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ALL SCRIPTS





                         LEGALLY BLONDE



              Karen McCullah Lutz & Kirsten Smith




                                                 Shooting Draft
                                                 July 31, 2000





    INT. DELTA GAMMA HOUSE - DAY                                      1

    "HEAD OVER HEELS" by the Go-Go's plays as we wind through a
    flock of abstract, silky, golden strands -- PULLING BACK, to          
    discover that the strands are hair on a BLONDE GIRL's head.           
    But not just any blonde girl, a girl in Delta Gamma, the
    blondest, most beautiful sorority at USC.

    We PULL BACK further to see that she's signing a handmade
    card. She holds it up ~ OVER HER SHOULDER, we see hearts              
    and glitter surrounding and "Good Luck Tonight!" and "Elle            
    and Warner forever!."

    She carries the card out of her room and we FOLLOW HER across
    the hall, into the room of --

    THREE BLONDE CHEERLEADERS, who stop practicing their pom-pom
    routine to sign the card. As they finish, we follow the Card
    Girl out and into the room of --

    A BLONDE GIRL IN A TANK TOP and shorts, working out on a
    Stairmaster as "General Hospital" plays on a tiny TV. She
    signs the card while continuing to exercise. We move on, to           
    the room of--

    A BLONDE GIRL MAKING OUT WITH HER BOYFRIEND who stops long
    enough to sign the card, as her boyfriend nibbles on her
    neck. She hands the card back and we head into the room of --

    A BLONDE PARTY GIRL who pours a pink frozen margarita into a
    glass from the blender, then passes it down to ANOTHER BLONDE         
    GIRL, assembly-line style. The card goes one way, being
    signed, as the drinks go the other.

    Once the card arrives back in the Card Girl's hands, we
    follow her out of the room and down the hall until she
    reaches the very last and biggest door --
    She puts a kiss mark on the card, then kneels down and slides
    the card under the door.

    INT. ELLE'S DELTA GAMMA ROOM - DAY - CONTINUOUS                   2


    The CARD slides into the pink room, hitting the feet of
    UNDERDOG, a tiny chihuahua ~ who picks it up in his mouth
    and trots it over to a pair of perfectly pedicured feet in
    strappy sandals.

    An equally perfectly manicured hand with a "Sisters Forever"
    charm bracelet dangling from the wrist, scoops up Underdog.





                                                  (CONTINUED)





                                                                 2.


2                                                                  2


    As he rises, we RISE WITH HIM, passing toned, waxed, tanned
    legs in pink Prada pedal pushers and a pair of perky boobs
    encased in a spaghetti-strap top -- until we finally reveal a
    magnificent head of long blonde hair and a sweet, beautiful
    face. This is ELLE WOODS, 21, the Goddess Queen of Delta
    Gamma. She talks on a pink, fuzzy phone.

                        ELLE

                  (into the phone)
              I love you, too!
    Behind her, a "Go USC" banner is pinned to the pink wall. A
    stack of "Cosmopolitan"s and "Glamour"s teeters on the
    dresser. The closet overflows with trendy, designer clothes
    in a predominance of pink.

                        ELLE (CONT'D)

                  (continuing; into phone)
              I'll see you tonight.
    She hangs up and lets out a squeal of joy, kissing Underdog's
    head and taking the card out of his mouth. She reads it,
    touched.

                        ELLE (CONT'D)

                  (continuing)
              "Elle and Warner forever". Aww...
    Underdog yips.

                                                                   2


3   INT. DELTA GAMMA HOUSE - LIVING ROOM - DAY - SAME TIME


    A Delta Gamma/Sigma Chi barbecue in full swing. Beautiful
    college students drink beer and mingle, trying to figure out
    who they're going to sleep with next.
    The main wall of the living room has been designated as a
    "Model Wall" of Delta Gamma girls -- ELLE smiles at us from a
    Hawaiian Tropic ad and a Miss June USC calendar photo. A
    cover of an Italian Vogue shows a blonde sexpot MARGOT; a USC
    cheerleader poster displays a hard-bodied non-blonde SERENA
    in a pom-pom pose.
    Serena walks up, fending off an admirer.

                        SERENA

              Jeremy, enough! I am not going to formal
              with you.
    Jeremy slinks off as Margot arrives, agitated.

                        MARGOT

              Can someone please tell Rick that he is
              not the only Sigma Chi with a big penis?


                                                         (CONTINUED)





                                                                3.


                                                                  3




                     ELLE (O.S.)

          You guys are so sweet!

ELLE, a vision of fluffy blondeness, runs down the stairs
toward Serena and Margot, holding the card.

                          ELLE (CONT'D)

          But I ' m not positive it's gonna happen
          to n i g h t --

                  . SERENA

          Helloo...he just had lunch with his
          grandmother. You know he got "The Rock".

                    MARGOT

          Why else would she have flown in from
          Newport? It's not like she'd Fed Ex a
          six carat diamond.

                     ELLE

               (excited)
          You think?

                     SERENA

          I can't believe you're getting engaged!

               .           .

The three girls jump up and down, squealing and hugging.

                     ELLE

          C'mon -- you have to help me pick out the
          perfect outfit.

As they head toward the door, Elle spots AMY, a shy girl in a
Delta Gamma Pledge sweatshirt, standing alone.


                     ELLE (CONT'D)

               (continuing)
          Amy, what's wrong?


                    AMY

          I don't really -- know anyone.


                     ELLE

               (teasing)
          That's because you spend too much time in
          the library. Come with me.
               (to Serena and Margot)
          I'll meet you outside.
As they go, Elle leads Amy over to a group of jovial Sigma
Chi brothers.




                                                       (CONTINUED)





                                                                   4.


           ( 2 )                                                        3




                        ELLE (CONT'D)

                 (continuing)
            Bra ndon , Jason, Grant --this is Amy.
            Why don't you tell her about the time you
            guys went golfing naked?

Elle winks at Amy and.heads off as the guys launch into their
story.

                      BRANDON

            It was classic.     Jason hit with wood all
            day.

                      GRANT

            And we never ran out of balls --
Amy laughs.

INT. SUNSET PLAZA BOUTIQUE - DAY


Serena and Margot watch as Elle stands in front of a mirror,
trying on a Herve Leger white mini-dress. Sexy and ultra-
tight.                                               ;


                      ELLE

            Too demure?


                        MARGOT

            I think you should go with red. It's the
            color of confidence.

                        ELLE

            Well, I don't want to look like I know
            what's coming. . .

                      SERENA

            I don't understand why you're completely
            disregarding your signature color.
She holds up a tiny pink slipdress.

                       ELLE

            He's proposing! I can't look like I
            would on any date. This is the date. The
            night I'll always remember. I want to
            look special. Bridal . . . but not like I
            suspect anything.

ACROSS THE STORE


A SALESWOMAN looks at her cohort.




                                                          (CONTINUED)





                                                                  5.


                                                                       4




                          SALESWOMAN

                  (sot.to)
             There ' s nothing I love more than a dumb
             blonde with daddy's plastic.
She grabs a dress off the Clearance Sale rack, ripping off
the "HALF PRICE" TAG.


ON ELLE AND THE GIRLS


                      . SERENA

             I can't wait to see you wearing The Rock!

Elle looks at them, suddenly concerned.

                         ELLE

             Wh at if -- you know -- it's not the
             night?


                       MARGOT

             Why else would he be taking you to The
             Ivy? You've been dating for a year --
             it's not like he's trying to impress you.                     


                        SERENA                                              

             Elle, you've heard the man pass gas in                         
             his sleep. That practically means you're                       
             pre-engaged.                                                  '"
The Saleswoman approaches with the dress, kiss-assy smile on
her face.

                        SALESWOMAN

             Did you see this one? We just got it in
             yesterday.
Elle fingers the dress, then the new price tag, looking back
at the saleswoman, excited.

                       ELLE

             Is this a low-viscosity rayon?

                        SALESWOMAN

             Uh, yes -- of course.

                       ELLE

             With half-loop top-stitching on the hem?

                        SALESWOMAN

                  (smiling a lie)
             Absolutely. It's one of a kind.




                                                         (CONTINUED)





                                                                             6.


         CO NT I NU E D: ( 2 )        .                                          4



^       Elle hands the dress back to her, no longer pretending to be
         excited.


                                  ELLE

                        It's impossible to use a half-loop
                        topstitch on low-viscosity rayon. It
                        would snag the fabric. And you didn't
                        just get this in, because I remember it
                        from the June Vogue a year ago, so if
                        you're trying to sell it to me at full
                        price, you picked the wrong girl.

         The saleswoman slinks off, embarrassed.


                                   MARGOT

                             (to the saleswoman)
                        Nice try...

         Elle shakes her head and turns back to the girls as she slips
         on her Manolo Blahnik sandals, doing one last mirror check,
         smoothing down her golden mane.


                                   ELLE

                             (dramatically)
                        Girls, this is it. In a few hours, I'll
                        be the future Mrs. Warner Huntington III.


    5    EXT, DELTA GAMMA HOUSE - NIGHT


         An attractive male finger presses the doorbell.


    6    INT. DELTA GAMMA HOUSE - FOYER - NIGHT - SAME TIME


         Amy peeks through the peephole and turns.


                                   AMY

                             (whispering)
                        He's here!

         Elle, standing nearby with Margot and Serena and several
         other DG's, smooths down her dress and takes a deep breath,
         o pening the door to find --

         WARNER HUNTINGTON, III, 21, tall, chiseled and outrageously
         handsome. He takes her in, a smile spreading across his
         face.


                                   WARNER

                        You're beautiful.


                                   ELLE

                        So are you!



                                                                    (CONTINUED)





                                                                    .7.


                                                                       6



    She looks up at him, blushing and completely smitten.    They
    kiss. After a moment,-Warner extracts himself.


                          WARNER

                    (nervous)
               You ready?

    Her face is awash with devotion.


                          ELLE

               I am so ready.


7   EXT. THE IVY - NIGHT


    Warner and Elle are seated at a cozy table on the patio.
    Elle takes a sip from her freshly poured champagne flute.
    Nervous and excited.

                          ELLE

               Here' s to ~ us.
    Warner is slower to sip his.

                         WARNER

               The reason I wanted to come here tonight
               was to discuss our future.
    Elle is on the edge of her seat.

                          ELLE

               I ' m fully amenable to that discussion.

                         WARNER

              I mean, we're having a lot of fun now --
              but things are gonna be different when
              I ' m at Harvard Law school is a completely
              different world. I need to be serious.

                            ELLE

               Of course.

                            WARNER

              My family expects a lot from me. And I
              expect a lot from me. I .plan on running
              for office some day.

                         ELLE

              And I fully support that.





                                                          (CONTINUED)





                                                                     8.


7                                                                      7




                          WA R N ER

               But the thing is, if I ' m gonna be a
               senator by the time I ' m thirty -- I can't
               keep dicking around.

                         ELLE

               I completely agree.

                           WARNER

               T hat 's why I think it's time for us to--
     Elle takes a deep breath, filled with anticipation.

                           WARNER (CONT'D)

                   ( ot n ig . .  > . ' .
                    c n iu n )
               I think we should break up.
     Elle's champagne glass drops from her hand and CRASHES onto
     the patio.

                          ELLE

              What?
    Elle starts to flush, completely caught off guard.

                          WARNER

               I ' m sorry, Elle, I just --

                          ELLE

               You're breaking up with me?!
                    (tearing up)
               I thought you were proposing.

                         WARNER

               Proposing?! Elle, If I ' m going to be a
               politician, I need to marry a Jackie, not
               a -- Marilyn.

                             ELLE

                    (stunned)
               You're breaking up with me because I ' m
               too -- blonde?

                           WARNER

               T hat' s not entirely --

                         ELLE

               Then what? My boobs are too big?

                          WARNER.

               Elle -- no -- your boobs are fine --
    Her tears start.


                                                          (CON TINUED )





                                                                  .9.

                                                                         i

                  (2)


    CONTINU ED:



                             ELLE

                  So when you said you'd always love me,
                  you were just "dicking around"?
    Warner looks around the restaurant nervously.

                             WARNER

                  I do love you, Elle. I just can't marry you.
                  You have no idea the pressure I ' m under. My
                  family has five generations of senators. My
                  brother is in the top three at Yale Law. He                
                  just got engaged to a Vanderbilt, for crissakes.            
    Elle stares at him aghast, tears streaming down her face,
    then pushes her chair away from the table and walks out.

                             WARNER (CONT'D)

                       (continuing)
                  It's not like I have a choice, sweetheart                  

    He follows her out.

8   EXT.' STREET - NIGHT                                                 8

    Elle teeters down the sidewalk as best she can in her three                  
    inch heels, sobbing. Warner pulls up alongside her in his
    convertible Saab.

                             WARNER

                  C'mon.   Let me take you home.

                             ELLE

                  No.

                             WARNER

                  Elle -- it's twenty miles back to campus.
    Elle stops, thinks a minute, then gets in, still crying.
    Catching her poofy little purse in the door. She re-opens
    i t, yanking the purse back in. Warner pulls out.

9   EXT. DELTA GAMMA HOUSE - USC - NIGHT                                 9

    Warner pulls up in front. It's a starry, romantic night.
    Everything should be perfect. It's not.
    Elle sits, still in shock, as tears continue to eke out.

                             WARNER

                  Elle, believe me, I never expected to be
                  doing this, but I think it's the right
                  thing to do.


                                                           (CONTINUED)





                                                                    10.


                                                                       9




                         ELLE

               How can it be the right thing if we're
               not together?

                         WARNER .

               I have to think about my future. And what
               people expect from me.

                          ELLE

               So you're breaking up with me because
               you're afraid your family won't like me?
                    (through her tears)
               Everybody likes me!

                         WARNER

               East coast people are different.

                          ELLE

               Just because I ' m not a Vanderbilt, all of
               a sudden I ' m white trash? I grew up in
               Bel Air, Warner! Across the street from
               Aaron Spelling! I think most people
               would agree that's way better than a
               Vanderb ilt --

                         WARNER

               I told you, Elle.       I need someone --
               serious.

                          ELLE

               I ' m seriously in love with you -- Isn't
               that enough? He looks away.

                              WARNER

               I ' m sorry.
     She gets out of the car and drags herself up the stairs to
     her sorority house. When she's at the top, she turns back to
     look at him. His perfect cheekbones highlighted by the
     streetlamp.
     He meets her eyes, pained, but determined.       Then pulls away,
     leaving her there.

10   INT. DELTA GAMMA HOUSE - USC - NIGHT                                10


     Elle walks down the pink and green carpeted hall, dazed and
     tear-stained.
     Margot and Serena emerge from the bathroom, post-shower.
     Getting ready for a night out.




                                                            (CONTINUED)





                                                      .            :-


                                                                  1L



10                                                                  10




                           MARGOT

                Why are you back so soon?

     Serena sees Elle's bare hand.

                          SERENA                                   .

                Did he forget the ring?
     Elle silently walks into her room.      Serena and Margot follow,
     worried.

11   INT. ELLE'S DELTA GAMMA ROOM - NIGHT - CONTINUOUS                  11


     Elle slumps down in an inflatable chair, hugging her knees
     and cowering in a wretched little ball. Underdog stares at
     her, concerned.
     Serena and Margot stand in the door.

                          MARGOT

                Elle?

                          SERENA

                Where's the Rock?

                          ELLE                                            .


                                                                         ..

                We're not engaged.     It's over!

                          SERENA AND MARGOT                                  

                What?!                                                       

                          ELLE                                               


                                                                             .

                He broke up with me!                                         
     Serena and Margot gasp in horror, rushing to her side.                  

                          SERENA

                Is it a Kappa?

                          MARGOT

                It's not a Theta --

                           ELLE

                No -- it's just -- not me.

                I ' m canceling the mixer.   We'll blacklist
                Sigma Chi.

                          ELLE

                Thank you, Serena, but I don't think
                it'll do any good.



                                                          (CONTINUED)





                                                                           12.


11                                                                           11




                            SERENA

                  What happened?

     Elle starts to lose it again.

                      ;       ELLE

                  I don't know! Everything was normal at
                  first and then he said he needed someone
                  mo r e --
                        (sob-choked)
                  Serious! .


                               MARGOT

                  S e r i o u s ? ! Who the hell does he think he
                  i s ? Y o u ' r e the most popu l a r month on the
                  U S C calendar!
     S h e points to Elle's "Miss June" page, hanging on the wall.

                              SER EN A

                  O h , he is so over on this campus.

                            ELLE

                  I just don ' t underst a n d what went wrong --

                                MA RG OT

                  Maybe it's the grandmother.        Have you
                  e v e r me t he r ?
     E l l e wipes her face.

                            ELLE

                  Last month on his birthday. And she
                  liked me! She said I looked like Britney
                  Spears. Why would you say that to
                  someone you didn't like?

     They shrug, mystified.


                             SERENA

                  How could this happen?


                             ELLE

                  I don't know! I don't know anything any
                  more!
                       (wiping a tear)
                  I just need to be by myself.


                            SERENA

                  Are you sure?

     Elle nods.    The girls rise, hugging her.



                                                                   (CONTINUED)





                                                                      13.


11                (2)                                                   11




                             MARGOT

                  We still love you.      Sisters forever!

                             ELLE

                       (sniffling)
                  Thank you. I love you, too.
       As they go, Margot looks at Serena.

                             MARGOT

                  Oh, God. What if Josh doesn't think I ' m
                  serious enough?    .

                             SERENA

                  Helloo... you let him have anal sex with
                  you.

                       (TV VERSION)                                               

                  Helloo... you let him videotape you                             
                  diddling yourself.                                             

                            MARGOT

                  You're right. Phew!
       As the girls go, they shut the door behind them.
       Elle gets up and grabs a FRAMED PHOTO of Warner, then lies
       down on her bed, clutching it to her heart. Underdog leaps
       up and gives her little doggy kisses.

12     EXT. DELTA GAMMA HOUSE - DAY                                         12


       The sun rises on a sad day.     "HOPELESSLY DEVOTED" by Olivia            
       Newton-John plays.                                           .            

13     INT. DELTA GAMMA HOUSE - HALLWAY - DAY                               13


       Amy knocks on Elle's door.


                             AMY

                  Elle?
       ANOTHER SISTER passes.


                            ANOTHER SISTER 

                      (whispering)
                  Didn't you hear?
       She leads a reluctant Amy down the hall.

14     INT. ELLE'S DELTA GAMMA ROOM - DAY                                   14


     Spread out on the bed are PICTURES of Elle and Warner: The
     Sigma Chi formal; their Homecoming Queen and King "wave";                   

                                                              (CONTINUED)





                                                                    14.


14                                                                    14


     a 60's party; Mardi Gras night; beach weekend at Coronado.
     Next to the pictures are thirty dried Ecuardorian long-
     stemmed pink roses, remnants of their one year anniversary.
     In the center sits Elle, wearing Warner's old oversized Sigma
     Chi t-shirt, clutching a Gund teddybear. Depressed and
     looking like hell, she speaks to an unseen confidante.

                           ELLE

                I just love him so much! I loved him the
                first moment I saw him. He's beautiful
                and smart and someone I totally respect.
                And I did everything I could to make him
                love me, but it wasn't enough. Now what
                am I supposed to do? I planned my whole
                future around him. My life was going to
                be all about Warner. Now what's it going
                to be about?
     She looks up -- waiting. Staring back at her is Underdog --
     who sadly has no answers for her.

15   INT. ELLE'S DELTA GAMMA ROOM - DAY                                   15


     Elle remains in bed, Underdog now clutched to her chest,
     soaps on the TV.

                           TV SOAP STUD

                    (on TV)
                "Oh, darling.     I'll love you forever."

                           ELLE

                     (teary)
                Bullshit!
     Serena and Margot enter, bearing Jamba Juice.                              

                           MARGOT                                               

                Honey, stop! You have to leave this room                        
                -- it's been a week.                                            

                           ELLE

                So?

                                                                                +


     S erena sits down on the edge of the bed, trying to psyche                 
     Elle up.

                           SERENA                                               

                What's the thing that always makes us                           
                feel better, no matter what?                                   .

                           MARGOT                                               

                Cunnilingus?                                                    

                                                            (CONTINUED)





                                                                  15.


15                                                                  15



     Elle lets out a wail, realizing what she'll be missing.                 
     Serena shoots Margot a stern look.                                      

                          SERENA                                             

               No -- the thing after that,                                   


16   INT. UPSCALE MANICURE SHOP - DAY                                   16   


     A row of uniformed manicurists and their classy clients.                
     Chattering away. Therapy in full session. Serena sits in
     front of her regular nail technician.


                          SERENA

               It was awful. We all thought she'd be
               the first to walk down the aisle and now
               she's totally adrift.

     The nail technician shakes her head in shared girl-power-
     angst -- looking over at Elle, who sits in the waiting area,
     shell-shocked, but showered.                                            

     Elle picks up the only magazine left on the table -- "Town &
     Country". She wrinkles her nose. An OLD LADY next to her
     reads "Seventeen". Elle looks at her, begrudging the access
     to teen beauty tips, and flips through "Town & Country"
     n oisily until she freezes on-- the Engagement Section. She
     gasps.

                          ELLE

               Oh, my God!                    .
     She looks at a PHOTO of a horse-faced YOUNG WOMAN standing
     next to a THREE-YEARS-OLDER VERSION OF WARNER. She turns to
     the old lady next to her.


                          ELLE (CONT'D)

                    (continuing)
               Do you know who this is?

     The old lady looks.


                           OLD LADY

               No.


                          ELLE

               It's Warner's older brother!


                           OLD LADY

               Who?

     Elle continues, undaunted.




                                                          (CONTINUED)





                                                                  16.


16                                                                 16




                            EL LE

               He just got engaged to this -- this very
               unfortunate-looking girl.
                    (reading)
               "Third year Yale Law student Putnam Bowes
               Huntington III and his fiance Layne
               Walker Vanderbilt, first year Yale Law."
     She turns to the old lady.

                          ELLE (CONT'D)

                    (continuing)
               This is the type-of girl Warner wants to
               marry. This is what I need to become to
               be serious.
     The old lady looks at the picture.

                            OLD LADY

               Butt ugly?

                         ELLE

               No -- a law student.
     Elle rushes out.   Serena looks after her.

                          SERENA

               Elle?
                    (turning back to her nail
                     technician)
               She'll never get him back with those
               cuticles.

17   INT. COUNSELOR'S OFFICE - DAY                                  17


     Elle sits in front of her ADVISOR.

                          ADVISOR

                    (flummoxed)
               Harvard Law School?

                         ELLE

               That's right.

                         ADVISOR

               But it's a top three school --

                            ELLE

                   (offended)
               I have a 4.0.




                                                          (CONTINUED)





                                                                    17.


17                                                                    17




                          ADVISOR

                Yes, but your major is Fashion
                Merchandising. Harvard won't be
                impressed that you aced "History of
                Lycra". What are your backups?

                           ELLE

                I don't need backups.      Harvard is the
                school I' m going to.
      He decides to humor her.

                          ADVISOR

                Well, then. You'll need excellent
                recommendations from your professors, a
                heck of an admissions essay and at least
                a one-seventy-five on your LSATs.

                           ELLE

                     (confident)
                I once had to judge a Theta Chi Tighty-
                Whitey contest. Trust me-- I can handle
                anything.

18    INT. ELLE'S DELTA GAMMA ROOM - DAY                              18


     Elle sits on the floor surrounded by piles of LSAT prep
     books, the framed photo of Warner, and Underdog.
      There's a KNOCK at the door as Serena and Margot peek inside,
      gasping in horror at the sight of books.

                          MARGOT

                What are you doing?!
      Elle smiles brightly at them.

                          ELLE

                Reading about the LSATs.
      Margot looks at Serena, confused.

                           SERENA

                     (in a horrified whisper)
                My cousin had them. Apparently you get a
                really bad rash on your --
      Elle interrupts her.

                          ELLE

                The LSATs are an exam.
     She takes a deep breath.

                                                            (CONTINUED)





                                                                     18.


18                                                                     18




                           ELLE (CONT'D)

                   (continuing)
               Girls-- I ' m going to Harvard!


                         SERENA

               What, like on va-kay?


                         MARGOT

               Let's all go! Road trip!


                         . SERENA

               Wait -- Cecil has a condo in Tahoe.
               Let's go there!

                            ELLE

               No -- I ' m going to law school at Harvard.

     They look at her, confused.


                          MARGOT

               Why?!


                          SERENA

               I mean, I know you're upset and all, but
               can't you just take a sedative?
     Elle rolls her eyes at their naivete.

                         ELLE

               Once Warner sees me as a serious law
               student, he'll want me back. It's a
               completely brilliant plan!

                          MARGOT

               But isn't it kind of hard to get into law
               school?

                         ELLE

               I have the highest GPA in Delta Gamma!
     Margot pulls something off her wrist and hands it to Elle.

                          MARGOT

               Here.   You're gonna need this.

                         ELLE

               Your scrunchie?

                         MARGOT

               My lucky scrunchie.     It helped me pass
               Spanish.
     Serena rolls her eyes and looks at Margot disapprovingly.


                                                             (CONTINUED)





                                                                 19.


18              (2)                                                18




                          S ER EN A

               You passed Spanish because you gave
               Professor Montoya a hand-job after the
               final.


                          MARGOT

                    (duh)
               Yeah, luckily.

     A MONTAGE OF THE NEXT 3 MONTHS BEGINS WITH...



19   EXT. WOODS' BEL AIR BACKYARD - DAY                               19

     ON VIDEO, Elle sits in a Jacuzzi in her bikini.


                          ELLE

                    (to the camera)
               My name is Elle Woods and for my
               admissions essay, I ' d like to tell all of
               you at Harvard why I ' m going to make an                   
               amazing lawyer.


20   INT. KAPPA SIG LIVING ROOM - NIGHT                               20


     The girls watch a horror movie with Kappa Sigs. Eating
     popcorn and drinking red wine.

     Off to the side, Elle reads an LSAT Study Guide.


21   INT. DELTA GAMMA HOUSE - LIVING ROOM - DAY                       21


     ON VIDEO, a Delta Gamma chapter meeting takes place.


                         ELLE (V.O.)

               As president of my sorority, I ' m skilled
               at commanding the attention of a room and
               discussing important issues.
     Elle bangs a gavel, as she sits in front of her sisters.

                          ELLE (CONT'D)                                    

     ~        It has come to my attention that the                         
               maintenance staff is switching our toilet                   
               paper from Charmin to generic. All those                    
               opposed to chafing, pleas.e say "aye".                      
     The sisters "AYE" in unison.      Underdog barks his approval.            

22   INT. CLASSROOM - NIGHT                                           22


     "LSAT Prep Course" is written on the board. Elle and forty
     other law school hopefuls take notes furiously as practice
     questions are reviewed.




                                                                  20.





23   EXT. WOODS BACKYARD POOL - DAY                                 23   


     ON VIDEO, FROM ABOVE, we see Elle as she floats on a raft in
     her pool, in a pink Versace bikini. She addresses the               
     camera.                                                             

                           ELLE

                     (to the camera)
               I ' m able to recall hundreds of important
               details at the drop of a hat.
     We reveal Margot on a raft beside her.                              

                          MARGOT

                    (badly acting)
               Elle, do you know what happened on "Days
               of Our Lives" yesterday?

                         ELLE

               Why, yes, Margot, I do. Once again, we
               joined Hope in the search for her
               identity. As you know, she's been              .
               brainwashed by the evil Stefano --

24   INT. DELTA GAMMA HOUSE - LIVING ROOM - DAY                     24


     Elle takes a practice LSAT exam as Serena, Margot and a few
     other Delta Gammas do their butt-crunches in the Delta Gamma
     living room.
     Serena, while clenching her tush, hits a stop watch and Elle
     starts writing furiously.

                                                       DISSOLVE TO:

     Margot is now on all-fours, doing donkey kicks as she grades
     Elle's practice exam. She writes "143" on top and holds it
     up to Elle.
     Elle slumps with frustration.

25   EXT. BEACH - DAY                                              25

     ON VIDEO, Elle is rollerblading in shorts and a tank top.


                          ELLE

                    (to the camera)
               And the laws and bi-laws of civil
               obedience are crucial to my life --
     Serena skates by and fake-elbows Elle.




                                                          (CONTINUED)





                                                                    21.


25                                                                    25




                              ELLE (CONT'D)

                     (continuing; calling after her)
                No shoving on the skate path! City
                ordinance 22G!

26    INT. LIBRARY STUDY ROOM - NIGHT                                 26

      Elle sits in front of Amy, as Amy quizzes her with practice
      LSAT questions. Books are piled high around them.
      Elle gazes out the.window to see ---Warner and some BARE-
      CHESTED FRATERNITY BOYS carrying a keg across the quad. Her
      eyes light up and she looks at Amy pleadingly. Amy shakes her
      head no. Elle slumps, then rises and goes to the window,
      closing the shades and getting back to work.

27    EXT. USC CAMPUS - DAY                                          27


      ON VIDEO, Elle addresses the camera.

                            ELLE

                I feel confident using legal jargon in
                daily life.

                                                              CUT TO:

      ON VIDEO, Elle walks across campus with Underdog in her
      purse, feigning staged innocence. A RANDOM FRAT BOY pinches
       her butt. She slaps his hand, dramatically.

                            ELLE (CONT'D)

                I object!

28    INT. AUDITORIUM - DAY                                           28


      "LSAT EXAM -- Sections 1-6" is scrawled on the chalk board.

      Elle sits in an auditorium with about 90 other students, LSAT
      booklet open, filling in answers. Concentrating so hard
      she's practically getting a forehead wrinkle.

29    INT. ELLE'S DELTA GAMMA ROOM - DAY                              29

      ON VIDEO, Elle speaks to the camera.

                           ELLE

                     (to the camera)
                I've seen every episode of "The Practice"
                and I ' m even on speaking terms with Dylan
                McDermott.

                                                              CUT TO:





                                                                   22.





30   EXT. DYLAN MCDERMOTT'S HOUSE   - DAY                            30


     Dylan McDermott gets into his car and pulls out of his
     driveway.
     VIDEOTAPING MADLY, the girls follow in Elle's Boxster.                 

                           SERENA

                There he is!

                         . MARGOT

                Pull up next to him!
     Elle swerves around to pull up next to Dylan McDermott.      They
     scream at him as Serena videotapes.

                           ELLE

                Dylan!   We love you!
     Dylan McDermott burns rubber as he flees.

     EXT. USC CAMPUS - DAY                                           31 "


31

     ON.VIDEO, Elle jogs while she addresses the camera.                    

                            ELLE                                            :

                    (to camera)                                           . .
               I'm totally focused and goal-oriented.                        
               Plus I ' m able to sway people with my very                   
               convincing arguments.                                       .
     She turns to Serena, jogging next to her.                              

                          ELL E (CONT'D)

                    (continuing)
               Calvin Klein's spring line is atrocious.
               Don't you agree?

                          SERENA

                    (convinced)
               Absolutely!

32   INT. DELTA GAMMA HOUSE - FOYER - DAY                            32


     Amy rushes in with a stack of mail, waving an LSAT envelope
     as she calls out.

                            AMY

               It's here!
     Elle rushes down the stairs as the other Delta Gammas gather
     around. Elle takes the envelope and says a quick prayer.


                                                           (CONTINUED)





                                                                  23.


32                                                                  32




                         ELLE

               One seventy-five...one seventy- five...

     She opens it and stares at it for a long moment. Then turns
     it to the crowd and raises it above her head in triumph. The
     girls immediately begin jumping up and down as group joy
     ensues. Underdog yips with pride. The MONTAGE ENDS.

33   INT. HARVARD LAW ADMISSIONS OFFICE - DAY                       33


     ON THE TV, Elle stands up in the Jacuzzi.

                           ELLE

                    (on TV)
               And that's why you should vote for me.
               Elle Woods. Future lawyer. For the Class
               of 2003.
     The video is PAUSED, as three ADMISSIONS GUYS in their 4.0's
     sit at a table piled high with applications, the DEAN OF
     ADMISSIONS at the head of it. STUNNED SILENCE fills the room.
     Finally one of them speaks.

                         ADMISSIONS GUY #1

               That was certainly a very --
                   (adjusting himself)
               Imaginative essay.

                          ADMISSIONS GUY #2

                    (to the Dean)
               She does have a 4.0 from USC and she got
               a one-seventy-nine on her LSATs.

                         DEAN OF ADMISSIONS

               A fashion major?

                         ADMISSIONS GUY #3

               Well, we've never had one before...
               aren't we always looking for diversity?

                         AMISSIONS GUY #1

               Her list of extracurriculars is
               impressive.
     The Dean looks at her application.

                         DEAN OF ADMISSIONS

                   (unimpressed)
               She was in a Ricky Martin video --

                         ADMISSIONS GUY #2

               Clearly, she's interested in music...



                                                          (CONTINUED)





                                                                    24.


33                                                                    33




                          DEAN OF ADMISSIONS

                    (reading on; skeptical)
               She also designed a line of faux fur
               panties for her sorority's charity
               project --


                          ADMISSIONS GUY #3

               Then she's a friend to animals as well as                    
               a philanthropist.                                            


                        . AMISSIONS GUY #1

               I think it's obvious that she's a very
               well-rounded individual.
     He points to Elle -- freeze-framed in her bikini-top on
     video, on the TV. The admissions guys look to the Dean.      He
     folds.


                         DEAN OF ADMISSIONS

               Elle Woods -- Welcome to Harvard.                            


34   EXT. WOODS' BACKYARD - DAY                         .              34


     Elle's parents -- DANIEL, in tennis clothes, and the face-
     lifted SAPPHIRE -- stare at Elle over juice by the pool.


                          DANIEL

                    (frowning)
               Law school?

     Sapphire puts a hand to her throat in distress.    Elle is
     confused.


                          ELLE

               It's a perfectly respectable place...


                          DANIEL

               Sweetheart, you don't need law school.
               Law school is for people who are boring
               and ugly and Serious. And you, button/
               are none of those things.

     Sapphire is in agreement.


                          SAPPHIRE

               You were first runner-up in the Miss
               Hawaiian Tropic contest. Why throw all
               that away?


                          ELLE

               Because this is what I want. I've worked
               hard for it. Don't you understand that
               this is important to me?


                                                            (CONTINUED)





                                                                   25.


34                                                                   34



     She looks at her uncomprehending parents.


                           ELLE (CONT'D)

                     (continuing)
                Going to Harvard is the only way I can                     
                get the love of my life back!

      Sapphire looks at her, still not getting it.                        


                           SAPPHIRE

                Can't you just suck his wiener?                            


                           (TV VERSION)                                    

                Can't you just get your nose done?                         

      Elle reacts to her mother's skewed logic.                            

                                                                           




35   EXT. HARVARD DORM - DAY                                         35    


      Pale, studious LAW STUDENTS clad in earth tones, move into
      their dorm, carrying in their spartan belongings (coffee
      makers, books, computers).
      In the distance, a HAPPY POP SONG (perhaps "Heaven Tonight by        
      Hole) is heard. As it gets louder, heads turn to see --              
      A silver, convertible Boxster driving up, Elle at the wheel,/        
      MUSIC BLASTING. A large MOVING VAN follows the Boxster.              
      Peop le lean out of their windows, buzzing with interest as--
      Elle's car stops in front of the dorm. She hops out,
      scooping up Underdog and looking every inch the LA-Fred-Segal-
      glamour-queen, as she looks around with a smile.
      Elle looks at Underdog.

                           ELLE

                We're here!
      She bends down to pour some Evian into his inflatable doggy
      dish, inadvertently revealing cleavage to a passing
      BESPECTACLED BOY (several yards away).
      He trips, dropping his I-MAC. It shatters into a million
      pieces.
      Not noticing/ Elle stands and turns to two MOVING GUYS/ who
      are hauling a pink, faux-fur love seat and a potted palm tree
      out of the truck.



                                                         (CONTINUED)





                                                                        26.


35                                                                        35




                            ELLE (CONT'D)

                      (continuing)
                 This way, guys!

     With a beauty queen smile in place, she strides into the dorm               
     as the other students watch in amazement.


     HANGING OUT OF THE WINDOW


     ARROGANT AARON, a Mensa geek with attitude, turns to his
     roommate.


                           ARROGANT AARON

                Whose knob did she honk to get in here?


36   EXT. LAW SCHOOL QUAD - DAY                                             36


     " W e l c o m e Law Students Class of 2003" banners hang over
     o r i e n t a t i o n tables manned by second year law students (2L's)
     w e a r i n g red t-shirts. Club tables with banners that read
     " H a r v a r d Law Journal" and "Environmental Law Association" are        
     s e t up nearby.
     E l l e takes a packet from a fuzzy MALE 2L.

                           F U Z Z Y 2L

                Class schedule, map, book list.

                             ELLE

                H a s Warner Huntington checked in yet?

                                F U Z Z Y 2L

                       ( ch ec ki ng)
                U h , no. Maybe you should try the Lido                          
                dec k.                                                           
     S h e frowns and starts to move on, but then looks through the
     p a c k e t with a frown and turns back.

                              ELLE

                W a i t -- my social events schedule is             .
                mis sin g.

                                F U Z Z Y 2L

                Y o u r what?

                            ELLE

                 You know -- mixers, formals, beach
               trips.





                                                              (CONTINUED)





                                                                    27.


36                              .                                     36




                           FUZZY 2L

                     (deadpan)
                There's a pizza welcome lunch in twenty
                minutes. Does that count?


                            ELLE

                     (wrinkling her nose)
                I guess it'll have t o . . .
     The Fuzzy Guy looks at the red-shirted BALD 2L next to him,
     as Elle walks off. ,


                           FUZZY 2L

                What the hell.was that?


                           BALD 2L

                     (watching her go)
                Malibu Barbie lives.


37   EXT. HARVARD LAW SCHOOL - OUTDOOR GARDEN - DAY                       37


     Elle sits at the outdoor table, ignoring her slice of pizza,
     as she looks around for Warner. Not finding him, she turns
     her attention to the Group Leader, a BURNED OUT 2L in a red t-
     shirt.


                          BURNED OUT 2L

                Okay. Welcome to law school. This is the
                part where we go around in a circle and
                everyone says a little bit about
                themselves. Let's start with you.
     He gestures at a guy with glasses, DORKY DAVID.


                           DORKY DAVID

                I have a Masters in Russian Literature, a
                Ph.D in Biochemistry, and for the last
                eighteen months, I've been de- worming
                orphans in Somalia.


                            BURNED OUT 2L

                Awesome.   How about you, Enid?

     ENID, a militant feminista, looks up.


                           ENID

                P h.D from Berkeley in Women's Studies--
                emphasis in the History of Combat. And
                last year, I led the march for Lesbians
                Against Drunk Driving.


                            BURNED OUT 2L

                Killer.


                                                            (CONTINUED)





                                                                      28.


37                                                                      37



     He looks at an intense guy in his late twenties, IVAN.


                          INTENSE IVAN

               I've got an MBA from Wharton, worked on
               Wall Street for four years, mushed in
               three ididarods and I ' ve figured out how
               to crash the stock market in Sri Lanka if
               any of you want to get together later.


                           BURNED OUT 2L

               Sweet.    What about you?
     He looks at Elle.   She sits up straight.


                           ELLE

               I ' m a Gemini. I have a Bachelors degree
               from USC, where I was Sigma Chi
               Sweetheart and president of Delta Gamma,
               and last year ' -- I was Homecoming Queen .

     She smiles, as the group leader nods, waiting.


                           ELL E (CONT'D)

                     (continuing)
               Oh!
                    (dramatically)
               Two weeks ago, I saw Cameron Diaz at Fred
               Segal -- and talked her out of buying a
               truly heinous angora sweater! Whoever
               said that orange is the new pink is
               seriously disturbed.

     She looks around, pleased. Enid' snickers as the rest of the
     group stares at Elle, dumbfounded.


38   INT. ELLE'S DORM ROOM - DAY                                        38

     A grey, dingy, cell-block style room -- now crammed with
     Elle's clothes, the pink fluffy love seat and potted palm,
     along with an Elliptical Cross-Trainer, pink flamingo party
     lights and a neon pink margarita glass sculpture.

     Elle tries to shove a large law textbook into her tiny Prada
     backpack to no avail. She gives up and tosses the book onto
     the bed where Underdog leaps away to miss being squished.


                          ELLE

               Wish me luck, Underdog. It's my first
               class as a serious law student.

     She kisses him and looks down at her completely inappropriate
     skimpy Gucci outfit, which she accents by putting on trendy,
     wire-rimmed glasses.


                                                              (CONTINUED)





                                                                  29.


38                                                                  38




                          ELLE (CONT'D)

                    (continuing; to herself)
               I totally look the part!


39   INT. LAW SCHOOL HALLWAY - DAY                                      39

     Elle heads for a classroom, amidst a crowd of students who
     eye her like she's an alien. She rounds a corner, seeing --

     WARNER, in all his handsome glory, looking over his schedule.
     She starts toward him, as if pulled by a magnetic force.
     Arrogant Aaron sees her passing by.


                             ARROGANT AARON

                      (seductively)
               H l o t e e. . . . . . .
                el hr.

     Elle keeps going, not even noticing him. Eyes only for
     Warner. Arrogant Aaron stomps away, pissed at the perceived
     blow-off.

     As Elle gets closer to Warner, she opts for wandering past
     him, seemingly oblivious to his presence.


                          WARNER

                    (stunned)
               Elle?!

     Elle turns, ultra-nonchalant.


                          ELLE

               Warner?! Oh my God, I completely forgot
               you were going here!

     He looks at her, confused.    People walk by, staring.


                         WARNER

               What're you talking about? You're not
               here to see me?


                            ELLE

               No, silly.    I go here.


                          WARNER

                    (still confused)
               You go where?


                         ELLE

               Harvard. Law school.




                                                          (CONTINUED)





                                                                             30.


       39                                                                      39




                                     WARNER

v- y
  --                   Y ou g o t in to Ha rv a rd L aw ?

                                     E LL E.

                              (con fuse d at his confusion)
                      W h at , like it's that.hard?
            W a rn e r stares at her :-- completely discombobulated. She
            s m i l es sweetly and makes a show of checking her watch.

                               . ELLE (CONT'D)

                           (continuing)
                      Oops! Time for class. Meet me after?
                      On the benches?

                                 WARNER

                      Uh -- sure.
            She sashays off with a confident smile.

       40   INT. CIVIL PROCEDURES CLASS - DAY                                   4.0.

            Students file in and take their seats. Elle enters, looking
            around nervously at the imposing auditorium. Arrogant Aaron,
            next to her, leans over.

                                ARROGANT AARON

                      If you're looking for the best seat, I
                      hear the front row is the place to be.

            Elle smiles at him.


                                    ELLE                    

                      Thanks.

       41   INT. CIVIL PROCEDURES CLASS - DAY - LATER                           41

            PROFESSOR ELSPETH STROMWELL, a tough-as-nails Grande Dame in
            her 50' s , addresses the class. Laptops abound -- except for
            Elle, who has a fuzzy pink notebook and a pen with a pink
            plastic heart on the end.

                                    PROFESSOR STROMWELL

                      A legal education means you will learn to
                      speak in a new language. You will be
                      taught to achieve insight into the world
                      around you, and to sharply question what
                      you know.
            Everyone soaks this up.        Including Elle.




                                                                  (C ONT IN UED )





                                                                     31.


41                                                                     41




                             PROFESSOR STROMWELL (CONT'D)

                       (continuing)
                The seat you've picked is yours for the
                next nine months of your life. Enjoy it.
                And those of you in the front row,
                beware.      .    ..
     El le , in the front row, between two UNSHOWERED BRANIACS, 
     looks around, panicked. One of the braniacs passes her the 
     seating chart and she has no choice but to sign her name.
     In the back, Arrogant Aaron nudges his friend and smiles.

                             PROFESSOR STROMWELL (CONT'D)

                       (continuing)
                "The law is reason free from passion."
                Does anyone know who spoke those immortal
                words?
     Dorky David raises his hand.

                              PROFESSOR STROMWELL (CONT'D)

                       (continuing)
                Yes?


                          DORKY DAVID

                    (confidently)
               Aristotle.

     Professor Stromwell approaches him the way Cruella de Ville
     approaches a puppy.


                          PROFESSOR STROMWELL

               Are you sure?

     Now he's not.

                             DORKY DAVID

               Yes?


                             PROFESSOR STROMWELL

     ~        Would you be willing to stake your life
               on it?

                          DORKY DAVID

                I think so...

                           PROFESSOR STROMWELL

               H o w about --

     She spins around, roughly POKING another student in the head.




                                                             (CONTINUED)





                                                                   32.


41              (2)                                                  41




                            PROFESSOR STROMWELL (CONT'D)

                     (continuing)
                -- his life?


                            DORKY DAVID

                     (scared)
                I don't know.


                            PROFESSOR STROMWELL

                Well, I recommend knowing before
                speaking.. The law leaves much room for
                interpretation -- but very little for
                self-doubt.

     As she turns away --


                            PROFESSOR STROMWELL (CONT'D)

                     (continuing)
                And you were right. It was Aristotle.

     The class half-laughs in relief.


                            PROFESSOR STROMWELL (CONT'D)

                     (continuing)
                I assume you've all read pages 1- 48 and
                are now well-versed in subject matter
                jurisdiction.
     Elle looks around, surprised, as students open their books.

                           PROFESSOR STROMWELL (CONT'D)

                     (continuing)
                Who can tell us about Gordon v. Steele?

     Silence.   Stromwell looks down at the seating chart.

                            PROFESSOR STROMWELL (CONT'D)

                     (continuing)
                Ivan Greenstein?

     Intense Ivan straightens in his' seat.

                           IVAN

                Gordon sued her doctors for malpractice.

                           PROFESSOR STROMWELL

                And what did the dispute entail?
                     (looking at her chart)
                Let's call on someone in the hot zone.
                Elle Woods? Elle looks up, distressed.




                                                           (CONTINUED)





                                                                   33.


41              (3)                                                  41




                           ELLE

                Uh... I wasn't aware that we had an
                assignment.

                           PROFESSOR STROMWELL

                     (looking at her chart)
                Sarah Knottingham?

     SARAH KNOTTINGHAM -- a prim and preppy blue-blood brunette,
     dressed in pearls and a sweater set -- looks up.


                           PROFESSOR STROMWELL (CONT'D)

                     (continuing)
                Do you think it's acceptable that Ms.
                Woods is unprepared?
     Sarah looks over at Elle. Elle gives her a mortified smile.
     Sarah turns back to Professor Stromwell.

                           SARAH

                No, I don't.


                           PROFESSOR STROMWELL

                Would you support my decision to ask her
                to leave and return to class only when
                she is prepared?

                           SARAH

                Absolutely.
     Elle can't believe that this girl would betray her. Having
     no choice,, she gathers her purse and goes, completely
     humiliated. Professor Stromwell returns to the matter at
     hand.

                          PROFESSOR STROMWELL

                Now, Ms. Knottingham, did diversity
                jurisdiction'exist in this case?

42   EXT. LAW SCHOOL QUAD - BENCHES - DAY - LATER                        42


     EMMETT -- a shy and quirkily handsome 28-year-old who could
     pass for younger -- sits on a bench, going over some papers.
     He looks up and spots Elle -- sitting across from him --
     looking traumatized.

                          EMMETT

                Are you okay?
     Elle looks up, snapping out of her stupor.




                                                           (CONTINUED)





                                                                     34.


42                            .                                        42




                            ELLE

                  Do they just -- put you on the spot like
                  that? Like, all the time?

                            EMMETT

                  The professors? Yeah, they tend- to do
                  that. Socratic method.

                            ELLE

                  And if you don't know the answer, they
                  just kick you out?
     He smiles.

                            EMMETT

                  You have Stromwell.

                            ELLE

                      (hopeful)
                  Did she do that to you, too?

                              EMMETT

                  No, but she made me cry once. Not in
                  class -- I waited until I got to my room,
                  but yeah, she can pretty much shrivel
                  your balls -- or you know, your
                  whatevers .

                             ELLE

                        (stricken)
                  Neat .                 '   ,   '

                            EMMETT

                  Don't worry. It gets better. Who else
                  do you have?
     Elle looks at her schedule.

                            ELLE

                  Donovan, Royalton and Levinson.

                            EMMETT

                  Speak up in Donovan's class. He likes
                  people with an opinion. Sit in the back
                  for Royalton. He tends to spit when he
                  talks about products liability.
     Elle makes a face.      He smiles.   Liking her.





                                                             (CONTINUED)





                                                                   35.


42              ( 2 )                                                42




                            EMMETT (CONT'D)

                     (continuing)
                And make sure you read the footnotes in
                Levinson's class. That's where all her
                exam questions come from.


                             ELLE

                Wow.   I ' m glad I met you.

     She smiles at him, grateful.

                           EMMETT

                Oh, and getting one of Stromwell's daily
                quotes right is almost as important as
                acing the mid-term. But you didn't hear
                it from me.

     Students trickle out of the building.


                         ELLE "                .:.

               Are you a third-year?
     Warner walks up, behind Emmett, interrupting.


                            WARNER

               Hey.

     Elle looks up, pure adoration on her face.

                            ELLE

               Hi!

     Emmett rises and walks off.


                            EMMETT

               Good luck.


                          ELLE

                    (calling after him)
               Thanks again for your help!

     Warner remains standing, still somewhat uncomfortable with
     her presence here.


                            WARNER

               S o -- uh -- how was your first class?


                         ELLE

               Fine. Except for this horrible girl who
               made me look bad in front of my Civ Pro
               professor. But no biggie. You're here
               now.

                            (MORE)



                                                           (CONTINUED)





                                                                      36.


42              (3)                                                     42


                            ELLE (CONT'D)

                     (perky)
                How was your summer?

     She pats the bench beside her.     He doesn't move.


                           WARNER

                     (distracted)
                Good. Good.


                          ELLE

                Do anything exciting?
     A female hand snakes around Warner's chest from behind.
     Warner turns and brings the owner of the hand around to his
     side, presenting her.


                          WARNER

                    (nervous)
               Urn, hey, have you met Sarah?

     Sarah, the horrible girl herself, holds out her hand to Elle,
     full of contempt.


                             SARAH

               Hi.     Sarah Knottingham.


                          ELLE

                    (to Warner; horrified)
              You know her?


                            WARNER

                She 's --

     Sarah jumps in.                            


                            SARAH           .

               -- I ' m his fiancee.

     Elle stares at her. Sarah tucks a piece of her mousy brown
     hair behind her ear and there it is -- The Rock.


                            ELLE

                      (in disbelief)
                I'm sorry, I just hallucinated.


                         WARNER

               Sarah was my girlfriend at prep school.
               We got back together over the summer at
               my grandmother's birthday party.

     Elle looks stricken.     Sarah gives her a smug smile.





                                                              (CONTINUED)




                                                                   37.

42              (.4)                                                 42




                            SARAH

                 Warner told me all about you. You're
                 famous at our Club.
     She says it in a way that is anything but flattering.   In
     fact, it's completely condescending.

                           SARAH (CONT'D)

                     (continuing; pointedly)
                But he didn't tell me you'd be here.


                           WARNER

                 I didn't know --

     Elle looks from Warner to Sarah.


                             ELLE

                Excuse me.

     She rushes off.    Sarah watches her go, a smug grin on her

                                                 '   

     face, 

                             SARAH

                     (to Warner)
                I thought you said she was pretty.

43   EXT. STREET/INT. ELLE'S CONVERTIBLE BOXSTER- DAY                43   


     Elle drives, wiping the tears from her face. She spots
     something off to the side and SWERVES her car toward it, a
     gasp of hope escaping her lips.

     Her car stops in front of a strip mall salon called "Beauty          
     Oasis".                                                               


44   INT. BEAUTY OASIS - DAY                                         44   

     A downscale, blue-collar salon, with five hair chairs and two        
     manicure stations. Old ladies and young waitresses get perms.        
     PAULETTE --early 40s, lower-middle class, hard-edged, plus-          
     sirzed -- looks up as a defeated Elle sinks into the manicure        
     chair.(The manicure station is plastered with pictures of            
     RUFUS, a big, slobbering pit-bull).                                 


                             PAULETTE

                Bad day?

     Elle holds out her hands. Paulette dips them into a dish of
     soapy water.


                           ELLE

                You can't even imagine.


                                                         (CONTINUED)





                                                                  38.


44                                                                  44




                          PAULETTE

               .Spill.,

     Elle lets it all out in a rush.


                          ELLE

               I worked really hard to get into law
               school -- I blew off Spring Break and
               Greek Week to study for the LSATs, I
               completely neglected my Homecoming Queen
               duties, I hired a Coppola to direct my
               admissions video -- all so I could get my
               boyfriend Warner back and now he's                           
               engaged to this awful girl Sarah so it
               was all for nothing! I wish I ' d never
               even come to Harvard.                                        

     Paulette dries Elle's hands and begins filing.


                          PAULETTE

               After you went to all that trouble?


                         ELLE                                           :

               Well, what am I supposed to do? He's
               engaged! She's got the family six-carat
               on her bony, unpolished finger.


                          PAULETTE                                          

               You're asking the wrong girl. I ' m with                     
               my guy eight years and then one day it's                     
               "I met someone else. Move out."                              


                          ELLE                                              

                    (horrified)                                             
               What'd you do?                                               


                          PAULETTE                                          

               Cried a lot and gained twenty pounds.                        
               Dewey kept the trailer and my precious                       
               baby Rufus. I got jackcrap.                                  
     She looks at a picture of the pit-bull.                                


                          PAULETTE (CONT'D)                                 

                    (continuing; re the dog)                                
               I didn't even get to go to his birthday                      
               party.                                                       


                          ELLE                                              

               No!                                                          





                                                          (CONTINUED)





                                                                 39.


44              ( 2 )                                              44




                           PAUL ETTE                                    

               What could I do?                                         
                    (shrugging)                                         
               He's a man who followed his pecker to                    
               greener pastures. I ' m a middle-aged high-              
               school dropout with stretch marks and a                  
               fat ass. Happens every day. At least to                  
               women like me.                                           

                          ELLE                                   .      

               That's terrible!                                          

                                                                         


                          PAULETTE

               So, what's this Sarah got that you don't?                 
               Three tits?                                              -

                           ELLE                                         

               She's from Connecticut. She belongs to
               his stupid country club.

                         PAULETTE

               Is she as pretty as you?
     Elle looks down.

                           ELLE

                     (embarrassed)
               I ' m not pretty -- I ' m genetically
               blessed.
     Paulette rolls her eyes, shaking her bottle of polish and
     starting on Elle's right hand.

                           PA UL ETT E

               Is sJie.?                                                "


                           ELL E

               She could use some mascara and some
               serious highlights, but she's not
               completely unfortunate- looking.

                          UPS GUY (O.S.)                                

               Hello, ladies.                                           
     Paulette looks up to see the UPS GUY, a strapping hunk of a        
     man in his late 30' s . She blushes and smooths down her hair,     
     knocking over a bottle of nail polish in the process. Trying       
     to play it off as she signs for the package.                       





                                                        (CONTINUED)





                                                                40.


44              ( 3 )                                             44




                            UPS GUY (CONT'D)                           .   

                 See ya later.                                             
     He goes. Paulette watches him. Elle notices.                          


                            PAULETTE                                        

                     (hating herself)                               .      
                Could I be anymore goddamn spastic?                         
                     (beat)                                                 
                So you're sure, this Warner guy is "the                     
                one"?

                          ELLE

                Definitely! I love him!
     Paulette looks at her.                                                

                          PAULETTE

                If a girl like you can't hold on to her                    
                man -- then there sure as hell isn't any                   
                hope for the rest of us. What're you                       
                waiting for? Steal the bastard back.                       

45   INT. DORMITORY - WARNER'S ROOM - DAY                          45

     Elle knocks on Warner's door, bottle of wine and two glasses
     in hand.

                            ELLE

                Warner?
     When she gets no answer, she write a message on his memo
     board -- CLOSE ON-- "Call me! Love, You Know Who".
     She leaves the wine bottle and two glasses and goes.

46   EXT. HARVARD LAW CAMPUS - DAY                                 46      

     Elle is in her push-up bikini, reclining in her beach chair,
     pink frozen margarita in one hand, Underdog in the other, law
     book in her lap, pretending to study.
     We PULL BACK to reveal that she's sitting on the sidelines of
     a touch-football game that Warner is playing with a group of
     other 1-L's.
     Warner scores easily because the other male eyes are all on
     Elle. He shakes his head and smiles.




                                                                   41.





47   INT. CRIMINAL LAW CLASS - DAY                                   47


     Elle sits, glaring at Sarah, who keeps waving her "The Rock"
     in Elle's direction, as she plays footsie with Warner.

     PROFESSOR DONOVAN -- 40s, a big fan of himself, salt and
     pepper hair, no time for bullshit -- stands before the class.

                          PROFESSOR DONOVAN

                I should warn you that in addition to
                competing against each other for the top
                grade in this class, you'll also be
                competing for one of my firm's highly
                coveted four internship spots next year
                where you will get to assist on actual
                cases. Let the bloodbath begin. Now,
                let's commence with our usual torture --
     He looks around.


                          PROFESSOR DONOVAN (CONT'D)

                    (continuing)
               Ms . Woods --

     Sarah and her bitchy, clone-like friend CLAIRE exchange
     knowing glances.


                          SARAH

               This should be amusing.

                        PROFESSOR DONOVAN

               Would you rather have a client who
               committed a crime malum in se or malum
               prohibitum?


                          ELLE

               Neither.


                          PROFESSOR DONOVAN

               Why not?


                          ELLE

               I'd rather have a client who's innocent.

     Elle smiles, proud of her answer. The class snickers. Warner
     frowns.


                          PROFESSOR DONOVAN

      .        Dare to dream, Ms. Woods. Ms.
                Knottingham? Which would you prefer?





                                                           (CONTINUED)





                                                                     42.


    47                                                                 47




                              SARAH

                   Malum prohibitum. Because the client
                   would've committed a regulatory
                   infraction as opposed to a dangerous
                   crime.
         Elle raises her hand.

                              PROFESSOR DONOVAN

                   Yes?   Ms. Woods?

                            ' ELLE                '    ..

                   I changed my mind. I ' d pick the
                   dangerous one.
         She looks pointedly at Sarah.

                               ELLE (CONT''D)

                         (continuing)
                   I ' m not afraid of a challenge.
         Sarah glares back at her. Warner looks between the two of             

                                                                              

         them, worried.

    48   INT. STUDY LOUNGE - DAY                                          48

                  The Harvard Public Interest Law Association meeting is       
O        underway. Warner .listens intently, A few seats away, Elle
         appears to be taking notes.
         C L O SE ON--her "notes" -- "I'm free for dinner tonight. Meet
         me at The Cask & Flagon at 8."                                        
         She folds the note and sticks it in Underdog's mouth, then points
         him toward Warner. Humiliated but dutiful, Underdog bounds off.
         CLOSE ON -- Underdog, as he carries forth his mission,
         arriv ing at Warner's feet. UNDERDOG'S POV -- Warner
         discreetly takes the note from him, then looks over at Elle,
         who feigns interest in the meeting.

    49   INT. CASK & FLAGON RESTAURANT - NIGHT                            49   

         Elle waits for Warner, alone at a table. Checking her watch
         to see it's 8:45, she tries not to be sad.

    50   INT. HARVARD LAW LIBRARY - DAY                                   50   

         Warner and his study group, Sarah and Claire included, sit at
         a table, going over their outlines. Elle walks up to the
         table, holding a basket of muffins, bright smile on her face.



                                                            (CONTINUED)





                                                                     43.


50                                                                     50




                            ELLE

     '        I ' m here to join your study group. And
                look! I brought sustenance!
     She holds up the muffins as the others look up, frowns all
     around.

                            WARNER

                    (nervously looking at Sarah)
               Elle, what're you doing here?
     Elle pulls up a chair from another table and holds up a
     muffin.                       '

                         ELLE

               Who's first?
     She sits down next to Warner.

                          SARAH

               Our group is full.

                         ELLE

               Oh, God, was this like an RSVP thing?

                            CLAIRE

               No, it's like a smart people thing.     And
               like Sarah said, we're full.

                         WARNER

               Come on ~ we can make room for one more.
     Sarah looks at Warner with evil eyes.

                            SARAH

               We've already assigned the outlines, and
               everyone has started theirs',

                          CLAIRE

                    (to Warner)
               Besides, you wouldn't let the fat guy
         _    join.

                         WARNER

               He tried to watch me take'a shower!
     Sarah looks at Elle.

                          SARAH

               The answer is no.
     Warner looks at her, feeling guilty. He shrugs an "I'm
     sorry", but Elle's perkiness has gone.


                                                             (CONTINUED)





                                                                    44.


50              (2)                                                   50


      She gathers up her muffins and stands, clutching the basket
      to her chest as she goes.

                          ELLE

                Then I guess I'll leave you alone.
      She walks away, completely deflated, passing by the RAGING
      FEMINIST STUDY GROUP. Enid calls out.


                          ENID

                Maybe there's a sorority you could join
                instead.
     Elle stops and looks at her.

                           ELLE

                     (to Enid)
                You know, if you'd come to a Rush party,
                I would've at least been nice to you.


                          ENID

                Before you voted against me and called me
                a dyke behind my back?


                          ELLE

                I don't use that word. Only mean people
                use that word. You must've heard it from
                Sarah.                     .
     She looks back at Warner's table and walks off. As she does.,
     she's nearly mowed down by a gaggle of NERDS led by DORKY             
     DAVID, who knock the muffins out of her hands. She stands             
     there, even more depressed.


51   INT. ELLE'S DORM ROOM - DAY - LATER                              51   


     Elle sinks down onto her bed, deflated.    She picks up the
     phone and dials.


52   INT. BRIDAL SHOP - DAY                                           52


     Serena, with a new hairdo, and Margot are surrounded by
     wedding dresses. Margot talks on her cell phone. We                   

     INTERCUT.



                           MARGOT

                     (to Serena)
                It's Elle!
                     (into phone)
                Guess what I ' m doing right this second?


                          ELLE

                Power yoga?



                                                            (CONTINUED)





                                                                      45.


52                                                                      52




                             MARGOT

                  Picking out my wedding dress!

                             ELLE

              What?!

                             MARGOT

                  Josh proposed!


                             ELLE

                       (startled)
                  N o way --
     Serena grabs the phone.

                             SERENA

                       (into phone)
                  ;;po you have The Rock yet?
     Elle lies.

                             ELLE

                  Almost.

                             SERENA

                  Well, hurry up so you can come home!   We
                  miss you!

                             ELLE

                  I miss you guys! The people here are so
                  vile! Hardly anyone even talks to me
                  unless it's to say something that's not
                  nice. Law school sucks!

                             SERENA

                  Oh, my God!   I completely forgot to tell
                  you!

                             ELLE

                  What?

                             SERENA

                  I got bangs!


                             ELLE

                        (hurt and annoyed)
                  Re a ll y --
     Margot grabs the phone back.





                                                              (CONTINUED)





                                                                     46.


52              (2)                                                    52




                            MARGOT                              :

                     (into phone)
                Keep June first open -- you're one of my
                bridesmaids. And give Warner our love.

                            ELLE

                Iwl.
                  il.   .    .
     Margot hangs up and Elle follows suit.      Even more deflated.

53   INT. ELLE'S DORM - HALLWAY - DAY - SAME TIME                        53   


     Sarah and Claire walk past Elle's room, the door of which is
     ajar.

                            SARAH

                It's not just any Halloween party. It's a
                "Come as Your Favorite Defendant" party.

                           CLAIRE

                That-'s genius.
     Elle pops her head out of the room.

                            ELLE

                     (excited)
                No way! Someone at this school is
                actually having a party?
     Sarah and Claire turn around.      Elle's face falls when she
     sees that it's them.

                            SARAH

                No.


                          CLAIRE

                You must've heard us wrong.

                            SARAH

                Sorry. Looks like you'll be staying home
                ton ig ht. Alone.
     They continue on as Elle goes back into her room, snubbed.

54   INT. ELLE'S DORM ROOM - CONTINUOUS                                  54   

     Elle shuts the door behind her and looks at Underdog.

                          ELLE

                I can't believe this. Not only do I not                       
                have Warner, but I ' m --unpopular!                           
     The realization hits her hard. Underdog barks.       She looks at him.

                       .'.


                                                           (CONTINUED)





                                                                   47.


54                                                                   54




                          ELLE (CONT'D)

                    (continuing)
               But I wasn't invited.

     He barks again.

                          ELLE (CONT'D)

                    (continuing)
               You really think I should?


55   EXT. OFF-CAMPUS HOUSE - PORCH - NIGHT                           55


     Two feet in high heels and fishnet hose stride purposefully
     up the sidewalk.                                    .
     A perfect butt wearing a bunny tail wiggles up the steps.


56   INT. OFF-CAMPUS HOUSE - NIGHT                                   56


     A party filled with people who are no fun to party with.
     NAMETAGS denote which famous defendant everyone is dressed as.
     Menenedez's, Tonya Harding's, and Buttafuco's pepper the room.

     Elle, decked out in a Playboy Bunny costume -- looking sexy
     as hell -- strides in. People roll their eyes and ignore
     her. Elle continues on.

     NEARBY -- Enid, dressed as Lizzie Borden, axe in hand/ is in
     the midst of a tirade against some guy dressed like William
     Kennedy Smith.


                         ENID

               The English language is all about subliminal
               domination. Take the word "semester". It's a
               perfect example of this school's
               discriminatory preference of semen to
               ovaries. That's why I ' m petitioning to have
               next term be referred to as Winter Ovester.

     The guy backs up in fright. As Elle passes, Enid looks over.

                           ENID (CONT'D)

                    (continuing)
               Hey , Elle-- I've been meaning to ask you
                    (re her boobs)
               -- are those real?

     Elle snorts.


                         ELLE

               Enid, please -- silicone is so 90's.



                                                           (CONTINUED)





                                                                    48.


56                                                                    56



     She keeps walking.

57   INT. INTO THE LIVING ROOM - AT THE BAR -CONTINUOUS                 57


     Sa rah -- dressed as Hester Prynne -- and Claire --as Joan of
     Arc -- sip wine.


                           ELLE

                     (continuing; sarcastic)
                Thanks for inviting me, girls. This party
                is super fun.

     They roll their eyes, checking out her Bunny costume.

                           SARAH

                You're supposed to be dressed as a famous
                defendant.

     Elle smiles at Sarah.


                          ELLE

                I am. Didn't you hear about the Playboy
                Bunny who slit her ex- boyfriend's new
                fiancee's throat with a broken wine
                glass? It was tragic.

     She grabs a glass of wine and moves on.

58   EXT. OFF-CAMPUS HOUSE - BACK PORCH - NIGHT                         58


     Elle walks onto the back porch and finds Warner --dressed as
     O.J. in a USC football uniform, number 32, with a ball and
     chain on his foot.


                              ELLE

                Hey, O.J.

     Warner turns. He looks around for Sarah.      Not seeing her, he
     smiles at Elle, admiring her costume.


                             WARNER

                Wow.    You're a walking felony.


                              ELLE

                Thank you.     Having fun?


                              WARNER

                     ( c h e c k i n g her out)
                Now I am.





                                                            (CONTINUED)





                                                                   49.


58                                                                   58




                          ELLE

                    (flirty)
               I feel like we've barely spent any time
               together since we got here.

                          WARNER

               That's because I spend all my time with
               case studies and hypos.

                          ELLE

               Tell me about it. I can't imagine doing
               all this and Donovan's internship next
               year.

                          WARNER

                    (scoffing)
               Elle, c'mon, there's no way you'll get
               the grades to qualify for one of those
               spots . You're not smart enough.
     She can't believe he's saying this.   He realizes he's gone
     too far, and back-pedals.

                         WARNER (CONT'D)

                   (continuing)
               I didn't mean --

                          ELLE

                    (cutting him off)
               Am I on glue, or did I not get into the
               same law school you did, Warner?

                           WARNER

                     (covering)
               We ll , yeah, but --

                          ELLE

               But what? We took the same LSAT, we take
               th e same classes --

                         WARNER

               I just don't want to see you get your
               hopes up. You know how you get.
     She stares at him.   Realizing the awful truth.

                         ELLE

               I'11 never be good enough for you, will

               I?

     When he doesn't answer, she walks back into the house.




                                                                       50.





59   INT. OFF-CAMPUS HOUSE - KITCHEN - NIGHT -SAME TIME                  59


                                             One of them holds a salad
     A group of tipsy ILs stand around.
     bowl filled with cash.

                           ENID

                I give her two more weeks.

     She throws a twenty into the bowl.      '    .   .

                           DORKY DAVID

                Two and a half?

     He throws in his twenty as well.


                          SARAH

                If she spreads her legs, maybe --


                            ARROGANT AARON

                     (adjusting his crotch)
                Only if I ' m feeling generous.


                         ELLE (O.S.)

               What is this?

     They turn around to find Elle standing there.


                          CLAIRE

               We're betting on how much longer you're
               going to last.

                           ELLE

                    (stung)
               What?


                          SARAH

               Look around, Elle.      Do you actually think
               you belong here?

     They all stare at her.


                           ELLE

                    (hurt)
               Why wouldn't I?


                          ENID

               Because the rest of us provide some
               worthwhile value to society?


                         ARROGANT AARON

               Hold on, now -- every society needs a
               bimbo. Who are we supposed to sleep with
               after we get rich?


                                                               (CONTINUED)





                                                                     51.


59                                                                     59



     Elle looks like she's been slapped. The others laugh at
     Aaron's esteemed wit.


                          ELLE

                You know what? All of you can just kiss
                my ass.
     She yanks off her Bunny tail and throws it at them. Hurt and
     anger in her eyes. Then walks out of the room.


'                          ELLE (CONT'D)

                     (continuing; to herself)
                You're about to see just how valuable
                Elle Woods can be.
     She stomps out of the house.


     A GIRL-POWER SONG STARTS TO PLAY AS A MONTAGE BEGINS:



60   INT. HARVARD BOOKSTORE - NIGHT                                    60


     A hot pink laptop is yanked off the shelf.

                                                                 CUT TO:


     Elle, still in her Bunny suit, minus the tail, stands in
     line, paying for the laptop. People gape at her, but she's
     oblivious in her resolve.

     EMMETT walks up behind her in line.   He clears his throat,
     trying not to look at her costume.

     Elle turns, seeing him.


                             ELLE

                Don't ask.

                           EMMETT

                Wasn't gonna.                                -

     She marches off.   Laptop in hand.


61   INT. ELLE'S DORM ROOM - NIGHT                                     61


     A pony-tailed Elle types a brief, coffee next to her.
     Underdog sleeps nearby, belly-up. Legs twitching in a
     nightmare. Typing furiously, Elle breaks a nail, then
     struggles to forge on, despite her instinct to stop and
     repair it.




                                                                    52.





62   INT. LAW LIBRARY - DAY                                           62


     Elle -- arms full of books -- walks past the Warner/Sarah
     study group. Sarah and Claire scowl at her, but Elle passes
     with her head held high.

63   INT. STUDY LOUNGE - DAY                                          63

     Enid is surrounded by study materials and notecards. When
     she gets up to use the ladies' room, Elle casually walks over
     and slips a notecard into the middle of Enid's stack. Then
     quickly walks on. '

64   INT. BEAUTY OASIS - DAY                                          64   


     Pau lett e quizzes Elle from a law textbook as her nails dry. 
     As she waits for Elle's answer, Paulette showers Underdog 
     with kisses, showing him pictures of Rufus.                   

65   INT.   CRIMINAL LAW CLASS - DAY                        ..        65


     Donovan is in the midst of a lecture.     He points at Elle.


                           PROFESSOR DONOVAN

                And the purpose of "diminished capacity"
                is?
     She swallows nervously, then speaks.

                          ELLE

                To negate mens rea?
     Donovan nods affirmatively and continues.      Elle hides a
     smile.

66   INT. LAW LIBRARY - NIGHT                                         66


     Elle reaches for a book on a high shelf, but she's not tall
     enough. She tries a running start and leaps for it. Still
     missing it.                                                           
     FROM THE LEFT, she runs and leaps again, missing again.               
     FROM THE RIGHT, she runs and leaps again, missing again.                  
     Dorky David walks up and sets down a step-stool at her: feet.
     Now winded, she smiles her thanks, stepping up to retrieve                
     her book.                                                             




                                                                 53.





67   INT. STUDY LOUNGE - DAY                                        67


     Enid flips through her notecards, memorizing, when she comes
     upon a picture of a NAKED MAN. Oh, the horror. She throws it
     down in disgust as if her eyes have been burned.
     Looking around, Enid sees Elle smiling and waving at her from        
     across the room.                                                     

68   INT. LAW LIBRARY - DAY                                         68


     Elle walks past Arrogant Aaron, as he sleeps at his study
     cubicle, head back on the chair.
     She stops, backs up, and waves her hand over his face. When
     he doesn't stir, she takes a magic marker out of her knapsack
     and leans over to write something on his forehead.                   

     INT. ELLE1S DORM ROOM - DAY


69                                                                  69    


     Elle works out on her Elliptical Crosstrainer as she listens
     to a lecture tape and watches Court TV on mute.

                          LECTURER (V.O.)


     "A failure to act can constitute the actus reus for
     accomplice liability if the defendant has the legal duty to
     intervene, but fails to do so."

70   INT. LAW LIBRARY - DAY                                         70>


     Arrogant Aaron wakes up with a start, checks his watch, and
     rushes off to class. Oblivious to his facial graffiti, which
     we can't yet read.

71   INT. CIVIL PROCEDURES CLASS - DAY                              71

     Professor Stromwell is in front of the class.

                          PROFESSOR STROMWELL

                So you've filed a claim. Now what?
     She looks over to see Elle sitting there, typing on her
     laptop.

                          PROFESSOR STROMWELL (CONT'D)

                    (continuing)
               Ms. Woods?

                          ELLE

                Don't you also need to have evidence?



                                                         (CONTINUED)





                                                                   54.


71                                                                   71




                          PROFESSOR STROMWELL

               Meaning?
     Everyone now stares at Elle.


                        'ELLE

               Meaning you need -- reasonable belief
               that your claim would have, like,
               evidentiary support?

     Stromwell is somewhat impressed, but doesn't show it.


                          PROFESSOR STROMWELL

               And what kind of evidentiary support does
               this case require? Let's ask Mr.
               Harriman, who clearly believes that I
               might be hungry.
     She looks up at Arrogant Aaron in the back row. Who
     unknowingly has "Eat Me" written on his forehead. He looks
     back at her, confused, as the students around him snicker.


72   EXT. BEAUTY OASIS - NIGHT                                       72

     A "Closed" sign is on the door.
     THROUGH THE WINDOW, we see Elle and Paulette sitting in the
     empty salon, laughing and clinking cans of Pabst Blue Ribbon
     as they toast Elle's small victory. We PULL BACK, leaving
     them laughing, as the MONTAGE ENDS.


73   INT. CRIMINAL LAW CLASS - DAY                                   73

     "THE STATE V. LATIMER" is written on the board. A pony-
     tailed, less made-up Elle takes notes on her lap-top, as
     Warner makes an argument.


                              WARNER

             . According to Swinney v. Neubert, Swinney,
              who was also a private sperm donor, was
               allowed visitation rights as long as he
               came to terms with the hours set forth by
               the parents. So, if we're sticking to
              past precedent, Mr. Latimer wasn't
               st al ki ng -- he was clearly within his
               rights to ask for visitation.


                          PROFESSOR DONQVAN

               But Swinney was a one-time sperm donor,
               and in our case, the defendant was a
               habitual sperm donor, who also happens to
               be harassing the parents in his quest for
               visitation.


                                                           (CONTINUED)





                                                                      55.


73                                                                      "73




                             WARNER

                  But , without this man's sperm --the
                  child in question would not exist.

     He grins and looks around as the class murmurs their
     agreement.

                             PROFESSOR DONOVAN

                  Now you're thinking like a lawyer.

     EMMETT enters from the back, holding a file.        He stands there
     quietly, watching. 
     Elle tentatively raises her hand.


                            PROFESSOR DONOVAN (CONT'D)

               Ms. Woods?
     Sarah looks at Claire.


                           SARAH

                    (sotto)
               The idiot speaks.


                          ELLE

               Although Mr. Huntington makes an
               excellent point, I have to wonder if the                       
               defendant kept a thorough record of each                       
               sperm emission made throughout his life?

     The class titters.    Elle grows annoyed.


                           PROFESSOR DONOVAN

                    (bemused)
               Why do you ask?

     Elle's hesitancy is replaced by conviction.

                             ELLE

               Well, unless the defendant attempted to                        
               contact every single one-night- stand to
               determine if a child resulted in those
               unions -- then he has no parental claim
               whatsoever over this child. Why this
               s p e rm ? Why now?      '

     Emmett's mouth twitches into a smile.





                                                              (CONTINUED)





                                                                      56.


73              (2)                                                     73




                             ELLE (CONT'D)

                       (continuing)
                  For that matter, all masturbatory
                  emissions where his sperm was clearly not
                  seeking an egg could be termed reckless
                  abandonment.

     Warner's mouth hangs open. As does Sarah's and the rest of
     the class. Donovan smiles.

                             PROFESSOR DONOVAN

                  I believe you've just won your case.

     Elle grins.           :


74   INT. DONOVAN'S CLASS - LATER                                           74


     As the students file out, Elle passes Donovan.


                             PROFESSOR DONOVAN

                  You did well today.

     She stops.


                               ELLE

                  I did?


                             PROFESSOR DONOVAN

                  You're applying for my internship, aren't
                  you?


                              ELLE

                  I don ' t know --


                             PROFESSOR DONOVAN

                  You should. Do you have a resume?


                              ELLE

                       (excited)
" '.' .  . . . i do. ' ' ,           .''.      ' . .  ; . .
     She pulls a resume out of her briefcase and hands it to him..
     He looks at it.                                            

                               PROFESSOR DONOVAN

                  It's pink.


                               ELLE

                  And engraved... Gives it that extra
                  little something, doesn't it? .
                       (smiling)
                  See you tomorrow!



                                                              (CONTINUED)





            .                                                        57.


74                                                                     74



     She walks on.     Emmett walks up, handing the file to Donovan.

                           EMMETT

                 I brought you the Windham notes.                            

                            PROFESSOR DONOVAN

                      (watching Elle go)
                You think she just woke up one morning
                and said, "I think I'll go to law school
                today!"?
     Ei timett looks after Elle,    bemused.


                             EMMETT

                Aside from that lapse in judgement --
                she's got potential.

75   INT. ELLE'S CAR-DAY                                               75    

     Elle drives. Paulette is shotgun.                                      

                          PAULETTE

                You showed up Warner in class? You're
                supposed to be showing up Sarah.

                          ELLE

                I couldn't help it! It was the most fun
                I've had since I've been in law school.
                Not only was I good enough for Warner --
                I was better than him. He has to see
                serious I am now. Even Donovan was
                impressed, and he's a total hard- ass.
     Elle stops the car and turns off the ignition.                          

                             ELLE (CONT'D)                                   

                You ready?                                                   

                             PAULETTE                         


                                                              .               

                No.                                                          '

                                                                              


                             ELLE                                            

                Yes, you are.       Go -- you can do this.                  .
     She points ahead of them.        Paulette goes.                          

76   EXT. DEWEY'S TRAILER    - DAY               .                     76    


     The door opens. DEWEY(40s) and his beer gut emerge.                      
     Paulette is on the porch. Trying to exude confidence, but                    
     failing.                                                                 




                                                             (CONTINUED)




             9/172000 Revision (Blue)                                58.

16                                                                     76




                           DEWEY                                                       

                     (to Paulette)                                                     
                What the hell do yon want? We're eating                                
                dinner.                                                                

                              PAULETTE                                                 

                I just --                                                          

                           DEWEY                                                       

                You just thought you'd come over and show                              
                me what I 'm definitely not missing?                                   

77   INT. ELLE'S CAR - DAY -SAME TIME                                77       


     She watches, frowning.                                                            


78   EXT. DEWEY 'S TRAILER - DAY -CONTINUOUS                       78         '


     Dewey's really having fun now.                                                    


     ;                     DEWEY                                                   


                                                                          ;

                What the hell happened to you? You get a                               
                job at a donut shop?                                                   

                        PAULETTE                                                      

                That's not what --                                                     

                           DEWEY                                                       

                How many times you gonna show up here,                                 
                beggin1 me to take you back?        '                                  

     Paulette reddens -- flustered and humiliated.    Elle appears                     
     next to her.                                                                      

                           ELLE                                                        

                Dewey Newcomb?                                                         

                           DEWEY                                                       

                Who's askin'                                                           

                            ELLE                                                

               . I ' m Elle Woods. Ms. Bonaf ante's                          .
                attorney.                                                       

     Paulette looks at Elle in surprise, Elle keeps going.                         

                                                                                   


                           ELLE (CONT'D)                                               

                Under state law, you and Ms. Bonaf ante                                
                had a common law marriage which entitles                               
                her to the benefits of property law and                                
                an equitable division of assets.                                       



                                                            (CONTINUED)





                                                                    59.


78                                                                    "78



     Paulette watches Elle, mouth hanging open.                              


                            DEWEY

                     (confused)                                              
                Come again?                                                  

                           ELLE                                              

                Due to the fact that you retained the                        
                residence, Ms. Bonafante is entitled to                      
                full ownership of the canine property in                     
                question and we will be enforcing said                       
                ownership immediately.                                       

                            DEWEY                       :                    

                Huh?                                                         

                           ELLE                                              


                                                                             

                Tell him, Paulette.                                          
     A still-stunned Paulette looks at Elle, then turns to Dewey,            
     fire in her ass.                 '.

                                      "


                                       .                                     


                            PAULETTE                                         


                                                                             

                I ' m taking the dog dumbass.                                
                      (calling into the trailer)                             
                C'mere, baby, Mommy's here!                                  

     Rufus bounds out, licking and kissing Paulette. The love                
     evident.                                                                

79   INT./EXT. ELLE'S CAR - A MOMENT LATER                             79    


     Elle, Paulette and Rufus get in.                                        


                          ELLE                                               

                W e did it!                                                 .
     Elle high-fives her.                                                    

                           PAULETTE                                          

                God, that felt great!                                        

                          ELLE                                              

                Look at him. He's still scratching his                       
                head.                                                        

                          PAULETTE                              .            

                Which must be a nice vacation for his                        
                bls . .
                al.                                                          

     She turns to Rufus, hugging him.                                        




                                                            (CONTINUED)





                                                                     60.


79                                                                     79




                             PAULETTE (CONT'D)                              

                And now Mommy's got somebody to eat                         
                dinner with again. You don't care what                      
                Mommy's butt looks like, do you?                            
     Elle looks over at Paulette, heart going out to her.                   

80   INT. CIVIL PROCEDURES CLASS - DAY                                 80


     Elle turns on her Powerbook as Professor Stromwell faces the
     class with her morning quote.

                          PROFESSOR STROMWELL

               "An image and a good hook can get you
               into a room -- but something has to keep
               you in that room."

     She looks around as hands are raised.


                          PROFESSOR STROMWELL (CONT'D)

                    (continuing)
               Mr. Greenstein?


                           INTENSE IVAN

                Judge Sandra Day 0'Connor?


                             PROFESSOR STROMWELL

               C ose.. . .
                l

     Intense Ivan's face falls.      She looks around, seeing Elle
     raising her hand.

                            PROFESSOR STROMWELL (CONT'D)

                     (continuing)                  -
               Ms. Woods?

                             ELLE

               Madonna?
     The class rolls their eyes and laughs, watching Stromwell.

                             PROFESSOR STROMWELL

               Damn.    Thought I ' d get everyone on that
               one.
     The class can't believe Elle is right.

81   EXT. CRIMINAL LAW CLASS - HALLWAY - DAY                           81


     A THRONG of buzzing students is gathered around the bulletin
     board. Elle walks up.



                                                             (CONTINUED)





                                                                  61.


81                                                                  81




                           ELLE

                What's going on?


                          DORKY DAVID

               Donovan's firm is defending a major
               murder case and his caseload is so heavy
               he's taking on first year interns.


                           ELLE

                He chose them already?

     Sarah, at the front of the throng, gasps, then turns to
     Warner.


                            SARAH

               We got it!

     He grins and she kisses him on the cheek. Elle, shoved to
     the back, tries to get closer, when she hears --


                           ENID

                The competition must not have been that
      '       stiff. 

     Arrogant Aaron pushes his way to the board.                         .


                          ARROGANT AARON

               Why? ion .got a spot?                                         


                          ENID                                               

               Hey! Watch your hands, Mr.Grabass.                            


                         ARROGANT AARON                                      '

                   (ignoring her)                                             
               That only leaves one for --                                    
     Elle, now next to him, gets a look at the board.


                            ELLE

                      (shocked)
               Me?!

     Everyone REACTS. She turns and faces the throng.     They stare
     back at her in shock.                                                   
     Dignified, she walks through them as they PART for her,                 
     stopping in front of Warner and Sarah.                                  

                          EL LE (CONT'D)

                    (continuing; to Warner)                                 
               Remember the time after Winter Formal?                        
               When we spent four incredible hours In                        
               the hot tub...?                                               


                                                          (CONTINUED)





                                                                   62.


81              (2)                                                  81



     Sarah looks away.                      .                               

                           ELLE (CONT'D)                                     

                This is way better than that.                                
                     (pushing Sarah aside)                                   
                Excuse me. I have some shopping       to do.                 
     As she goes, surprised CHATTER overtakes the hallway.


82   INT. SAK'S - WOMENS' DEPT. - DAY                                   82 

     Elle scans the racks of conservative clothes. She holds up a
     cashmere twinset and wrinkles her nose, but throws it over
     her arm anyway.

83   INT. NORDSTROM'S - HANDBAGS - DAY - LATER                          83

     Elle admires a trendy handbag, but then promptly sets it down
     and picks up a practical leather briefcase.


84   INT. AUSTEN, PLATT, JARET & DONOVAN - LOBBY - DAY                  84

     The elevator door opens and Warner and Elle emerge. Elle is
     sporting her new, boring "lawyer" clothes. Warner is baffled
     and impressed by her transformation.


                           WARNER

                You look -- nice.

                             ELLE

                Thank you.

     She gives him an aloof smile and walks off. Warner watches her
     go. Sarah stands in the lobby. None too happy to witness this.


85   INT. AUSTEN, PLATT, JARET & DONOVAN - DAY - MOMENTS LATER     85

     Donovan strides through the office, his four interns behind
     him. He points as he walks.


                           DONOVAN

                There's your office, there's the
                bathroom, there's the coffee machine.
                There's Gerard, Dick and1Bobby.

     GERARD, smarmy and trim, DICK, short and bald, and BOBBY,
     black and bespectacled, wave as the interns pass by.


                           DONOVAN (CONT'D)

                     (continuing)
                They're the other associates on the case.
                Ask them all your stupid questions, save
                the smart ones for me.




                                                                 63.





86   INT. AUSTEN, JARET, PLATT AND DONOVAN - CONFERENCE ROOM     86


     Professor Donovan opens his briefcase as Elle, Sarah, Enid
     and Warner hang on his every word.

                           PROFESSOR DONOVAN

               We're defending Brooke Windham, whose
               very wealthy husband was found shot to
               death in their Beacon Hill mansion.

                         SARAH

               Gold digger?

                           PROFESSOR DONOVAN

               You'd think so, since the stiff was
               sixty, but she was rich on her own. Some
               kind of fitness empire. You can buy her
               exercise tapes on infomercials.
     Elle frowns.

                           ELLE

               Wait a minute -- are we talking about
               Brooke Daniels?
     Donovan checks his papers.

                             PROFESSOR DONOVAN

               M a i d e n name--Daniels.
                    (looking up)
               You know her?

                           ELLE

               She was a Delta Gamma! Not in my pledge
               class or anything -- she graduated ,five
               years ahead of me. But I used to take her
               class at the LA Sports Club. She's
               amazing!
     The others looks at each other and roll their eyes.

                          PROFESSOR DONOVAN

               Amazing how?


                         ELLE

               She could make you drop three pounds in
               one class. She's completely gifted!

                           PROFESSOR DONOVAN

               Well, in all likelihood, she's completely
               guilty as well. She was seen standing
               over her husband's dead body.


                                                         (CONTINUED)





                                                                      .4.


                                                                      6


86                                                                      86




                             WA RN ER

               B y who?

                          SA RAH

                    (correcting him)
               Whom?

                          PROFESSOR DONOVAN

               His twenty-seven year old daughter and
               the pool boy.


                         ELLE

               Maybe she found him like that.

                          P RO F ES S OR DONOVAN

               That's the story she'll be telling the
               jury. We just have to prove it.

     Emmett walks in and sits.

                           EMMETT

               Sorry I ' m late.
     Elle looks at him, confused.

                               P R O FE S SO R DONOVAN

               This is Emmett Kerrigan, another associate.                   
               Top three in his class and former editor of
               H a r v a r d Law Review. You've probably seen                
               h i m lurking around campus doing my research.

                         EM ME TT                                            

               Or napping on the quad.          .                            
     Elle smiles at him.    He smiles back.   Almost shy.


                          WARNER

                    (to Donovan)
               What about the murder weapon?


                          P R O FE S SO R DONOVAN

               The gun is missing. The coroner said
               he'd been dead thirty minutes dead when
               the cops arrived -- giving Brooke plenty
               of time to stash it.


                            ELLE

               There's no    way Brooke could've done this -
               - exercise    gives you endorphins,
               endorphins    make you happy -- happy people
               don't kill    their husbands!
     Sarah and Enid snort.


                                                            ( CON TINU ED)





                                                                         65.


86                  (2)                                                    86




                                PROFESSOR DONOVAN

                     You don't really believe she's innocent?


                                ELLE

                     Of course, I do!

         Emmett looks at her.


                                EMMETT

                     Then we may actually have a case.

         He looks over at Donovan, who's not so sure.


                                   .'.'.


87       EXT. BOSTON JAIL - DAY                                            87


         Grey and imposing.


88       INT. BOSTON JAIL - DAY                                            88


      Donovan sits at a long table, next to BROOKE, a pretty 26-
     .year-old blonde with a perfect body and a sad face. The
      interns and associates sit at the far end of the table taking
      notes. A cop stands guard at the door.


                                DONOVAN

                     What alibi?

     '       .       .'


                                BROOKE

                     I can't tell you.

                      '        DONOVAN

                     You understand you're on trial for
                     murder ?


                               BROOKE

                     I didn't do it! I walked in, saw my
                     husband lying on the floor, bent down to
                     check his heart, screamed my head off and
                     Chutney and Enrique ran inside.


                               DONOVAN

                     Where they saw you standing over the body
                     covered in his blood.
         She glares at him.

                               BROOKE

                     Why would I kill my husband?

                               DONOVAN

                     Insurance? A love affair? Pure
                     unadulterated hatred? Believe me, the DA
                     will come up with plenty of reasons.


                                                                 (CONTINUED)





                                                                        66.


88                                                                        8E




                               B ROO KE

                  I l ov ed h im !

                             DO NO VA N

                  He was thirty-four years older than you.
                  That doesn't sound so good to a jury.

     Now she's pissed.

                             BROOKE

                  Then show them a picture of his cock.
                  They might put a few things together.

     Everyone stiffens except for Ell.e, who laughs out loud.


                             DONOVAN    ,   .

                  Brooke, I believe you. But a jury is
                  gonna want an alibi.


                            BROOKE

                  I can't give you that. And if you put me
                  on the stand, I'll lie.

     Donovan takes a moment to look at her like she's an idiot.


                             DONOVAN

                  Were you with another man?


                             BROOKE

                  Go to hell.


                             DONOVAN

                  I'll take that as a no.


                             BROOKE

                  Are we done for today?


                             DONOVAN

                  I believe we are.
     He stands.    As do his minions.      As they file out, Brooke sees
     Elle.


                             BROOKE

                  Hey -- I know you.

     Elle perks up.


                              ELLE

                  I ' m a Delta Gamma and I ' m a huge fan of
                  yours!




                                                                (CONTINUED)





                                                                   .67.


88              (2)                                                   8




                           BR OOKE

                You took my class in LA. You had the
                best high kick I've ever seen. Are you
                one of my lawyers?

                             ELLE

                Sort of.
     Brooke looks at Elle as if she's her savior.


                           BROOKE

                Well, thank God one of you has a brain.




89   INT. BEAUTY OASIS - DAY                                          89    


     Rufus sleeps happily on the floor. Elle sits in front of        .     '
     Paulette, nails in the soapy water.


                           ELLE

                I feel so bad for her. I mean, she's in
                jail! And she's innocent. But I ' m the
                only one who believes her. Donovan
                totally thinks she's guilty.


                    .     PAULETTE

               That's because men are big, fat retards
               who don't -- Oh, my God...                                   

     ON THE DOOR


     The UPS GUY stands in the doorway with a package, sun                  
     streaming in around him.                                               

                          UPS GUY

               Afternoon, ladies.

     O N ELLE AND PAULETTE                                                  



                             PAULETTE                                       

                It's him!                                                   
     Paulette smooths down her hair.                                        


                             ELLE       '                                   

                It's who?                                                   
     She turns to look as we go to --                                       

     BUTT-CAM -- CLOSE ON the crisp brown shorts of a regulation            
     UPS uniform, as they stretch across the taut, muscular                  
     buttocks of UPS GUY, as he strides through the shop.                    


                                                          (CO NTINUE D)





                                                                     68.


89                                                                     89



     When the butt stops moving, we WIDEN to reveal the UPS Guy                 
     now standing in front of Elle and Paulette.                                 


                          UPS GUY                                               

               I've got a package.                                              
     Elle turns to Paulette, eyes wide.                                         

                          ELLE                                                  

                    (agreeing)                                                  
               He's got a package.                                             
     Paulette is frozen.   Blushing and nervous.                                


                          UPS GUY                                               

               How ya doin' today?                                          .   

                           PAULETTE .                                           

               Fine?                                                             
     He waits for her to sign. She remains frozen.      Elle takes              
     the pen and signs for her, trying to help.                                 .

     UPS Guy smiles kindly at Paulette and heads out.                           


                          UPS GUY                                               .


                                                                                  

               Take it easy.                                                    
     Paulette watches him go, hand over her heart. Elle looks at                
     her, concerned.                              ,                              


                         ELLE

               So, this is the only interaction you two                         
               have ever had?


                        PAULETTE

               No. Sometimes I say "Okay" instead of
               "Fine".


                        ELLE

              Have you ever considered asking him if
              he'd like a cold beverage? Or perhaps a
              neck massage?

             '.    '                                           .''           



                          PAULETTE

               What's the point?
                    (matter of factly)
               Look at me.


                         ELLE

               I am. And I'm looking at a beautiful,
               fabulous, sexy woman.


                                                          (CONTINUED)





                                                              . 6 9.


89              (2)                                                  89



     Paulette snorts.                                                      

                            PAULETTE                                       

                Good one.                                                  

                            ELLE                                          

                Trust'me. You've got the equipment, you                   
                just need to read the manual.                             
     Elle stands.                                                 ,       

                            ELLE (CONT'D)                                 

                I ' m going to.show you a little maneuver
                my mother taught me when I was in junior
                high. In my experience, it has a 98%
                success rate in getting a man's attention
                an d when used appropriately--an 83%                      
                rate of return on a dinner invitation.
     The HAIRSTYLISTS and CLIENTS listen, intrigued.                      .

                            ELLE (CONT'D)                                 

                     (continuing)
                It's called the "Bend & Snap".
                     (acting)
                "Oh, look! There's something on the
                floor that I need to pick up!" Bend...                    
     She slowly BENDS down, as if to pick up something, sticking          
     out her tush, knee cocked. She slids her hand down her               
     cocked leg until her hand touches the floor and she SNAPS            
     back up, boobs a'bouncing.

                          ELLE (CONT'D)

                    (continuing)
               And snap! Now you try.
     Paulette stands up repeating the maneuver.                           

                           PAULETTE

                Bend...and snap!
     I t ' s a spastic version of what Elle just did.                      

                          ELLE

                Good. Now this time, put a little arch in
                your back and maybe get your footing more                 
                solid.
     Paulette does it again. This time, getting it right.                  




                                                          (CONTINUED)





                                                                   70.


89              ( 3 )                                                89




                             ELLE (CONT'D)

                       (continuing)
                  Perfect!
     A HAIR CLIENT walks over, head full of curlers.                      


                               HAIR CLIENT                                

                  Like this?                  .                           
     She tries.                                                           


                               ELLE                                       

                  Good.                                                   
     She adjusts her like a yoga instructor would.                        


                             ELLE (CONT'D)                                

                  But cock that knee.                                     
     ANOTHER CLIENT calls over.                                           


                             ANOTHER CLIENT                               

                  Am I doing it right?                                    
     Elle walks over to her.                                              


                             ELLE                                         

                  More snap, less bend.                                   
     She turns to the rest of the clients.                                


                             ELLE (CONT'D)                                

                  C'mon -- everyone try!                                  
     Clients hop up out of their chairs as someone reaches over           
     and cranks the transistor radio, blaring "BRICK HOUSE" by the        
     Commodores.                                                          

     All the clients and technicians, no matter what their age, or        
     how many foils are in there hair, are up and doing the "Bend         
     & Snap", repeating the mantra as they do.

     Elle walks around them, continuing to adjust them.                   


                             ELLE (CONT'D)                                

                  Now everyone together.                                  
     They all bend in unison -- going down on "Brick" --                  


                               EVERYONE

                  Bend --
     And snapping back up -- on "House" .                                 


                                                           (CONTINUED)





                                                           .71.


89              ( 4 )                                                89




                           EVERYONE (CONT'D)                              

                     (continuing)
                And snap !

     The frivolity continues as the roomful of ladies perfect the 
     maneuver .                                                  .
     M AU R I C E , a male hair-dresser, comes out of the back room, 
     m i xi n g a bowl of bleach as he walks. He stops when he spots 
     the activity.                                                .


                          MAURICE                                         

               Oh, my God! The Bend     & Snap!                           
                    (to an old lady)                                      
               Works every time...                                        


     INT. AUSTEN, PLATT, JARET & DONOVAN-CONFERENCE ROOM-DAY


90                                                                   90


     CHUTNEY, 27, curly-haired and bitter, sits in front of               
     Donovan, the FEMALE DA, the associates, the interns and a
     court .reporter, as she's interviewed.


                          CHUTNEY

               I got out of the shower," walked
               downstairs, saw her standing over my
               father, and called the police.


                         DONOVAN

               Did she have a weapon in her hand?


                          CHUTNEY

               No.


                          DONOVAN

               Was there any reason for you to believe
               she had discarded a weapon?

                          CHUTNEY

               Uh, yeah, because the bitch shot him.


                          DONOVAN

               Was there any evidence that Mrs . Windham
               shot him?


                          CHUTNEY

                    (duh)
               His dead body with a bullet in it.            .


91   INT. AUSTEN, PLATT, JARET & DONOVAN-CONFERENCE ROOM-LATER       91


     ENRIQUE, 25, Latino and hunky as hell, sits in the seat that
     Chutney has vacated.



                                                           (CONTINUED)





                                                                   72.

91   aONTINUED:                                                      91



                          DONOVAN

               What did you see when you entered the
               house?

                          ENRIQUE

               I saw Mrs. Windham standing over the body
               of Mr. Windham.

                          DONOVAN

               Was she carrying a weapon?


                         ENRIQUE

               No, she was crying her eyes out.

     Donovan smiles.

                          DONOVAN

               So she was distraught that her husband
               was dead?


                          ENRIQUE

               Oh, yes. Mrs. Windham is the most sweet,
               wonderful woman I know. I have loved her
               since the day she hired me. She could
               never do something this awful. I know
               this because we are very close.

     The others shift uncomfortably, then look at each other. Then.,
     back at Enrique and his shiny, unbuttoned-to-show-his-pecs
     shirt. The DA smiles.


92   INT. STEAKHOUSE - NIGHT                                         .9.2


     Donovan, the interns, and associates sit at a large table.


                          GERARD

               She's screwing the pool boy.

     Elle gasps and makes a face.


                         ELLE

               There is no way a Delta Gamma would sleep
               with a man in a shiny shirt. Warner,
               back me up here.

     Warner shrugs, embarrassed.    Sarah looks at Donovan.


                          SARAH

               I hate to agree ~ but I don't see the
               two of them actually --
                    (wrinkling her nose)
               -- doing it.


                                                           (CONTINUED)





                                                                   73.


92                                                                   92




                          ENID

                Women like that will screw anything.

                           ELLE

                So, because she's beautiful and has a good                
                body, she's easy? What book of feminist                   
                theory did you read iiiai in, Enid?                       
     Emmett jumps in before war breaks out.                               

                          EMMETT

                Okay, if Brooke didn't kill the guy, who did?

                           ELLE

                My money's on the angry daughter or the
                ex-wife.

                           DONOVAN

                Chutney has a trust fund. She didn't
                need the insurance payoff or the
                inheritance.

                          BOBBY

                What about her mother?

                           DONOVAN

                Covered. She was in Aspen at the time.
                Ten people saw her downing cosmopolitans
                at the Caribou Club.

                           ELLE

                Al l I know is-- it's not Brooke.

                           DONOVAN

                That's touching, Elle, but we need an
                alibi.
     Elle thinks about this.


93   INT. BOSTON JAIL - LOBBY - DAY       '                          93   


     A--nervous Elle stands in front of the burly CHECK-IN GUARD..
     She holds a basket of goodies.

                            ELLE

                I ' m here to see Brooke Wi'ndham.

                          GUARD

                Licensed attorney or family member?

                           ELLE

                Uh -- family.


                                                           (CONTINUED)





                                                                    74.


93                                                                    93




                            GUARD

                Relation?


                             ELLE

                I ' m her sister.


                            GUARD

                Name?


                            ELLE

                Delta.   Gamma.

     He makes a note and buzzes her in.       '


94   INT. BOSTON JAIL - DAY                                               94


     Elle sits at a conference table with her basket. A door
     opens and a female guard brings Brooke into the room. Wearing
     a horribly tacky orange jumpsuit.

                          ELLE

                Are you okay? You look so sad...and so
.               orange.

                            BROOKE

                I ' m glad it's you and not Donovan.

                 .          ELLE

                He means well.      He's really brilliant and
                all.
     Brooke sits, not looking convinced.

                           BROOKE

                He better be, for what I ' m paying him.
     Elle pushes her basket forward.

                          ELLE

                I brought you some necessities. Pink
                sheets. Aromatherapy candles. Loofah.
                And The Bible.
     She holds up a "Cosmopolitan".

                          BROOKE

                You're an angel.
     Elle squirms in her seat.





                                                            (CONTINUED)





                                                                   75.


94                                                                   94




                           ELLE

                But I have to tell you the real reason
                I ' m here. Professor Donovan says we
                really, really need your alibi.

     Brooke tears up.


                           BROOKE

                Elle, I can't. You don't understand.


                           ELLE

                Who could better understand than me?

     Brooke dabs her eyes with a corner of the pink Ralph Lauren
     sheets.


                           BROOKE

                It's so shameful...


                          ELLE

                Whatever it is -- it could save you.

                          BROOKE

                That's just it -- it would ruin me!

                           ELLE

                How?

     Brooke composes herself. Takes a deep breath. Looks at Elle.

                           BROOKE

                I have made my fortune on my ability to
                teach women how to perfect their bodies
                with the Brooke's Butt Buster workout.

                           ELLE

                I know!   You helped me go from a six to a
                four!
     Brooke starts to cry again.

                          BROOKE

                On the day of Heyworth's murder, I was --
     She snorts back a sob.

                           BROOKE (CONT'D)

                     (continuing)
                -- getting liposuction.
     Elle gasps.



                                                          (CONTINUED)





                                                                    76.


94              (2)                                                   94




                           ELLE

                No!


                            BROOKE

                      (completely shamed)
                I ' m a fraud! But it's not like normal
                people can have this ass! If my fans
                knew, I ' d lose everything. I've already
                lost my husband. I rather be in jail
                then lose my reputation!

     Elle hugs her to her chest, consoling her.


                           ELLE

                Your secret is safe with me.

95   INT. AUSTEN, PLATT, JARET & DONOVAN - LIBRARY - DAY            95


     The associates and interns sit at a table piled high with
     research, as Donovan goes over his notes.


                           DONOVAN

..              We've got two interviews tomorrow that
                Dick and Bobby are gonna handle, and the
                ex-wife in an hour.
     He looks up.


                           DONOVAN (CONT'D)

                     (continuing)
                Sarah, can you grab me some coffee?

     Sarah rises, and fetches the coffee from the side table.


                            DONOVAN (CONT'D)

                     (continuing)
                And according to this communique from the
                prison, our client apparently had a visit
                fr om her sister? A Miss Delta Gamma --
     He looks at Elle.


                           DONOVAN (CONT'D)

                     (continuing)
                Anyone you know?

     Elle looks up, caught.   The others looks at her.


                           ELLE

                I went to get her alibi.

     Emmett looks over, surprised.



                                                            (CONTINUED)





                                                                   77,


95                                                                   95




                           DONOVAN

                Did you get it?


                             ELLE

                        But I can't tell you what it is.
                Yes.

     The others can't believe this.

                           DONOVAN

                Why the hell not?

                         ' ELLE

                I promised her I ' d keep it secret. I
                can't break the bonds of sisterhood!

     Now he's pissed.

                           DONOVAN

                Fuck sisterhood. This is a murder trial,
                not some scandal at the sorority house.
                I want the alibi.

     Sarah sets Donovan's coffee down.     Watching to see what Elle
     will do.


                          ELLE

                I can't give it to you. All I can tell
                you is that she's innocent.

     An ASSISTANT pokes her head in the room.


                           ASSISTANT

                Mr. Donovan? Mrs. Windham Vandermark is
                on line two.

     Donovan rises, still annoyed.


                           DONOVAN

                Someone reason with her while I take
                this.

     He walks out.     The others look at Elle.


                          BOBBY

                Are you crazy? Tell him the alibi.


                            ELLE

              , No!


                           DICK

                We're gonna lose the case if you don't.




                                                           (CONTINUED)





                                                                       78.


95              (2)                                                      95




                           ELLE

                Then we're not very good lawyers.

     Emmett hides a smile.     Warner leans over to Elle.   Sarah is
     nearby, listening. 

                           WARNER

                     (quietly)
                If you tell him, you'll probably make
                summer associate. Who cares.about Brooke?
                Think about yourself.


                           ELLE

                I gave her my word, Warner.

     Sarah watches -- seeing both Warner and Elle in a different
     light.

     Donovan storms back in.


                           DONOVAN

                The ex-wife seems to be unconcerned with
                the fact that her interview is today.
                She's at a spa in the Berkshires.                             


                           GERARD

                A spa?
                     (to Elle)
                Isn't that like, your Mother-Ship?
     Elle shrugs and looks at Donovan.


                          ELLE                 .

                I can go if you want.

                           ENID

                Why you?


                           GERARD

                     (to Enid)
                Have you ever been to a spa?


                            ENID

                And subscribe to the doctrine of self-
                hatred imposed upon my gender by male                         
                delusions of the way women are supposed
                to look?                                                      
                     (beat)                                                   .
                Twice.                                                        

     Donovan motions toward Elle. Then looks at Emmett with a                 
     pointed "Get the alibi" look.



                                                            (CONTINUED)





                                                                    79.


95              (3)                                                   95




                           DONOVAN

                Go with her.


96   INT. EMMETT'S VOLVO - DAY                                        96


     Emmett drives, Elle is shotgun.

                           ELLE

                Explain to me why you're so anti- Brooke.


                           EMMETT

                Uh, for starters, she won'-t give us an
                al i bi --

                           ELLE

                Aside from that.


                           EMMETT

                She's completely untrustworthy.


                           ELLE

                Why?


                           EMMETT

                She married an old man, she's made a
                living on telling women they're too fat,
                she hawks her crap on the Home Shopping
                Network...

                          ELLE

                A) He's an old man with a really big
                penis. B) She never told me I was fat.
                And C) Victoria Principal sells on that
                network.

                           EMMETT

                And D) Brooke is obviously hiding
                something.

                          ELLE

                But maybe it's not what you think.

                           EMMETT

                Bu t maybe it is--         .

     They're quiet for a moment.     She looks at him.


                           ELLE

                You're kind of being a butt-head right
                now.





                                                            (CONTINUED)





                                                                        80.


96                                                                        96




                           EMMETT

                     (amused)
                How do you figure?


                           ELLE

                Because people aren't always what they
                seem to be and you refuse to see that.
                Have a little faith. You might be
                surprised.
     They're quiet again while he thinks about this.         He looks
     over at her.

                          EMMETT

                I can't believe you called me a butt-
                head. No one's called me a butt-head
                since ninth grade.


                           ELLE

                Maybe not to your face...

     She gives him a teasing smile.        He smiles back at her,
     shaking his head.


97   INT. SPA - LOBBY - DAY                                               97


     Elle and Emmett are at the desk.


                           ELLE

                We have two o'clock massages. Kerrigan
                and Woods.

                              DESK CLERK

                Go on back.                              .

     Elle starts to go, then stops.


                           ELLE

                Oh, and my friend Katherine Windham
                Vandermark is here somewhere and I ' m
                supposed to meet her. for a Pilates class.
                Do you have her schedule?


                           DESK CLERK

                     (checking)
                She's in the mud room until four.

     Elle smiles her thanks and walks off with Emmett.


                          EMMETT

                Damn. We can't see her for an hour?




                                                               (CONTINUED)





                                                                   81.


97                                                                   97




                          ELLE

                No, she can't move for an hour.
     She grabs his arm and pulls him down the hall.


98   INT. SPA - MUD ROOM - DAY                                           98   


     MRS. WINDHAM VANDERMARK, late 40s, brunette, East Coast hoity- 
     t o i t y -- lies on a table like a corpse, stiff with mud, 
     cucumbers over her eyes. Elle and Emmett poke their heads in.

                          ELLE

                Mrs. Windham Vandermark?

                           EMMETT

                We're here from Austen, Platt, Jaret &
                Donovan --

                           MRS. WINDHAM VANDERMARK

                So, you found me.

     Emmett looks at Elle.

                           EMMETT

                     (sotto)
                She's naked.

                            MRS. WINDHAM VANDERMARK

                I ' m covered in very expensive Egyptian
                mud -- hardly naked.

                          ELLE

                    (to Emmett)
                I'll cover her -- parts.
     Elle settles on three washcloths, strategically placed.

                           MRS. WINDHAM VANDERMARK

                So, I hear the tart from California shot    -                 
                Heyworth.                                                     

                           EMMETT

                Well, that's what we're trying to prove
                didn't happen. Do you have any reason to
                believe it did?

                          MRS. WINDHAM VANDERMARK

                I never met the woman, but from what my
                daughter tells me, she's quite the cun--

                           ELLE

                     (interrupting her)
                She's not!


                                                           (CONTINUED)





                                                                    82.


98                                                                    98




                           EMMETT

                Did your daughter ever say anything to
                you about Brooke and Heyworth's
                relationship?

                          MRS. WINDHAM VANDERMARK

                Aside from the fact that he found her on                       
                an infomercial? She said they humped like                      
                gorillas . Chutney could hear them all
                the way in the pool house.


                             EMMETT

                I ' m sure that was very awkward for
                Chutney.
                      (sotto)
                Much as it is for me, hearing you tell
                about it.

                           MRS. WINDHAM VANDERMARK

                But I guess it wasn't enough for Brooke.

                           EMMETT

                Why do you say that?

                          MRS . WINDHAM VANDERMARK

                Haven't you seen the cabana boy?


                            ELLE

                      (uneasy)
                Ys. . . .
                e


                           MRS. WINDHAM VANDERMARK

                Like I said, I've never met Brooke, but I
                have seen her from a distance. When I ' d
                come over to pick up the alimony check
                that Heyworth forgot to mail every month,
                she'd be out by the pool, with Mr. Hot
                Pants hovering over her with some pink
                drink.


                            EMMETT

                Hovering?


                           MRS . WINDHAM VANDERMARK

                I didn't stick around long enough to
                watch him stick his swizzle stick in her
                mouth, but I ' d bet my next check that
                that ' s where he was about to put it .


99   INT. EMMETT 'S VOLVO - DAY                                           99


     Emmett drives, raving.



                                                            (CONTINUED)





                                                                     83.


99                                                                     99




                           EMMETT

                How can you still believe she's innocent?


                           ELLE

                You're going to trust the word of a woman
                who named her child after a condiment?
                She's ly-ing.

                           EMMETT

                And you know this for a fact?


                         ' ELLE

                Did you see the icky black color of her
                hair?

                            EMMETT

                So?

                            ELLE

                I never trust a woman who's not blonde.
                Except for my friend Serena, but that's
                only because she's a blonde at heart.
                That's the whole reason I ' m starting the
                Blonde Legal Defense Fund.
     He looks at her and laughs.

                            EMMETT

                The what?


                          ELLE

                Blondes are discriminated against
                worldwide! Brooke's a blonde, and people
                are saying she's sleeping with the cheesy
                pool boy and shooting her husband. If
                she was a mousy brunette, it would be,
                "Oh, the poor widow."

                          EMMETT

                You're serious?
     She's fired up now.


                            ELLE

                You should see the way I ' m treated in
                class! I'm a complete source of mockery.
                This is why the Blonde Legal Defense Fund
                is needed.
     He goes along with it, won over by her enthusiasm.

                          EMMETT

                Okay, how would it work?


                                                             (CONTINUED)





                                                                    84.


99              (2)                                                   99




                            E LLE

               It would be a full-service law firm, by
               and for blondes, providing positive
               blonde role models and community outreach
               in high blonde areas. I mean, think
               about it -- name one blonde intellectual
               role model.

                          EMMETT

               -- I can't.

                         ELLE

               That is a direct result of anti- blonde
               discrimination!

                          EMMETT

               Wait -- Hilary Clinton.

                         ELLE

               If she were a true blonde, she would've
               left the cheating bastard. Blondes don't
               let their husbands get fellated by
               brunettes and live to tell about it.
     Emmett frowns.

                          EMM E T T

        .     In that case, maybe Heyworth got ---
               fellated --by a brunette and Brooke
               caught him.

                         ELLE

               Exactly how much gorilla sex do you think
               a sixty-year-old man can take? .

                         EMMETT

               That's not really a topic that keeps me
               up at night -- but maybe it should.
     Elle digs in her purse.

                         ELLE

               Speaking of that -- I bought you some
               seaweed cream while we were at the spa.
     She hands it to him.    He keeps his hands on the wheel, not
     taking it.

                         EMMETT

               What the hell is that for?





                                                         (CONTINUED)





                                                                          85.


99               (3)                                                        99




                            ELLE

                 The bags under your eyes. You're an
                 attractive man, but you need to take
                 better care of yourself.

                               EMMETT

                 I don't --
                      (gesturing to the cream)
                 Do that stuff.

                            ELLE

                 Well, you should --. I f you look good,     you                
                 feel good and if you feel good, you                             
                 project joy into the world.                                     


                           EMMETT                                                

                 Projecting joy is not my job.

                            ELLE

           .         (sighing)
                 Fine. Sorry I brought it up.

      She puts the cream back in her purse.        They ride in silence
      fo r a moment. Then --

                            EMMETT

                 You really think I ' m attractive?


                           ELLE

                 For a butt-head? Yes.

      She smiles at him.                             .


100   EXT. HARVARD CAMPUS - NIGHT                                          100   


      Elle walks down the sidewalk to her dorm, approaching Dorky                
      David as he tries to ask out a FRESHMAN GIRL who thinks she's
      a lot cuter than she actually is. She stands with her                      
      freshman friends.                                                          

      -                     DORKY DAVID

                 So -- I called your room last night.                            

                               FRESHMAN GIRL

                      (cold)                   '                                 
                 I heard.                                                        .

                            DORKY DAVID                                          

                 I was thinking maybe we could go out                            
                 sometime.                                                       




                                                               (CONTINUED)





                                                                    86.


100                                                                  100




                              FRESHMAN GIRL                                    

                Uh, n o . . . you're a dork.                                   
          turns back to her FRIENDS who all laugh at him.    Elle          
      winces as she passes.                                                 

                             DORKY DAVID

                      (hopeful)
                I ' m in law school --

      The Freshman Girl turns back to him.                                     


                             FRESHMAN GIRL

                Look -- I ' m not going out with you. I                    
                can't believe you'd even ask. Girls like                   
                me don't go out with losers like you.                      

      Her friends snicker. Elle stops at this and sighs,                   
      acknowledging to herself that she has to help this guy.   She        
      turns and marches back, SLAPPING Dorky David across the   face.      
      Dorky David is stunned, as is the Freshman Girl.                     


                            ELLE                                               

                     (upset)
                Why didn't you call me?


                             DORKY DAVID

                What?


                           ELLE

                We spend a beautiful night together and
                then I never hear from you again?


                             DORKY DAVID

                I -- uh --

      Elle signals with her eyes for him to go along with it.


                           DORKY DAVID (CONT'D)

                     (continuing)
                I'm sorry?


                           ELLE

                F or what? Breaking my heart or ruining sex for me         
                with any other man?                                            


                            DORKY DAVID

                U h -- both?


                           ELLE

                Forget it. I've already spent too many
                hours crying over you.



                                                           (CONTINUED)





                                                                       87.


100            ( 2 )                                                    100



      She rushes off. Dorky David and the Freshman Girl and her                    
      friends watch Elle go. After a moment, the girl turns to David.

                            FRESHMAN GIRL

                 So, urn, when did you wanna go out?

                             ANOTHER GIRL                                      

                 I ' m free on Friday.                                         
      W al k in g away, Elle hears this and smiles.

101   EXT. COURTHOUSE - DAY                                             101

      P e op le ascend the wide courthouse steps.

                            BA ILIF F (O.S.)

                 Th e first district court is now in session.
                 Th e honorable Judge William R. Ptak presiding.

102   INT. COURTROOM - DAY                                              .102

      T he DA grills Mrs. Windham Vandermark.

                             D A JOYCE RAFFERTY

                 A nd what was the defendant doing?

                               M R S. WINDHAM VANDERMARK

                 S it ti n g next to the pool topless, while
                 th e Latin boy handed her a drink.

                                                                  C UT TO:


103   INT. COURTROOM - DAY                                              103

      DA Rafferty continues her grilling.

                             DA JOYCE RAFFERTY

                 A n d where was she exactly?
      T h i s time -- Chutney is on the stand.

                              C HU TN E Y

                 St and in g over my father's dead body.

                                                                   CUT TO:


104   INT. COURTROOM - DAY                                              104

      CLOSE ON a tiny Speedo thong .                                           

                           DA JOYCE RAFFERTY (O.S.)

                 Mr. Salvatore, can you tell us what this                      
                 is?                                                           

                                                               (CONTINUED)





                                                                   88.


104                                                                 104



      We PULL BACK to reveal that the DA is holding it up as she          
      questions Enrique.                                                   


                           ENRIQUE

                My uniform.

                           DA JOYCE RAFFERTY

                This is the uniform that Mrs. Windham
                asked you to wear while cleaning her
                pool?

                            ENRIQUE

                Yes.

                           DA JOYCE RAFFERTY

                And are you or are you not, having an
                affair with Brooke Windham?

      Enrique shifts in his seat.


                           ENRIQUE

                Define affair.

                          DA JOYCE RAFFERTY

                Have you inserted your genitalia into
                hers?

                          DONOVAN

                Objection --


                           DA JOYCE RAFFERTY

                     (to Enrique)
                Have you and Mrs. Windham had sexual
                relations?


                            ENRIQUE

                Y es!   Okay? Yes!
      The courtroom gasps. Elle looks over at Brooke, who's
      shaking her head, outraged.

105   INT. COURTROOM - MOMENTS LATER                                105

      Everyone files out.    As Brooke is being led away, she turns        
      to Elle.                                                            

                              BROOKE

                I'm not having an affair with Enrique --                  
                you know a Delta Gamma would never sleep
                with a man who wears a thong! I just
                liked watching him bend over to clean the
                f i lt e r --



                                                         (CONTINUED)





                                                                     89.


105                                                                   105




                            ELLE

                 I believe you! Don't worry.

      Brooke is taken away.


106   INT. ELLE'S DORM ROOM - NIGHT                                   106


      Elle, in sweats and a pony-tail, pours over a mammoth-sized
      deposition. A KNOCK sounds.

                              ELLE

                 Come in.

      Sarah enters.


                              SARAH

                      (re the depo)
                 You done with that yet?
      Elle hands the deposition over.

                          ELLE

                Take it. I've read it twenty times.
      She grabs another one off of the stack and begins reading.
      Sarah lingers.

                              SARAH

                I believe her, too. I don't think she's
                having an affair with Enrique.

                          ELLE

                Too bad you and I are the only ones.

                             SARAH

                 I ' m still can't believe you didn't tell
                 Donovan the alibi.
      Elle looks up, defensive.

                           ELLE

                 It's not my alibi to tell --

                              SARAH

                      (interrupting)
                 I know. I thought that was very --
                 classy of you.          .

                              ELLE

                      (surprised)
                 Really? Thanks.
      Sarah starts to go, then stops.


                                                             (CONTINUED)





                                                                       90.


    106                                                                 106




                                 SARAH

y                   Have you ever noticed that Donovan never
                    asks Warner to bring him coffee? He's
                    asked me at least a dozen times.
          Elle shrugs.

                              ELLE

                    Men are helpless.     You know that.                      
          Sarah lingers, leaning on the edge of the couch.

                              SARAH

                    Warner can't even do his own laundry.

                                 ELLE

                    I know.     He has it sent out.

                               SARAH


                                                                          -

                    Did you know he got wait-listed when he
                    appli ed? His father had to make a call.

                               ELLE

                         (stunned)
                    You're kidding!
          A KNOCK sounds on the open door and Margot and Serena poke
          their heads in.

                                 MARGOT AND SERENA

                    Surprise!


                               ELLE

                    Oh, my God!                       ' -.
          Sarah watches as Elle jumps up to hug the girls, who each
          have a bottle of Veuve Cliquot in their hands.

                               ELLE (CONT'D)

                         (continuing)
                    What're you doing here?!

                              SERENA

                    We're on our way to the bridal show in                    
                    New York so we thought we'd rescue you                    
                    from law school for the night.

                               MARGOT

                         (tempting her)
                    We have a limo downstairs and lots more
                    of these.
          She wiggles her champagne bottle.


                                                               (CONTINUED)





                                                                         91.


106              (2)                                                      106




                             ELLE

                 You guys -- I can't. We're in the middle
                 of a trial.

                              SERENA                                            

                 Where's Warner?                                                

                              SARAH                                             

                     (confused)                                                 
                 At the office ~                                                
      Margot and Serena look over at her.                                       

                             MARGOT

                 Oh, how sweet!        You made friends with a
                 nerdy girl.

                             ELLE

                 Margot!

                            SERENA

                 Bring her, too.
                      (to Sarah)
                 C'mon. You can wear one of Elle's
                 outfits.

                               SARAH

                 T ha t ' s okay --

                             MARGOT

                      (to Elle)
                 Speaking of which, can you please put on
                 some party clothes? You look like
                 someone rolled you in something sticky
                 and dragged you through a K-Mart.

                            ELLE

                     (torn)
                I can't believe you guys are actually
                here -- but this case is important. I'll                        
                make it up to you after finals, okay? I
       --      promise. I really want to do a good job.
      Margot and Serena stare at her, realizing she means it.

                           SERENA

                 Okay. . . Call us if you change your mind.
      They start to head out. Margot hands Sa-rah the bottle of champagne.

                             MARGOT

                 Here.


                                                                 (CONTINUED)





                                                                     92.


106              (3)                                                 106



      She spots The Rock on Sarah's finger and grabs her hand.


                            MARGOT (CONT'D)

                      (continuing)
                 Jesus. Talk about a Rock. You must be
                 better in bed than you look.

      Elle hustles them out the door.

                            ELLE

                 I'll call you as soon as it's over, okay?                  
                 Sisters forever?                                           


                            MARGOT AND SERENA                               

                 Sister forever.                                            
      She shuts the door behind them.    Then looks at Sarah.


                            ELLE                                            

                      (continuing)
                 Sorry about that.

      Sarah sets down the Veuve.


                            SARAH

                 Save it.

      She smiles at Elle.

                            SARAH (CONT'D)

                      (continuing)
                 We'll drink it after we win.

      Elle smiles .


107   INT. BEAUTY OASIS - DAY                                         107   

      Paulette arranges a nail polish display by the door.


                            UPS GUY (O.S.)

                 I've got a big one for you.
      Paulette freezes and slowly turns to find UPS Guy holding out
      a big package.


                           UPS GUY (CONT'D)

                 Can you sign?

      He hands her the computerized tablet and as he does, the pen
      velcroed to the side falls off.
      Paulette watches as it FALLS IN SLO-MO. Realizing that now            
      is the perfect time to try the Bend & Snap.

                                                             (CONTINUED)





                                                                   93.


107                                                                107



      She bends slowly, tush out, knee cocked. She grabs the pen
      and as she prepares to Snap back up, UPS Guy leans over to
      help.

                            UPS GUY (CONT'D)

                      (continuing)
                 Got it?
      Not realizing he's leaning over, she SNAPS back up --
      CLOCKING him in the NOSE with her head.

      He reels backward, holding his nose, blood flowing as
      Paulette stares at him-in horror.


                              PAULETTE

                 Oh my God!

                                                              CUT TO:


108   INT. COURTHOUSE - HALLWAY - DAY                               108

      Elle waits in line for the water fountain, talking on her
      cell phone.

                            ELLE

                      (into phone)
                 You broke his nose?!

      We INTERCUT with Paulette as she watches- UPS Guy being
      carried out by paramedics on a gurney. The ladies of the
      shop flutter around him, concerned.


                           UPS GUY

                 I 'm okay --


                            PAULETTE

                 I think he noticed me, Elle --
                      (sobbing)
                 But only because I maimed him!


                              ELLE

                      (consoling)
                 I'll be over right after the trial, okay?
                 We're about to cross- examine Enrique.
                 And don't worry! My friend Serena barfed
                 on a guy during "The Blair Witch Project"
                 and end up dating him for three months.
      She hangs up. Enrique cuts in front of her in line for the
      water fountain. She glares at him, tapping her foot.
      He finishes getting his drink and turns, looking at her.


                                                          (CONTINUED)





                                                                    94.


108                                                                 108




                             ENRIQUE

                Don't stomp your little Prada sandals at
                me, Miss Thing.
      He walks past, as.Elle gapes at him.     Realizing.

109   INT. COURTROOM - DAY - MOMENTS LATER                           109

      Elle grabs Emmett's arm as he whispers with Donovan.


                             ELLE

                He's gay!    Enrique is gay!


                             EMMETT

                What?!
      She grabs Warner as he's passing.


                           ELLE

                Warner, what kind of shoes do I have on?

      He looks down at her Prada sandals.


                             WARNER

                Pink ones.


                             ELLE

                See?

      Donovan frowns, not seeing.

                           DONOVAN

                What are you talking about?


                             ELLE

                He's gay -- he isn't Brooke's lover!
                He's making it up. Whoever killed
                Heyworth is paying him off.

                             EMMETT

                Back up.     How do you know he's gay?

                             ELLE

                Gay men know designers.     Straight men
                don't.
      She points at Warner, who shrugs. Brooke leans over.

                          BROOKE

                What's going on?

                           ELLE

                Enrique's gay. I ' m sure of it.'


                                                            (CONTINUED)





                                                                   95.


109                                                                 109




                          BROOKE

                He did leave a Cher tape in the pool
                house once --
      Donovan scoffs.

                          DONOVAN

                While I appreciate your masterful legal                   
                theory, I have a murder trial to attend                   
                to.
      He grabs Emmett's arm and pulls him aside as they confer on
      more serious matters. Emmett looks at her as if to say
      "Sorry", before he looks back at Donovan.
      Brooke looks at Donovan, then back at Elle, rolling her eyes.
      Elle sits down, pissed. Warner is next to her.

                          ELLE

                Thanks for the backup.

                          WARNER

                How was I supposed to know what kind of
                shoes you had on?
      She looks at him like he's a complete idiot, as the judge
      takes his seat.

110   INT. COURTROOM - MOMENTS LATER - DAY                          110


       Donovan is in front of Enrique, who is at the stand.               

                          DONOVAN

                Mr. Salvatore, do you have any proof that
                you and Mrs. Windham were having an
                affair?

                          ENRIQUE

                Just the love in my heart.
      Women in the audience openly sigh.     Elle makes a puke
      gesture. Enid concurs.
      Donovan smiles a smug smile.

                          DONOVAN

                If that's all the proof that he has, your
                Honor, I think I'm done here.
      Emmett stands.

                          EMMETT

                I have a couple of questions, Your Honor?


                                                           (CONTINUED)





                                                                        96.


110                                                                     110



      Donovan glares at him.

                              EMMETT (CONT'D)

                        (continuing; sotto to Donovan)
                   Give me two minutes.

      He approaches Enrique and starts firing questions at rapid
      speed.

                              EMMETT (CONT'D)

                        (continuing)
                   Did you ever take Mrs. Windham on a date?


                              ENRIQUE

                Yes.


                              EMMETT

                Where?


                           ENRIQUE

                A restaurant in Oakland.      Where no one
                would recognize us.


                           EMMETT

                And how long have you been sleeping with
                Mrs. Windham?


         .                 ENRIQUE

                Three months.

                           EMMETT

                And what is your boyfriend's name?


                              ENRIQUE

                Chuck.
      The audience lets out a gasp.      Elle looks up, shocked, then
      delighted.

      Enrique begins to sweat.


                               ENRIQUE (CONT'D)

                         (continuing)
                   I ' m sorry, I misunderstood.   Chuck is
                   just a friend.

      CHUCK, scrawny and angry, stands up in the audience.


                            CHUCK

                If I ' m just your friend, why have we been
                doing the slippy-slap every night for the
                past six months?



                                                               (CONTINUED)





                                                                     97.


110              (2)                                                  110



      The courtroom ERUPTS and the judge bangs the gavel.

      Elle smiles victoriously from her seat.   Emmett grins back at
      her.
      Donovan shakes his head, smiling in amazement.

111   EXT. COURTHOUSE - DAY                                           111

      Elle and Emmett walk down the stairs together in high
      spirits. Donovan catches up.


                            DONOVAN

                 Good work today, Ms. Woods.


                              ELLE

                 Thank you!

      He walks on.   She looks at Emmett, excited.   He high-fives          
      her.

112   INT. BEAUTY OASIS - NIGHT                                       112   


      Paulette is closing up as Elle follows her around.


                             PAULETTE

                      (in a giddy, rush)
                 And after they set his nose, he came back                  
                 for his truck and I offered to drive for
                 him since he was still on pain-killers
                 and we spent the whole afternoon
                 together! He was unconscious for part of                   
                 it, but it was really fun!


                             ELLE

                       (hugging Paulette)
                 I ' m so happy for you!

                            PAULETTE

                 How'd it go at the trial?


                           ELLE

                 Great. Donovan actually said the words
                 "Good work, Ms. Woods". He takes me
                 seriously! Can you believe it?


                            PAULETTE

                 Of course I can believe it. You're going                   
                 to make a great lawyer.                                    

      Paulette looks at Elle. Emotional.




                                                             (CONTINUED)





                                                                      98.


112                                                                   112




                             PAULETTE (CONT'D)

                      (continuing)
                 Elle, you've changed my life. You are
                 the kindest, most wonderful angel.
                 Without you, I wouldn't have Rufus or a                      
                 dinner date. Now go and share your                           
                 goodness with the world while I stay here
                 and have my hoo-hoo waxed.

113   INT. AUSTEN, JARET, PLATT AND DONOVAN - HALLWAY - NIGHT     113


      Elle passes Sarah, who carries a stack of depos into the                
      conference room to Dick and Bobby.

                           SARAH

                 Donovan asked to see you before you                        '
                 leave.                                                       

                            ELLE

                      (excited)                                               
                 Really?                                                      

                               SARAH

                 He's already got his coffee -- maybe he                      
                 needs a donut.                                               
      They share a smile as Elle walks over to Donovan's glass-                   
      walled office and knocks on the door. Nervous.

                               DONOVAN

                 Come on in.

      He beckons her inside, and she goes, shutting the door behind
      her.


114   INT. DONOVAN'S OFFICE - NIGHT                                    114


      He's behind his desk. He motions for her to sit in one of
      the two chairs opposite him.

                               DONOVAN

                 Sit down.

                           ELLE

                 Is everything okay?

                          DONOVAN

                You followed your intuition today and you
        .       were right on target. I should"ve
                listened.





                                                           (CONTINUED)





                                                                    99.


114                                                                  114




                              ELLE

                        (stunned)
                   Thank you.

                               DONOVAN

                   Ab ou t the alibi --
      She sighs,

                              ELLE

                   I ' m sorry, but --

                               DONOVAN

                         (cutting her off)
                   I ' m impressed that you took the
                   initiative to go there and get it. That's
                   what makes a good lawyer. And on top of
                   that, you gained the client's trust and
                   kept it.. That' s what makes a great
                   lawyer. You're smart, Elle. Smarter than                .
                   most of the guys I have on my payroll.                     
      Elle is overwhelmed by his praise.

                             ELLE

                   Wow. That means so much to me to hear you
                   say that.
      Donovan walks around his desk and sits in the chair opposite
      her.

                             DONOVAN

                   I think it's time discuss your career                      
                   path. Have you thought about where you                     
                   might be a summer associate?

                               ELLE

                         (still overwhelmed)
                   Not really. I know how competitive it       .   .
                   a l l is --
      He smiles.

                             DONOVAN

                   You know what competition is really
                   about, don't you?
      Eager for his knowledge, Elle is on the edge of her seat. He            
      leans in.                                                               

                              DONOVAN (CONT'D)

                        (continuing)
                   It's about ferocity. Carnage.                              

                              (MORE)


                                                            (CONTINUED)





                                                                       100.


114              (2)                                                     114


                             DONOVAN (CONT'D)

                  Balancing human intelligence with animal                        
                  diligence. Knowing exactly what you want                        
                  and how far you'll go to get it. How far                        
                  will Elle go?                                                   
      As he says the last sentence, he SLIDES his hand UP HER

      THIGH.


115   OUTSIDE DONOVAN'S OFFICE                                              115

      Sarah walks down the hallway, glancing in Donovan's office to see --

      H E R POV --


      Donovan's hand sliding up Elle's skirt.         She shakes her head
      in disgust, & heads off- NOT SEEING


116   INT. DONOVAN'S OFFICE                                                 116


      Elle stares at Donovan in horror, then grabs his hand --
      stopping its journey upward.


                                 ELLE

                          (upset)
                     You're hitting on me?

                                DONOVAN

                     You're a beautiful girl, Elle.                               


                               ELLE                                               

                     So everything you just said --?                              

                                 DONOVAN                                          

                     I ' m a man who knows what I want.                           
      Elle rises, stung.       She stares at him for a beat.


                                 ELLE                                             

                     And I ' m a law student who's finally
                     realized her professor is a pathetic
                     asshole.

      She walks out.


                                DONOVAN

                          (calling out)
                     Too bad. I thought you were a law
                     student who wanted to be a lawyer.

      Elle keeps walking.




                                                                   101.





117   INT. AUSTEN, JARET, PLATT ETC. - ELEVATOR - MOMENT LATER      117    


      Elle is in the elevator. Flushed and upset. As the doors
      start to close, Sarah sticks her arm in, blocking them.

                          SARAH

                You almost had me fooled.

                           ELLE

                What?

                          SARAH

                Maybe you should sleep with the judge
                too. Then we can win the case.
      Sarah steps back, letting the doors shut.                                

118   INT. BUILDING LOBBY - NIGHT                                    118


      Elle stomps out of the elevator, as Emmett gets in.


                           EMMETT

                     (smiling)
                He y --

                          ELLE

                I'm quitting.
      She marches past.   He follows, catching up.                             

                          EMMETT

                Whoa -- Why?

                          ELLE

                Law school was a mistake.   Getting this
                internship was a mistake.

                          EMMETT

                What're you talking about? You earned
                it-
      She snorts.

                          ELLE

                I didn't earn anything. I got this
                internship because Donovan liked the way
                I looked. Which he made clear .tonight                         
                when he tried to feel me up.                                   
      Emmett looks pissed as he processes this.





                                                            (CONTINUED)





                                                                .   102.


118                                                                   118




                          EMMETT

                    (mind reeling)
                So now you're --?


                         . ELLE

                Going back to LA. Maybe I can fulfill my                    
                destiny as a useless bimbo and join the                     
                Swedish Bikini Team. No more navy blue
                suits. No more panty-hose. No more
                trying to be something I ' m not.


                           EMMETT                                           

                What if you're trying to be something you
                are? The hell with Donovan. Stay.                           

      She stops, giving him a sad smile.                                    


                          ELLE                                              

                Thanks for not treating me the way                          
                everyone else here does. Call me if
                you're ever in California.                                  

      She walks out.   Emmett watches her go, hating it.


119   EXT. BEAUTY OASIS - NIGHT                                       119   


      Elle's Boxster, packed with suitcases and the potted palm,            
      pulls up.


120   INT. BEAUTY OASIS - NIGHT                                       120   


      Elle sits in front of Paulette, dejected.   Not even bothering
      with a manicure.


                            PAULETTE

                     (upset)
                You can't go home!


                            ELLE

                What's the point of staying? All people
                see when they look at me is blonde hair
                and big boobs. No one's ever going to
                take me seriously. The people at law
                s chool don't, Warner doesn't -- I don't
                even think my parents take me seriously.
                They wanted me to grow up and become a
                Victoria's Secret model who marries a
                rock star. Now, for the first time, it
                seemed like someone expected me to do
                something better with my life than wear
                underwear for a living. But I was kidding
                mys elf -- Donovan didn't see me as a
                lawyer. He saw me as a piece of ass.

                            (MORE)


                                                            (CONTINUED)





                                                                   103.


120                                                                 120


                             ELLE (CONT'D)

                 Just like everyone else. It turns out, I
                 am a j oke.

      She stands up.

                           ELLE (CONT'D)

                     (continuing)
                The hell with law school. I just came to
                say goodbye.


      IN A NEARBY CHAIR


      Professor Elspeth Stromwell spins around, nails drying,
      facing Elle.

                          PROFESSOR STROMWELL

                If you let one stupid prick ruin your
                life, you're not the girl I thought you
                were.

      Elle looks at her, shocked, as Professor Stromwell stands and
      goes.


121   INT. JAIL WAITING ROOM - NIGHT                                 121


      CLOSE ON A TV -- Donovan is being interviewed is on the
      evening news.


                          DONOVAN ON TV

                Enrique Salvatore has been discredited as a witness.

                          REPORTER #2 ON TV

                Did you go in there knowing how you were
                going to discredit Mr. Salvatore?


                           DONOVAN ON TV

                Absolutely. It's a little thing I like
                to call strategy.

      He gives the reporters a smug smile.


      IN THE WAITING ROOM

      Brooke looks away from the TV. Emmett is next to her,
      prepping her for the following day.


                          BROOKE

                Is he always such an ass?

                           EMMETT

                     (containing himself)
                He's the top defense attorney in the
                state. Of course he's an ass.



                                                            (CONTINUED)





                                                                         104.


        121                                                                121




/" "


  "^                                  BROOKE


^..

 ..J                    But is he an ass that's gonna win my case?                   

                                  EMMETT

                        He's an ass that's gonna try.                                

                                   BROOKE

                        He thinks I ' m guilty, doesn't he?

                                  EMMETT

                        That's not what's important.

                                  BROOKE

                        To me it is. He doesn't trust me. Why
                        should I trust him?
              Emmett thinks for a moment. Then looks at Brooke.                      

                                  EMMETT

                        You're right. Why should you?

        122   EXT. COURTHOUSE - DAY                                            122   

              People enter. Reporters set up their cameras. Dorky David              
              passes by in a suit and tie.                                           

        123   INT. COURTHOUSE - HALLWAY - DAY                                  123

              Donovan and Emmett head into the courtroom.

                                  DONOVAN

                        Keep that bitch away from me.

                                   EMMETT

                        She's our client.

                                   DONOVAN

                        Not Brooke. Elle.

                                   EMMETT

                             (blatantly pissed)
                        Funny how a woman can turn into a bitch
                        just by saying "no".
              Donovan glares at Emmett as they continue in.
              Behind them -- SARAH stops in her tracks, having heard all of
              this.

        124   INT. COURTROOM - MOMENTS LATER                                   124


/""""',        Donovan takes his seat next to Brooke.   She smiles at him.
v_ J

                                                                  (CONTINUED)





                                                                      105.


124                                                                     124




                              DONOVAN

                 What're you so happy about? You're on
                 trial for murder.

                              BROOKE

                 Get up.

                              DONOVAN

                 What?

                           BROOKE

                 You're fired. I have new representation.

                              DONOVAN

                 Who?
      The door of the courtroom BANGS open and ELLE STRIDES IN,
      dressed in a Prada mini-dress, Underdog in her purse. She
      blows a bubble, lets it pop, then sets her briefcase down
      next to Donovan's.

             


             '                ELLE

                      (to Donovan)
                 Excuse you. You're in my way.
      She nudges him aside.      Donovan looks at Brooke.

                              DONOVAN

                 She's a law student.       She can't defend
                 you.
      Dorky David steps up, holding out a marked casebook.                    

                              DORKY DAVID                                     

                 Massachusetts Supreme Judicial Court Rule                    .

                 3:03.                                                         


                              ELLE                                            

                        (to Donovan)                             -            
                 See?                                                         


                           JUDGE

                 Counselors, approach the bench.
      Elle starts to head up.

                           DONOVAN

                 You're not going up there.

                              ELLE

                 Yes, I am.



                                                               (CONTINUED)





                                                                     106.


124              ( 2 )                                                 124




                            BROOKE

                      (to Donovan)
                 I don't think you heard me. You're fired.
                 She's my lawyer.

                            JUDGE

                 Counselors, now.    All of you.
      Elle, Donovan and Emmett head up, as does the DA.      Elle hands
      the judge the case book.

                            ELLE

                 Elle Woods, your honor. Rule 3:03 of the                     
                 Supreme Judicial Court states that a law                     
                 student may appear on behalf of a                            
                 defendant in criminal proceedings.                           


                             DA JOYCE RAFFERTY

                      (stoked)
                 I have no problem with this.


                             DONOVAN

                 I do.   I'm not allowing it.


                            ELLE

                      (pointedly)
                 But you agreed last night. In the
                 office? When we were discussing my
                 "career"?

      The implication lingers in the air, as Donovan glares at her.


                            JUDGE

                      (reading the casebook)
                 The ruling also states that you need a
                 licensed attorney to supervise you. Mr.
                 Donovan?


                            DONOVAN

                 That, I won't agree to.

      Emmett steps forward.


                             EMMETT

                 I ' m supervising, Your Honor.                               

      Elle smiles at him. Donovan looks from Emmett to Elle,
      completely derailed.


                            JUDGE

                 Well, then, Ms. Woods.    Proceed.

      Elle walks back to the table with a grin.       Warner looks shocked.


                                                              (CONTINUED)





                                                                   107.


124   (           (3)                                                124




      IN THE AUDIENCE

      Paulette beams, the UPS Guy in the nose brace, next to her.

      Serena and Margot, now in attendance, STAND clapping and
      squealing in a completely inappropriate way.


                              SERENA

                 Go, Elle!
      Donovan takes a seat in the audience.    As he passes by Brooke:


                            DONOVAN

                 Enjoy prison.

      The judge looks at Brooke.


                            JUDGE

                 Mrs. Windham, you do realize what you're
                 doing?


                            BROOKE

                 Absolutely.
      As Donovan sits, Margot leans over.


                           MARGOT

                 Don't fuck with a Delta Gamma.


      AT THE DEFENSE TABLE


      Sarah leans forward to Elle, who gathers her notes.


                            SARAH

                 Kick some butt.

      Elle looks at her, surprised.


                            JUDGE

                 Ms. Woods, call your first witness.


                            ELLE

                 I'd like to recall Chutney Windham as a
                 defense witness.
      The crowd murmurs.     Donovan rolls his eyes.


125   INT. COURTROOM - DAY - MOMENTS LATER                           125


      Chutney takes her hand off of the Bible and sits.


                            JUDGE

                 Ms. Woods, begin your questioning.

.


                                                            (CONTINUED)




         9/18/2000 Revision (Pink)                                108.

125                                                                 125




                           ELLE                                               

                 First, your Honor, I ' d like to point out                   
                 that not only is there no proof in this                      
                 case, but there's a complete lack of mens                    
                 rea, which by definition tells us that                       
                 there is no crime without a vicious will.                    
      The DA rolls her eyes, as do the lawyers present.                       

                          JUDGE                                           

                I am aware of the meaning of mens rea.                     
                What I am unaware of is why you're giving                  
                me a vocabulary lesson instead of                          
                questioning your witness.                                  
      Flustered, Elle turns to Chutney.                                       

                          ELLE                                                

                Okay -- Ms. Windham, when you uh arrived                      
                back at the house? Was your father there?                     

                          CHUTNEY

                Not that I saw. But like I said, I went
                straight upstairs to take a shower.           '   ,

                          ELLE

                And when you came downstairs, what happened?

                          CHUTNEY

                I saw Brooke standing over his body,
                drenched in his blood.

                          ELLE

                But Mrs. Windham didn't have a gun?

                          CHUTNEY

                No, she'd stashed it by then.
      Brooke rolls her eyes.

                          EMMETT                                              

                Move to strike that from the record, your                     
                Honor. Speculation.

                            JUDGE

                Stricken.
      Elle mentally kicks herself for not doing this herself.                  
      Eirimett gives her a reassuring nod. She takes a deep breath,            
      then continues on.                                                      


                          ELLE

                Did you hear a shot fired?


                                                          (CONTINUED)




        9/18/2000 Revision (Pink)                                 108A.

125              (2)                                                 125




                            CHUTNEY

                 No.   I was in the shower.

                            ELLE

                 So at some point in the -- twenty
                 minutes? -- you were in the shower, your
                 father was shot?

                            CHUTNEY

                 I guess.
      Elle paces a bit. Underdog watches from her purse on the
      table, intrigued by her line of questioning.





                                                            (CONTINUED)




         9/18/2000 Revision (Pink)                                  109.

125              (3)                              .                   125




                           ELLE

                Your father was shot while you were in
                the shower?

      Gerard looks at Emmett.

                           GERARD

                Where's she going with this?


                           EMMETT

                Have a little faith.


                           ELLE

                But you didn't hear the shot, because you
                were in the shower.

                          CHUTNEY

                    (annoyed)
                Yes. I was washing my hair.

      Elle's onto something, but not sure what.                           .    


                           ELLE

                Miss Windham, can you tell us what you'd
                been doing earlier in the day?


                           CHUTNEY

                I got up, went to Starbucks, went to the
                gym, got a perm, and came home.


                           ELLE

                Where you got in the shower.


                             CHUTNEY

                       (impatient)
                Yes.


                           JUDGE                                               

                I believe the witness has made it clear                        
                that she was in the shower.                                    
      People start to murmur.    Donovan snickers.    Sarah looks
      worried.                                                                 

                           ELLE

                Yes, Your Honor. Had you ever gotten a                .       .
                perm before, Miss Windham?


                             CHUTNEY

                       (confused)
                Yes.

      The beginnings of a smile start to spread across Elle's face.           


                                                             (CONTINUED)




        9/18/2000 Revision (Pink)                             109A.

125              ( 4 )    .                                      125




                           ELLE

                 How many, would you say?

                            CHUTNEY

                 Two a year since I was twelve. You do the
                 math.





                                                         (CONTINUED)





                                                                     110.


12 5              (3)                                                  125




                              ELLE

                 You know, a girl in my sorority, Tracy
                 Marcinko, got a perm once. Even though we                   
                 all told her not to ~ curls really                          
                 weren't the right look for her --
                      (chummy)
                 She didn't have your bone structure.

       Chutney almost smiles.

                              ELLE (CONT'D)

                        (continuing)
                 But, thankfully, that same day, she
                 entered the Pi Kap wet t-shirt contest
                 where she was completely hosed down from
                 head to toe.

       Donovan shakes his head at her incompetence.

                              DA JOYCE RAFFERTY

                 Objection.    Why is this relevant?
       Emmett clears his throat, worried. Elle turns around, giving
       him a "trust me" look. Then turns back to the judge.


                            ELLE

                      (to the judge)
                 I have a point. I promise.


                            JUDGE

                 Then make it.

       Elle looks at Chutney.                                   ..           


                            ELLE

                 Chutney, why is it that Tracy Marcinko's
                 curls were ruined when she got hosed
                 down?


                            CHUTNEY

                 Because they got wet.


                           ELLE

                 That's right. Because isn't the first
                 cardinal rule of perm maintenance that
                 you are forbidden to wet your hair for at
                 least twenty-four hours after getting a
                 perm at the risk of de-activating the
                 ammonium thiglycolate?

       Chutney pales.




                                                             (CONTINUED)





                                                                      111.


125              ( 4 )                                                  125




                              CHUTNEY

                 Yes --
      Elle continues.


                             ELLE

                 And wouldn't someone who's had -- thirty
                 perms ? -- throughout her lifetime, be
                 well aware of this rule?

      Chutney doesn't answer.     She just glares at Brooke.

                            ELLE (CONT'D)

                      (continuing)
                 And if you, in fact, were not washing
                 your hair, as I suspect you were not,
                 since your curls are still intact,
                 wouldn't you have heard the gunshot?

      Chutney continues to glare.

                            ELLE (CONT'D)

                      (continuing)
                 And if you in fact, heard the gunshot,
                 then Brooke Windham wouldn't have had
                 time to hide the gun before you got
                 downstairs. Which would mean that you
                 would've had to have found Mrs. Windham
                 with a gun in her hand to make your story
                 sound plausible. Isn't that right?


                           CHUTNEY

                 She's younger than I am. Did she tell
                 you that? How would you feel if your
                 father married someone younger than you?


                           ELLE

                 You, however, had time to hide the gun,
                 didn't you, Chutney? After you shot your
                 father?

      Brooke looks at Chutney in horror, realizing.


                            CHUTNEY

                 I didn't mean to shoot him --                                
                      (to Brooke)                                              
                  I meant to shoot you!

      Pandemonium erupts.     The gavel pounds.


                              BROOKE                            .'..'

                 I knew it!                                                    



                                                               (CONTINUED)





                                                                  112.


125              (5)                                                125



      Elle looks at Emmet t., elated at what's just happened.

                            ELLE

                     (shocked)                                              
                Oh, my God!

                            EMMETT

                     (even more shocked)                                    
                Oh, my G^d.! !                                             


126   INT. COURTHOUSE FOYER - DAY                                    126   

      Reporters mob Elle and Brooke as they make their way out of          
      the courtroom.                                                       

                           REPORTER

                Elle, how did you know Chutney was lying?


                           BROOKE                                          

                Because she is brilliant.                                  

                            ELLE

                     (humble)                                              
                The rules of haircare are simple and
                finite . Any Cosmo girl would ' ve known .

      The reporters laugh as they snap pictures of her and a happy         
      Brooke.                                                              

127   INT. WOODS' BEL AIR HOME - GYM -SAME TIME                      127   


      CLOS E ON THE TV -- the channels change: golf -- a commercial -      
      - Elle in the courthouse.                                             

                           DANIEL (O.S.)                                   

                What the --?                                               
      Daniel, Elle 's father, watches TV as he does his morning            
      workout on the treadmill.                                            

                            DANIEL (CONT'D)                                

                Honey, stop!                                               
                     (proud)                                               
                Bile's on TV!                                              
      He looks next to him, where Sapphire is upside down on a yoga        
      inversion machine.                                                    
      SAPPHIRE'S POV -- the upside-down television with Elle on it.        


                           SAPPHIRE                                        

                Oh, my God! What happened to her tan?                      '

                                                                            -





                                                                   113.





128   INT. COURTHOUSE FOYER - MOMENTS LATER                          128


      As the reporters continue to mob Brooke, Elle steps aside to            
      talk to Serena and Margot.                                   .          

                          SERENA

                I wish we could stay longer, but I have a
                game.

                          ELLE

                I can't believe you're a Laker Girl!


                           MARGOT

                Hello!   You're like, a lawyer.


                           ELLE

                     (grinning)
                Not yet.

      Enid walks up to the girls.


                           ENID

                     (to Elle)
                Even though you knew your shit today --
                you're still a product of the patriarchy
                and a creation of the male-dominated
                media. And so are your friends.

      She looks at Serena.

                           ENID (CONT'D)                                      

                     (continuing; to Serena)
                Although -- you're kinda hot. Call me.

      She walks off.   Serena looks alarmed.


                           ELLE

                     (hugging them)
                Don't worry. She's harmless. I'll see
                you guys soon! Thanks for coming!
      She air-kisses them as Margot leads a still shell-shocked
      Serena away as Emmett walks up to Elle.


129   EXT. COURTHOUSE STEPS - DAY - LATER'                           129      


      Elle looks up at the courthouse as the sun sets behind it.              
      She smiles, proud of herself.                                          


                           WARNER (O.S.)                                      

                You were amazing today.                                       
      She turns and finds Warner.                                             


                                                            (CONTINUED)





                                                                       114.


129                                                                      129




                             ELLE                                                  

                Thank you.                                                         
      He moves closer.                                                             

                           WARNER                                                  

                It made me realize something.      I ' m an                        
                idiot.                                                             

                             ELLE .                                                

                Really?                                                            
      He turns on the charm.                                                       

                          WARNER                                                   

                I want to be with you, Elle.       Forever.                        
      He pulls her close, hand around her waist, kissing her. She                  
      looks up at him, a trace of the old love in her eyes. For a                  
      moment, she melts.                                                           

                          ELLE                                     .               '

                I want to be with you, too, Warner.                                 
      After a moment, she steps back, removing his hand       from her             '
      waist and wrenching it behind his back.                                       

                             ELLE (CONT'D)                                         

                In court.     On opposing sides.                                   

                           WARNER                                                  

                     (shocked)                                                     
                Are you serious?                                                   


                              ELLE                                                 

                Huh.     Imagine that.   Looks like I am.                          
      She walks down the steps. Warner watches her go,        then turns           
      to see Sarah, who's witnessed the entire episode.        She glares          
      at him, then walks past.                                                     


                           WARNER        .                                         

                Sarah -- hold on.                                              .   
      She shoves him, knocking him on his ass, then rushes to .catch               
      up with Elle.                                                                 

                            SARAH                                                  

                      (calling out)                                                
                El le , wait up --                                                 
      Elle turns.                                                                  



                                                              (CONTINUED)





                                                                     115.


129              (2)                                                   129




                            SARAH (CONT'D)                                        

                       (continu ing; sheepish)                                    
                 I ' m a bitch.                                                   

                            ELLE                                                  

                 Yes, you are.                                                    

                           SARAH                                                  

                 And Donovan's a-scumbag for coming on to                         
                 you.                                                             

                          ' ELLE                                                  

                 Yes, he is.                                     .               
      They look at each other in a silent truce.                                  


                            SARAH                                                 

                 So -- can we drink that champagne when I                         
                 get back from the pawnshop?                                      
      She pulls off her engagement ring.                                          

                                                                                   


                            ELLE           ..                                     .

                 You're pawning The Rock?!                                        

                           SARAH                                                  

                 Hell, yes. We've got finals to study                             
                 for. In Jamaica.                                                 

      She smiles and heads off.    Elle smiles, processing this as                
      Em me tt approaches Elle.                                              .


                            EMMETT                                                

                 Up for a celebration dinner?                                     

                           ELLE                                                   

                 Are you asking me on a date?                                     

                            EMMETT                           -                    

                 As long as you realize I'm not just some                         
                 man-toy you can show off like a trophy.                          


                            ELLE                                             '

                      (joking)                                                 
                 Then, forget it. Besides, I have an early                     
                 class tomorrow.                                             .


                            EMMETT                                                

                 So Friday at eight?                                              
      She smiles at him.                                                     .




                                                            (CONTINUED)





                                                                 116.


129              ( 3 )                                             129




                              ELLE                                       

                   Perfect.                                              
      She heads down the stairs, stops and thinks a moment, then          
      runs back up --                                                    
      -- Grabbing Emmett in a hellacious KISS. He kisses her back.        
      We CRANE UP as they embrace on the courthouse steps.               

                                                           FADE OUT:     



                                                             FADE IN:    


130   EXT. HARVARD LAW SCHOOL QUAD - DAY                           130   

      "Welcome Law Students Class of 2004" banners hang over
      orientation tables. Nervous first year students stand in
      line.
      We PAN ACROSS a row of club tables -- passing "Harvard Law         .
      Journal" and "Environmental Law Association" -- until we           
      reach a table that proudly bears the banner of "Blonde Legal
      Defense Club".
      Elle, in a red 2L t-shirt, stands behind the table,

                                                                             

      straightening some flyers. UNDERDOG is plopped down on top
      of the stack. Elle turns to see EMMETT next to her.

        ' '                                 '       .:.


                              EMMETT

                        (re Underdog)
                   Someone missed you.

                             ELLE

                   Is he the only one?

                             EMMETT

                   What do you think?
      They kiss.                                                         



                              EMMETT (CONT'D)

                        (continuing; re the crowd)
                   Looks like you're pretty popular.

      Elle smiles, turning back as A NERVOUS 1L GIRL steps up.

                             NERVOUS 1L GIRL

                   Do you have to be blonde to sign up?





                                                          (CONTINUED)





                                                                  117.


130                                                                 130




                           ELLE

                Only blonde at heart.
                     (to the girl next to her)
                Right?
      Elle smiles and looks down at -- the NEWLY BLONDE SARAH.
      Sarah returns the smile as we PULL BACK to see a CROWD of
      first year girls gathered around Elle's table, rushing to
      sign up. Ready to be as blonde as they can be.

                                                          FADE OUT:





Legally Blonde



Writers :   Karen McCullah Lutz  Kirsten Smith
Genres :   Comedy


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