GOOD LOVIN,

          OF OUR GOOD LOVIN, WE 'RE JUST

          SLAVE, WE'RE JUST SLAVES

          BOUND IN CHAINS, BOUND IN CHAINS!

          INT. JACK'S APARTMENT - BEDROOM - MORNING

          Jack and Ali, twisted up in the sheets, their respective
          eyeliners smeared. Ali's platinum bob sticks up in all
          directions. Half of a fake eyelash stuck on her cheek.

          EXT. JACK'S APARTMENT - THE FRONT DOOR - DAY

          CLOSE ON THE LOCK as a key is inserted. The door opens.

                         

                         

                         

                         

          109.

          INT. JACK'S APARTMENT - DAY

           A PAIR OF WOMEN'S HEELS enter the apartment and pick their
           way over last night's discarded clothes and head for:

          INT. JACK'S APARTMENT - BEDROOM - DAY

           Where Jack and Ali are sleeping, entwined. The heels stop at
          the base of the bed. A beat. Then, enraged:

                         NATALIE

          I KNEW IT!
          Jack bolts up in bed. Stares.

                         JACK
          Natalie!
          Ali blinks awake. Confused.

                         ALI
          Natalie?
          Jack scrambles for something to put on.

                         NATALIE
          YOU are a LIAR. You're a sneaky,
          pathetic LI-AR!

                         ALI
          (quiet, to Jack)
          What 's she doing here:

                         JACK
          I don't know!

                         NATALIE
          I LIVE HERE, you bleached out
          tramp, what the hell are YOU doing
          here?!!

                         ALI

                         (TO JACK)
          You were engaged to this woman?

                         JACK
          (finds his boxers)
          Nat, can we talk about this in the
          living room --

                         

                         

                         

                         

          110.

                         NATALIE
          I can't BELIEVE I bought your
          bullshit: "It's nothing, she's just
          this chick from work, she's
          nothing."

                         (TO ALI)
          That's what he called you.
          "Nothing. She's not even pretty.
          (sizing Ali up)
          Well, at least you were honest
          about one thing--

                         ALI JACK
          You said that? No, I didn't --

          NATALIE (CONT'D) JACK
          He most certainly did! Nat-- shut the fu--

                         ALI NATALIE
          Jack?!? Don't even say his name!
          As Ali grabs for a shirt--

                          JACK
           Listen, Ali-- let me just-- would
          you mind --

                         ALI
          What?!?

                         JACK
          Giving us a little privacy?

                         AL I

                         (OFFENDED)
          You want me to leave?

                         NATALIE
          Yes you! I'm the fiancee. You're a
          booty call. You go.

                         JACK
          Natalie, Jesus, STOP IT!
          Ali grabs some pants from the floor, pulls them on.

                         ALI
          Fine, I'm out of here--
          (seething to Jack)
          You said you split up!

                         

                         

                         

                         

                         NATALIE
          In one phone call? Please, you
          don't dump a girl like me on the
          phone.

                         JACK
          Both of you-- STOP IT!
          As Ali quickly grabs a few things--

                         JACK (CONT'D)
          Ali-- I'm really sorry-- I--

                         ALI
          So am I.
          She gathers up more things, really pissed--

                         JACK
          Wait-- do you need money for a
          Motel or...
          Ali stifles him with an incredulous glare-- can't believe how
          this is going down. She looks at him, so incredibly hurt.
          Grabs her suitcase and brushes past him, stuffing her
          belongings into it. Jack goes after her--

                         JACK (CONT'D)
          Ali, wait a second-- don't--
          (as the door SLAMS)
          --go.

                         (BEAT)
          Shit.
          Jack looks at Natalie. She folds her arms.

          EXT. SEAN'S APARTMENT - MORNING

          Ali knocks on a door, suitcase in hand. A beat. Then a good-
          looking guy, who's obviously just woken up, answers with a
          blanket wrapped around him. He is the DJ from the wedding.

                         ALI
          Oh. I'm sorry. I think I have the
          wrong apartment. I'm looking for
          Sean?
          (off his blank look)
          Brown hair? 5'10n? Early 30's?

                         DJ
          Oh, Sean! I thought he said John.
          He's asleep. Come in.

                         

                         

                         

                         

          112.
           The DJ shuffles inside. Ali follows as he leads her to the
          bedroom. He points to Sean in the bed.

                          DJ (CONT'D)
          That him?
          Ali nods. Sean's eyes pop open, confused to see her.

                         SEAN
          What are you doing here?

                         ALI
          Long story.
          Sean notices the guy in the blanket.

                         SEAN
          Ali, this is Mike.

                         DJ
          Mark.

                         SEAN
          Mark???

                         (THEN)
          Oh. Anyone want coffee?

                         ALI
          I'll make it. You two get
          acquainted.

          INT. SEAN'S KITCHEN - DAY

          Ali makes coffee, looking out the window at Hollywood. Her
          phone rings. She answers right away, thinking it's Jack.

                         ALI

                         HEY--

          MARCUS (OVER PHONE)
          Hey gorgeous.

                         ALI
          Oh. Marcus.

                         MARK

                         (WANDERING IN)
          Is the coffee ready?

          MARCUS (OVER PHONE)
          Who's that?

                         

                         

                         

                         

          113.

                         ALI
          Mark. Or Mike. Jury's still out.

          MARCUS (OVER PHONE)
          Should I be jealous?

                         ALI
          Only if you had your eye on Sean.

          MARCUS (OVER PHONE)
          You okay? You sound down.

                         ALI
          Mmm. Maybe a little.

          MARCUS (OVER PHONE)
          I know just the cure.

                         ALI
          What's that?

           MARCUS (OVER PHONE)
           Me. But you turned me down.
          She thinks for a moment. Then:

                         ALI
          Haven't you heard? No is the new
          yes.

          INT. BURLESQUE LOUNGE - ON STAGE

           A curtain lifts revealing a black box, FIVE GIRLS from behind
          seem to be floating in blackness, their curves illuminated.
          They begin to move to the music (think WABASH BLUES, CRAZY
          HORSE SALOON) The group turns toward us--

                         ALI

          WHAT DO YOU KNOW, HOW DO YOU DO, I

          LIKE THE WAY YOU LOOK AT ME WITH

          THOSE EYES, CONFIDENTLY WISE...

          EXT. JACK'S APARTMENT - DAY


          ANOTHER SLAMMING DOOR.
          NATALIE'S HEELS storm away from the apartment. Carrying her
          bags, really PISSED, she kicks a big, fat rose blossom off a
          bush, and continues on.

          INTERCUT WITH THE SPOTLIT STAGE

                         

                         

                         

                         

          114.
          The girls continue the number. Post modern Gaultier bondage
          cages on top, bowler hats and black shorts. A HUMONGOUS moon
          hangs at the back of the theatre, the black stage awash in
          golden light.

                         ALI

          PLEASURE I'M SURE, I ' VE MET YOU

          BEFORE, BUT MAYBE NOT HERE, MAYBE

          IT WAS, SOME OTHER TIME. THIS AIN'T

          NO KIND OF PLACE FOR YOU, YOU

          BETTER MOVE ALONG...I MET A GOOD

          OLE' BOY WHO CAN. 00000, DON'T

          FOLLOW ME DOWN. IT'S A RUSE...

          EXT. SEAN'S APARTMENT - DAY - CARRY MUSIC

          Marcus is waiting in his Bentley. Ali gets in. Marcus looks
          at her. She forces a smile. The Bentley rounds the corner as
          we HOLD and see JACK'S MOTORCYCLE thunder up. He gets off,
          runs to the building.

          EXT. SEAN'S APARTMENT - STAIRWELL - DAY

          Sean and Mark exchange awkward good-byes.

                         SEAN
          Well. Bye.

                         MARK
          You... Take care. Sean.
          Mark turns, heads down the stairs as Jack rushes up, calling:

                         JACK
          Is Ali here?

                         MARK
          Just left.
          Mark continues down. Jack whips around, looks at him, then up
          at Sean, who nods.

                         JACK
          Where'd she go?

                         SEAN
          With Marcus.

                         JACK
          What?

                         

                         

                         

                         

          115.

                         SEAN
          I told you, opportunity doesn't
          knock forever.
          Jack burns, frustrated, then heads slowly down the stairs.
          Sean shakes his head and turns to go back inside. Then
          pauses, noticing:
          Mark, looking up at Sean's apartment, hesitating. Then he
          opens his car to get in. Sean stands there, realizing he's
          doing the same thing. He steps onto the stairwell. Calls out:

                         SEAN (CONT'D)
          Hey! You!

                         MARK

                         (LOOKS UP)
          It's Mark.

                         SEAN
          Mark. You wanna have breakfast?
          Off Mark's smile:

          INT. MARCUS'S HOUSE - AFTERNOON

          Ali follows Marcus through the kitchen, to the fridge.

                         MARCUS
          My mother always said there's only
          one thing to do when you're feeling
          blue...
          He opens the fridge and pulls out a bottle of CHAMPAGNE.

                         ALI
          She was a poet.

                         MARCUS
          And a drunk.
          Ali smiles. Marcus pops the cork, fills two glasses, hands
          her one. Clinks.

                         MARCUS (CONT'D)
          To your new place.

                         ALI
          What new place?

                         

                         

                         

                         

          116.

          INT. MARCUS'S HOUSE - GUEST HOUSE - DAY

          A lavish, 1000-square-foot guest house. Marcus ushers Ali in.

                         MARCUS
          All yours.
          (off her look)
          Unpack. Move in.

                         ALI
          Marcus, I can't just--

                         MARCUS
          Sure you can.
          Marcus plops her suitcase on the bed.

                         MARCUS (CONT'D)
          Unpack. You're home.

                         ALI
          It's not even on the bus route.

                         MARCUS
          Okay, that is the first and last
          time the term "bus route" will be
          spoken in this house.
          (motions out window)
          Four cars. Which do you want?

          EXT. MARCUS'S GAZEBO - SUNSET

           Ali lies on a chaise overlooking the panoramic view of L.A.
          against a fiery red sky. Marcus comes out of the house, with
          a bottle of wine. Crosses and sits next to her on the chaise.
          Marcus refills their wine glasses. An empty bottle already
          there. She sips as she leans back and relaxes.

                         MARCUS
          Better?

                         ALI

                         (SMILES)
          Better.
          She looks out at a giant billboard at eye level.

                         MARCUS
          You're gonna be on one of those
          someday.

                         

                         

                         

                         

          117.

                         ALI
          Yeah, right.

                         MARCUS
          Sooner than you think, too. Harold
          Saint called me today. You made
          quite an impression on him.

                         ALI
          Really? What'd he say?

                         MARCUS
          He wants to make a demo with you.

                         ALI
          Are you serious? When??

                         MARCUS
          He found a little studio time on
          Tuesday.

                         ALI
          This Tuesday?

                         MARCUS
          Too soon?

                         ALI
          No! Oh my god, no, that's amazing.
          You're amazing.

                         MARCUS
          I like making you happy. Your whole
          face lights up.
          Their eyes meet. He pushes some hair out of her face.

                         ALI
          I think you're way too nice to me.

                         MARCUS
          And that's a problem because...

                         ALI
          I've had a lot to drink. And my
          judgment is off.
          He touches her face, their chemistry palpable.

                         MARCUS
          Hey, I'm a gentleman. Which means
          I'd never kiss a lady when she's...
          vulnerable.

                         

                         

                         

                         

          118.
          She looks at him.

                         ALI
          Liar.
          She leans in and impulsively pulls him into a kiss.

          INT. JACK'S APARTMENT - DAY

          Jack, alone now, collects the clothes Ali left behind. He
          reaches under the couch and sees the PHOTO of Ali and her
          mother. He picks it up, smooths out the cracks. Traces 7-
          year-old Ali's face with his fingertips.

          INT. MARCUS'S HOUSE - GUEST HOUSE - DAY

          Ali lies in a tangle of 1000-thread-count sheets. Her eyes
          blink open. She sits up alone, getting her bearings.

                         ALI
          Where am I?
          She sees a Warhol-esque PRINT OF MARCUS on the wall. She
          raises her brows then sees her disheveled reflection in a
          huge mirror: smeared mascara, hair askew.

                         ALI (CONT'D)
          Who am I?
          She sees her and Marcus's clothes in a trail on the floor and
          bites her lip, remembering last night.

          INT. MARCUS'S LIVING ROOM - MORNING

          Ali, freshly showered, enters, a stranger in a strange land.
          STAFF is milling around. She HEARS a SPLASH. Looks out the
          glass windows, sees Marcus swimming laps. The HOUSEKEEPER
          passes her, nods "morning". Ali smiles.
          Then she notices a long table full of miniature MODELS of
          BUILDINGS. She takes them in, pausing at a tall, sleek MODEL
          of a glass HIGH-RISE, towering over the other models.
           She runs her finger lightly over it, intrigued. Then she
          sees the address marker: 7800 Sunset Blvd.
          Ali stares, stunned. Marcus enters, toweling himself dry.

                         MARCUS
          Morning.

                         

                         

                         

                         

          119.
          He comes up behind her, nuzzles her neck.

                         ALI
          What is this?

                         MARCUS
          Now it's a model. But when it
          grows up, it'll be a mixed-use
          space: retail and residential.

                         ALI
          This is the address of the
          Burlesque Lounge.
          Marcus shrugs, dries his hair.

                         MARCUS
          Best view on the Sunset Strip, with
          no windows. When I'm done with it,
          it'll have a thousand.

                         ALI
          You can't tear down the club.

                         MARCUS
          Actually, I can.

                         ALI
          But what about the history? That
          place is a landmark.

                         MARCUS
          Not according to the city.

                         ALI
          Does Tess know about this?

                         MARCUS
          What Tess knows and doesn't know
          isn't a big concern of mine.

                         ALI
          What makes you think she would ever
          sell the Lounge?

                         MARCUS
          She has no choice. She's going
          under.

                         ALI
          But that club is her life!

                         

                         

                         

                         

          120.

                         MARCUS
          Oh, come on, you get this. It's
          business. It's not personal.

                         ALI
          Not personal? It's pretty god damn
          personal for Tess! And Coco and
          Sean and Alexis. And what about
          Jesse? And Dave the lighting guy?

                         MARCUS

                         ALI --

                         ALI
          And what about me? It's pretty God
          damn personal to me.
          She turns to leave.

                         MARCUS
          Where are you going?

                         ALI
          To the club. Where I work.
          She marches out of the room, resolute--

                         MARCUS
          Ali-- wait!!!
          At the door she turns back and looks at him. As he starts to
          speak, she SLAMS the door shut as we HEAR "THAT'S LIFE".

          INT. BURLESQUE LOUNGE - ON STAGE - LATE AFTERNOON

           Eva Destruction does a sexy contortionist number on stage as
          the Tattooed Bumper Band plays "THAT'S LIFE" with her.
          CLOSE ON - a LINE OF SHOT GLASSES. Tequila is poured. The
          Bartenders behind the bar, Jack sits on a stool on the other
          side, his bags packed beside him. They all pick up their shot
          glasses, toast and drink as they begin to sing "THAT'S LIFE"
          in a rousing, fun, guys number.

          THE BARTENDERS AND JACK

          THAT ' S LIFE, THAT ' S WHAT ALL THE

          PEOPLE SAY.

          YOU'RE RIDING HIGH IN APRIL,

          SHOT DOWN IN MAY

          BUT I KNOW I'M GONNA CHANGE THAT TUNE,

          WHEN I'M BACK ON TOP, BACK ON TOP IN JUNE.

                         

                         

                         

                         

          121.

          EXT. PARKING LOT - AFTERNOON - CARRY MUSIC

          Tess pulls into the lot-- gets out of her car dressed to the
          nines in a tailored business suit, hair up, professional. She
          HEADS into the club--

          INT. BURLESQUE LOUNGE - SAME

          As Eva performs and the Bartenders and Jack sing, SEAN looks
          up at Dave, and MOTIONS for the SPOTLIGHT on Jack. Dave nods,
          and SWINGS the SPOTLIGHT hitting JACK. The Bartenders push
          Jack up onto the bar as he TAKES THE LEAD--

                         JACK

          .I SAID THAT'S LIFE, AND AS FUNNY

          AS IT MAY SEEM

          SOME PEOPLE GET THEIR KICKS,

          STOMPIN' ON A DREAM

          BUT I DON'T LET IT, LET IT GET ME DOWN,

          'CAUSE THIS FINE OL' WORLD IT KEEPS

          SPINNING AROUND...

          I'VE BEEN A PUPPET, A PAUPER, A

          PIRATE, A POET, A PAWN AND A KING.

          I'VE BEEN UP AND DOWN AND OVER AND

          OUT AND I KNOW ONE THING:

          EACH TIME I FIND MYSELF, FLAT ON MY

          FACE, I PICK MYSELF UP AND GET BACK

          IN THE RACE...
          The whole club is with him now, as Jack channels Sinatra,
          standing on the bar-- the Bartenders sing back-up.

                         JACK (CONT'D)

          THAT'S LIFE. THAT'S LIFE AND I

          CAN'T DENY IT. MANY TIMES I THOUGHT

          OF CUTTING OUT, BUT MY HEART WON'T

          BUY IT. BUT IF THERE ' S NOTHING

          SHAKIN' COME THIS HERE JULY...

          I'M GONNA ROLL MYSELF UP IN A BIG

          BALL AND DIE. MY, MY.
          Applause, hoots and hollers. Jack high-fives and fist pumps
          his buddies, hugs Sean, grabs his bag and suitcase and EXITS
          out the back as...
          Tess ENTERS. SEES Sean is at the bar. He looks up--

                         SEAN
          How'd it go?
          (sees her face)
          Oh, shit.

                         

                         

                         

                         

          122.
          She grabs a bottle of Tequila and a glass, turns to walk off.

                         SEAN (CONT'D)
          What are you gonna do?

                         TESS
          Right now? Get really drunk.
          THE FRONT DOORS OPEN, and Ali ENTERS, spots Tess, rushes over
          to her.

                         ALI
          Tess! I have to talk to you!
          Tess keeps walking.

                         ALI (CONT'D)
          Marcus Gerber is trying to buy the
          lounge, and he's gonna tear it down
          and build a twenty-story
          skyscraper!
          Tess stops. Slowly turns and stares at Ali, who's suddenly
          embarrassed to admit...

                         ALI (CONT'D)
          I just saw the plans.
          Tess looks at Ali. Stunned. Ali stands there, breathless,
          waiting for her reaction. But Tess just turns, continues up
          to her office, and shuts the door. Ali turns to Sean-- then
          starts after her--

                         ALI (CONT'D)
          She has to do something! She can't
          just let him --

                         SEAN

                         (STOPPING HER)
          Let it go, girl. She just got
          turned down for another loan. It's
          either foreclose, or sell to
          Marcus.

                         ALI
          So that's it? It's over?

                         SEAN
          The circle of life, baby. All good
          things must come to an end.

                         ALI
          But she can't just give up!

                         

                         

                         

                         

          123.

                         SEAN
          She's not giving up. She's going
          down with her ship. With dignity.
          Ali sits on a barstool, in disbelief.

                          SEAN (CONT'D)
          I've got something for you.
          He pulls out the photo of Ali with her mother. It's in a new
          frame.

                         ALI
          Where'd you get this?

                         SEAN
          Jack. He dropped it off on his way
          to the airport.

                         ALI
          Where's he going?

                         SEAN
          New York on the red-eye.

                         ALI
          To be with Natalie?

                         SEAN
          Pedal faster, baby, he and Natalie
          are over. You're the one he's been
          looking high and low for.

                         ALI

                         (TOUCHED)
          Really...?

                         (THEN:)
          Then why's he going to New York?

                         SEAN
          (duh!)
          Get your ass over to LAX and ask
          him yourself!
          Ali nods, jumps up from her stool, and races for the door,
          then stops, realizing:

                         ALI
          I don't have a --
          Sean tosses her his CAR KEYS.

                         

                         

                         

                         

          124.

                         SEAN
          American to JFK. Go!
          Ali catches the keys and TAKES OFF.
          - EXT. PARKING LOT - NIGHT - Ali (in a Prius) peels out of
           the lot, weaving through traffic as she lifts her cell.
          - INT. AIRPORT - NIGHT - CLOSE SHOT: a CELL PHONE in a
           plastic bowl moves through a security X-ray machine.

                         JACK'S VOICE
          This is Jack. Leave me a message.
          FIND Jack on the other side, as his belongings come down the
          conveyor belt. He grabs them, turns off his cell.
          - EXT. STREET - NIGHT - ALI skids through a light, veers past
          cars.
          - INT. CONCOURSE - NIGHT Jack reaches gate 43, sees a long
          line. Gets in back.
          - INT. AIRPORT TERMINAL - NIGHT - Ali bolts through the
           front door, frantically checks the DEPARTURES MONITOR.
          Finds: NEW YORK JFK, GATE 43: NOW BOARDING.
          - INT. TERMINAL - NIGHT - Ali races up the escalator,
          approaching SECURITY.

                         SECURITY GUY
          Boarding pass?

                         AL I
          I have to talk to someone, he's --

                         SECURITY GUY
          No one's allowed past this point
          without a boarding pass.

                         ALI
          But I have to speak to him!

                         SECURITY GUY
          I'm sorry, miss.

                         ALI

          I HAVE TO GET TO GATE 43!

                          SECURITY GUY
          There's Gate 43, right over there.

                         

                         

                         

                         

          125.
          He points. It's the first gate beyond Security. Ali sees
          Jack, in line, about to board the plane. He's wearing his
          iPod headset, deaf to the world.

                         ALI

          JACK! JACK! JACK!
          ALL HEADS TURN to look at her, except Jack, who can't hear.
          A PLUMP WOMAN in front of him looks at Ali. Ali points to
          Jack. The woman taps Jack and points. He looks to see:
           ALI, on the other side of Security. Jack takes his earphones
           off and smiles. He crosses over to her, carrying his bag.
          They are separated by several feet of security ropes.

                         JACK
          What are you doing here?

                         ALI
          Sean told me you're going to New
          York. Please don't go!

                         JACK
          I have to. I got an offer from that
          band -- the Punk Fusion group. They
          want me to tour with them.

                         ALI
          Really?

                         JACK
          They finally had it with the flaky
          keyboardist. I'll be back in five
          weeks. Will you be here?

                         ALI
          Yes! Yes. Absolutely.

                         JACK
          What about Marcus?

                         ALI
          .Marcus who?
          They share a smile, separated by the ropes.

                         JACK
          I'm trying to figure out if I
          should kiss you now, or make you
          wait five weeks.

                         ALI
          Five weeks?! That's forever!

                         

                         

                         

                         

          126.
          ANGLE ON: A MALE AND FEMALE SECURITY GUARD, listening to the
          whole exchange.

          ATTENDANT (ON P.A.)

          FINAL BOARDING FOR FLIGHT 673 TO

          NEW YORK, JFK AT GATE 43

                         JACK
          I gotta go, that's me.
          He picks up his bags. It's killing Ali.

                         JACK (CONT'D)
          I'll call you when I get there.
          Take care of Miles Davis.
          (off Ali's confusion)
          Our cat. I named him.
          They smile again. Neither wanting this moment to end. She
          waves. He nods. Then he turns and walks off to board. Ali
          watches him go.
          ON JACK, walking back to the gate-then -- he stops. Turns
          back to see Ali, but she's gone.

          FEMALE SECURITY GUARD
          Boy, you get out there and kiss
          that girl! Now!
          Jack looks at her, then quickly turns to walk past the Male
          Security Guard.

          MALE SECURITY GUARD
          Go ahead-- but you're gonna have to
          come back through Security again.

                         JACK
          But then I'll miss my flight!

          FEMALE SECURITY GUARD
          Martin! Don't you dare keep that
          boy from kissing his girl!
          Martin looks at Jack. Then:

          MALE SECURITY GUARD
          Ah, hell. Go ahead. Bag stays here.
          Jack drops his bag, takes a running JUMP over the ROPES and
          RUNS through the crowded concourse -- startling everyone.
          ON ALI, as she walks through the concourse, reliving her last
          sight of Jack. As she's about to get on the escalator:

                         

                         

                         

                         

          127.

                         JACK

          ALI!
          She turns. Jack is there. In one fantastically romantic move,
          he pulls her into his arms, kisses her deeply -- an epic kiss
          that makes passersby stop and stare.

          ATTENDANT (ON P.A.)

          FINAL BOARDING CALL FOR FLIGHT 673

          TO NEW YORK JFK AT GATE 43.
          Jack looks at Ali.

                         ALI
          Well, go get 'em, Jack.
          He smiles, then disappears into the crowd. Ali stands there,
          watching him, gobsmacked by the kiss.

          EXT. BURLESQUE LOUNGE - LATE NIGHT

          Sean's car whips into the parking lot. Ali jumps out and
          heads for the front entrance. The CONSTRUCTION WORKERS from
          the towering building across the street HOOT and CAT-CALL at
          her. She waves to them and nods: that's right, boys.

          INT. BURLESQUE LOUNGE - NIGHT

          Ali enters just as Tess, in a spotlight on stage, turns
          toward the audience. She looks fabulous. Only someone who
          knows her really well could tell she's dying inside.

                         TESS
          Smoother than honey and twice as
          sweet. Each girl lovelier then the
          next. Gentlemen, hold onto your
          hats. Ladies, hold on to your
          gentlemen. We may not have
          windows.. .but we DO have...
          (motions to the girls)
          .the best view on the Sunset
          Strip.
          The audience hoots as the Burlesque Girls ENTER the stage
          dancing. (SONG TBD)
          ON ALI-- a lightbulb going on! As Tess exits the stage, Ali
          pushes through the crowd and races backstage.

                         

                         

                         

                         

          128.

          INT. BURLESQUE LOUNGE - BACKSTAGE - NIGHT

           Tess is arriving in her office, defeated, as Ali bursts in
          behind her.

                         ALI
          Tess!

                         TESS
          You could knock-- this is still my
          office--at least for another 48

                         HOURS--

                         ALI
          But this is really, really --
          Tess holds up a hand.

                         TESS
          Not. Now.

                         ALI

                         BUT--

                         TESS
          I said -- NOT --

                         ALI
          Yes now! God damn, you are one
          stubborn mule of a woman. Anyone
          else in their right mind would have
          figured out by now, when I have
          something to tell you, you listen!
          I told you I could dance, did you
          listen? No. Big mistake. I told
          you I could sing, did you listen?
          No. Big. mistake. This time you are
          going to hear what I have to say if
          I have to tie you up with your
          corset strings and scream it in
          your God damn ear.
          For the first time someone silences Tess. Ali takes a breath.

                          ALI (CONT'D)
          Have you ever heard of air rights?

          EXT. LOFT BUILDING HALLWAY - DAY

          TWO SETS OF FIERCE HEELS and LEGS stride in unison down a
          sidewalk. PAN UP as Tess and Ali enter:

                         

                         

                         

                         

          129.

          INT. LOFT BUILDING - SALES OFFICE - DAY

          A smartly-dressed BUSINESSMAN sits at his mahogany desk deep
          in a phone conversation as WHAM! The door to his office
          flies open and Ali and Tess stride in, an overwrought
          assistant on their heels.

                         BUSINESSMAN

                         (INTO PHONE)
          Jim -- Jim -- hang on, I'm gonna
          have to call you back -- Jim!
          Damnit, Nancy, get him back.
          Assistant scurries out. Businessman turns to Tess.

                         BUSINESSMAN (CONT'D)
          Back with more noise complaints?

                         TESS
          You offered to buy my club a few
          years back. I said no.

                         BUSINESSMAN
          And now you've changed your mind.

                         TESS
          Not exactly.
          Tess smiles at him. Looks at Ali, who's not smiling. She
          elbows her. Ali starts smiling. Tess walks up to the desk and
          sits herself down. Ali does the same.

                         BUSINESSMAN
          I'm confused.

                         TESS
          Go with me, there's a good ending,
          I promise. How much will these
          condos you're building sell for?

                         BUSINESSMAN
          They start at one million and go
          up, depending on the view.

                         TESS
          What if I told you a twenty-story
          high-rise was going up where my
          club is?

                         (TO ALI)
          Would twenty stories block his
          view?

                         

                         

                         

                         

          130.

                         ALI
          Ten stories would. Twenty would
          decimate them. Leaving behind a lot
          of angry homeowners staring across
          the street at fluorescent light
          bulbs and dirty windows.

                         TESS
          So. Mr. ?

                         BUSINESSMAN
          Anderson.

                         TESS
          Mr. Anderson. Your pretty million-
          dollar ocean views are going away
          because I'm selling my building to
          a developer tomorrow who'll have
          his twenty stories all framed up by
          the time you start selling --

                         ALI
          Trying to sell--

                         TESS
          Trying to sell these condos.

                         (BEAT)
          Or. I can put you in a position
          where your buyers could be
          guaranteed their million-dollar
          views forever.

                         BUSINESSMAN
          I'm listening.

                         TESS
          As am I. As long as you're telling
          me you'll have a check to me by
          5:00 today.

          INT. BURLESQUE LOUNGE - EVENING

           The BUMPER BAND PLAYS. Vince sits with his POSSE. His
           cocktail waitress/girlfriend approaches with an empty tray.
          She whispers to him:

                         COCKTAIL WAITRESS
          Sorry, baby, they cut you off at
          the bar. Said you have to pay cash.

                         VINCE
          What? I co-own this goddamn place--

                         

                         

                         

                         

          131.
          Tess comes up behind him.

                         TESS
          Not anymore you don't. I'm buying
          you out.

                         VINCE
          You can't do that.

                         TESS
          Actually, according to page 4 of
          our contract, I can.

                         VINCE

                         (SCOFFING)
          In the next 48 hours?

                         TESS
          Why postpone joy?
          She hands him a CASHIER'S CHECK. Vince stares at it.

                         VINCE
          What the hell is this?

                         TESS
          I realize it's been a while since
          you've seen one, but it's called a
          check.
          He stares at it, stunned.Then at her.

                         VINCE
          Where'd you get this?

                         TESS
          Not your business anymore. And
          neither is the lounge.

                         (POINTS)
          I'm sure you know where the door
          is. It used to be half yours.
          (re. the waitress)
          And take HER with you.
          Tess turns and goes over to the bar, where Ali spins around
          on her barstool, having heard the whole thing.

                         ALI
          How'd that feel?

                         TESS
          Not half bad.

                         

                         

                         

                         

          132.
          Tess parks it next to her. Looks at Ali. Smiles, then breaks
          into a giggle. Ali smiles. Tess laughs even harder, tears in
          her eyes now. They are just two girls laughing hysterically
          at the bar, Tess keeps trying to say something, but can't get
          it out, until she looks Ali square in the eye...

                         TESS (CONT'D)
          It felt pretty God damn awesome!
          And they crack up again. Then...

                         ALI
          And to think, you didn't even want
          me around.

                         TESS
          Oh, Jesus, here it comes.

                         ALI
          .What was it you said to me that
          first night? "Twenty bucks at the
          door will make all your dreams come
          true." That was sweet of you.

                         TESS
          Are you finished?

                         ALI
          (loving needling her)
          Kinda ironic, when you think about
          it. I started off begging you to
          make my dreams come true, and here
          we are --

                         TESS
          All right already! You want me to
          say it, I'll say it.
          She looks at her.

                          TESS (CONT'D)
          This place is the love of my life.
          The only dream I've ever had. I
          don't know what I would have done
          if I had lost it.

                         (HEARTFELT NOW)
          Thank you.
          A moment between them... as Tess SPOTS NIKKI ENTER the club
          carrying her dance bag--a little fresher than we've seen her
          before, and sober. Nikki looks over at Tess... then
          approaches. Ali turns away on her bar stool, respectfully.

                         

                         

                         

                         

          133.

                         NIKKI

                         (SHEEPISH)
          I crossed the line.
          Tess crosses her arms, and with a smirk on her face--

                         TESS
          Again.

                         NIKKI
          Again, and I wanna come home--

                         TESS

                         AGAIN--

                         NIKKI
           Yes, again! Did you fill my spot or
           what...?

                          TESS
           What do you think?
          Tess and Nikki share a look.

                          TESS (CONT'D)
           Curtain's up in 20. Shake a leg.
           Nikki smiles, hikes her dance bag over her shoulder and heads

                         BACKSTAGE--
          Ali looks at Tess quizzically--

                         ALI
          Just like that?

                         TESS
          If I had a dollar for every time
          she's quit...

                         ALI
          Really?

                         TESS
          We all fight. Bitch. Love and hate.
          And then make up. Just like
          sisters.

                         ALI
          I never had a sister.

                         TESS
          Me neither. THANK GOD.

                         (THEN)

                         (MORE)

                         

                         

                         

                         

          134.

                         TESS (CONT'D)
          Now get your cute little ass and
          big ole' voice up on stage, cause
          this is Burlesque, baby girl, where
          the women are always on top, and
          the men like it that way. Like I've
          always said --

                         ALI/TESS
          You can't keep a good girl down.

          BACKSTAGE DRESSING ROOM
          Ali walks into the dressing room. Sits down in front of her
          mirror. Across the room, Nikki is sitting at hers. Ali looks
          at Nikki in the reflection of her mirror. Their eyes meet.
          Then Nikki nods. And Ali nods back. For the first time, a
          mutual respect.
          All the other girls begin to pour into the dressing room.
          Chatting, gossiping, changing their clothes. The legs, boobs,
          fishnets, etc. Things back the way there were, and the way
          they'll always be.
          ON ALI. She looks at herself in the mirror. Picks up the make-
          up brush Tess gave her. Dips it in water. Then applies a line
          on her eye expertly. She smiles to herself. MUSIC UP: A heavy
          bass drumlin beat which takes us to...

          INT. BURLESQUE LOUNGE - NIGHT - CARRY MUSIC

          A SPOTLIGHT. MOVING down the smoke-filled shaft of light as--
          A FIGURE RISES into view at the back of the stage. Over the
          contemporary BEAT, we HEAR a beautiful classic opera
          (Carmen?) REVEAL...it's NIKKI! She sings a line or two in an
          amazing operatic voice that totally blows us away. Then ...a
          DANCE BEAT KICKS IN as COCO comes into view, and sings
          another line. Then Jessie. Then Scarlett. And FINALLY...
          Ali RISES into view, wearing a diamond studded Gaultier-type
          harness top and sequined hot-pants. This song (to be written)
          is a contemporary dance song about BURLESQUE with a vintage
          feel to it. Nikki and the Burlesque Girls, in similar
          costumes, back Ali as she SINGS her big finale. CAMERA MOVES
          through the packed house as we SEE Georgia, Sean, Mark (the
          DJ) and Tess, who double-takes at MR. ANDERSON (the
          Businessman) who sees her and smiles.
          ON STAGE, ALI and the entire company explode in a surreal
          whirl of dancing. Turning. Kicking. Arched backs. Legs
          overhead. Rhinestones. Garters. Fishnets. The entire company,
          band and bartenders join in an all out BOLLYWOOD FINALE.

                         

          135.
          CAMERA MOVES INTO THE CLUB as music CROSSFADES with the
          SOUNDS of people TALKING. Glasses CLINKING. All the
          background sounds of a busy nightclub. A LOUD DRUM ROLL takes
          us to...
          A LOW CAMERA moving across a black stage as we MOVE IN ON the
          footlights which become a MILLION BRILLIANT LIGHTS blasting
          into camera, blinding us until they form letters reading:

                                     BURLESQUE






Burlesque



Writers :   Steven Antin
Genres :   Drama  Musical  Romance


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