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   "Magnolia", shooting draft, by Paul Thomas Anderson



   













                                magnolia













     a P.T. Anderson picture                             11/10/98

     a Joanne Sellar/Ghoulardi Film Company production
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     OVER BLACK;
     
                                NARRATOR
                      In the New York Herald, November 26,
                      year 1911, there is an account of the
                      hanging of three men --

                                                                CUT TO: 

     Black and White Lumiere Footage
     Three men hung....bang...bang...bang.
                                                                CUT TO: 

                                                              
     Newspaper Headline
     comes into focus; "Three Men Hung."
     
                                                        QUICK DISSOLVE:
     
     Sub Head
     comes into focus; "...for murder of..."
                                                                CUT TO: 

     
     INT. APARTMENT/FOYER - EVENING  (Lumiere Footage Contd.)
     
     A man in period dress (1911) walks in the door. CAMERA DOLLIES IN QUICK
     as he takes his hat off, shakes snow, looks off --
     
                                NARRATOR
                      ...they died for the murder of
                      Sir Edmund William Godfrey --
                 
     Sir Edmund is greeted by his WIFE and two CHILDREN.
     
                                NARRATOR
                      -- Husband, Father, Pharmacist and all
                      around gentle-man resident of --
                 
                                                                CUT TO: 

     EXT. STREET - NIGHT
     
     CAMERA pushes in on the town sign, reads:
     
                      "Greenberry Hill, London. Population 1276"
                 
                                NARRATOR
                      Greenberry Hill, London. Population as listed.

                                                                CUT TO: 

     EXT. PHARMACY - NIGHT
     
     HIGH ANGLE, looking down as Sir Edmond comes out the door,
     locks up for the evening.  CAMERA BOOMS DOWN and PUSHES IN
     TOWARDS HIM, WHIPS RT TOWARDS:
     
                                NARRATOR
                      He was murdered by three vagrants whose
                      motive was simple robbery.  They were
                      identified as:
     
     A COATED MAN standing in the shadows of the alley way nearby.
     
                                NARRATOR
                      ...Joseph Green.....
     
     CAMERA WHIPS RT. again, nearby ANOTHER MAN steps closer --
     
                                NARRATOR
                      ...Stanley Berry....
     
     CAMERA WHIPS RT. one more time and PUSH IN towards THE LAST MAN --
     
                                NARRATOR
                      ...and Nigel Hill...
     
     WIDE ANGLE, ABOVE SCENE.
     
     The three men move in on Sir Edmond and start to knife him
     to death, stealing his money and jewelry. CAMERA PULLS BACK
     and up to include the sign of the pharmacy now:
     "Greenberry Hill Pharmacy."
     
                                                                CUT TO: 

     LUMIERE FOOTAGE REPLAYED.
     Three men hug. Bang...bang...bang...
     
                                NARRATOR
                      Green, Berry and Hill.
     
     FREEZE FRAME On the last hanging image.

                                NARRATOR
                      ...And I Would Like To Think This
                      Was Only A Matter Of Chance.

     OPTICAL WIPE OF FLAMES FILL THE SCREEN, CAMERA PULLS BACK:

     EXT. FORREST/NEAR LAKE TAHOE - NIGHT (35mm/color/anamorphic now)

     CAMERA is in the midst of a large FORREST FIRE. CAMERA
     WHIPS RT TO SEE:

     THREE FIREMEN battling the flames.  CAMERA PUSHES IN On
     them as they scream and shout directions at each other:

                                NARRATOR
                      As reported in the Reno Gazzette, June
                      of 1983 there is the story of a fire ---

     HIGH ANGLE, THE TREE TOPS.
     The trees are on fire....moments later....

                                NARRATOR
                      --- the water that it took to
                      contain the fire --
     
     WATER FALLS DOWN...
     dropped from a FIRE DEPARTMENT AIR TANKER.
     
                                                                CUT TO: 

     EXT. FORREST/NEAR LAKE TAHOE - MORNING

     CAMERA pushes in towards FOUR FIREFIGHTERS as they survey the
     area.  The fire is out and they are walking through. The MAIN
     FIREFIGHTER steps into a close up and looks:

                                NARRATOR
                      -- and a scuba diver named Delmer Darion.
     
     FIREFIGHTER'S POV, THAT MOMENT
     CAMERA dollies in and TILTS up towards the top of the tree to reveal:
     
     There is a MAN IN SCUBA GEAR hanging high in the tree.
     He is wearing his goggles and his tanks and his wet suit.

                                FIRE FIGHTER (OC)
                      What the fuck is that?
     
     ANGLE, CU. DELMER DARION.
     He still has his mask and mouthpiece.
     
                                                                CUT TO: 

     INT. PEPPERMILL CASINO - NIGHT - FLASHBACK

     CAMERA looks down on a blackjack game, BOOM DOWN and TILT UP
     to reveal: DELMER DARION (40s)

                                NARRATOR
                      Employee of the Peppermill Hotel and
                      Casino, Reno, Nevada. Engaged as
                      a blackjack dealer --

                                                                CUT TO:

     INT. CASINO/LOBBY - EARLY MORNING - FLASHBACK

     CAMERA pushes in towards Delmer as he leaves for the nght,
     his uniform draped on a hanger over his shoulder, he nods and
     motions two fingers to his fellow WORKERS who say "so longer."
     (Note: He has a bandage over his forehead.)

                                NARRATOR
                      -- well liked and well regarded as a
                      physical, recreational and sporting sort --
                      Delmer's true passion was for the lake --

                                                                CUT TO:

     INT. LAKE TAHOE/UNDERWATER - DAY

     Delmer SPLASHES in and comes down towards the CAMERA. SOUND drops out,
     becomes very quiet...

                                                                CUT TO:

     EXT. LAKE TAHOE - THAT MOMENT

     The FIRE DEPARTMENT AIR TANKER comes flying in, heading towards
     the lake, coming directly at CAMERA...

                                                                CUT TO:

     INT. LAKE TAHOE/UNDERWATER - THAT MOMENT

     Delmer dives. Silent and peaceful.

                                                                CUT TO:

     EXT. LAKE TAHOE - THAT MOMENT

     OVERHEAD ANGLE Looks down on the calm lake....beat, then:

     THE MASSIVE AIR TANKER FILLS THE FRAME, TOUCHING DOWN ON THE WATER,
     FULLING IT'S BODY FULL OF WATER FROM THE LAKE.  It enters CAMERA RT.
     and exits CAMERA LFT.

     ANGLE, THE AIR TANKER. It heads off full of water towards the raging
     forrest fire in the distance.

                                NARRATOR
                      -- as reported by the coroner, Delmer
                      died of a heart attack somewhere between
                      the lake and the tree.  But most curious
                      side note is the suicide the next day
                      of Craig Hansen --

                                                                CUT TO:

     EXT. RENO MOTEL - DAY - FLASHBACK

     Establishing shot. (x3)

                                                                CUT TO:

     INT. MOTEL - THAT MOMENT

     CAMERA PUSHES IN SUPER QUICK towards a MAN named CRAIG HANSEN (30s)
     He shoves a RIFLE under his chin and pulls the trigger, blood and brains
     splatter the ceiling.

                                                                CUT TO:

     INT. AIR TANKER COCKPIT - FLASHBACK - DAY

     HANSEN flying the plane. HOLD CU. as he moves towards the lake.

                                NARRATOR
                      ...volunteer firefighter, estranged
                      father of four and a poor tendency
                      to drink -- Mr. Hansen was the pilot
                      of the plane that quite accidentally
                      lifted Delmer Darion out of the water --

                                                                CUT TO:

     EXT. LAKE TAHOE - SHOT REPLAYED.

     Quick flashback to the footage of the PLANE lifting the water
     from the lake, SOUND CARRIES OVER....

                                                                CUT TO:

     INT. CASINO - NIGHT - FLASHBACK

     The Blackjack table where DELMER Is dealing.  DOLLY AROUND to reveal
     a drunk and obnoxious CRAIG HANSEN, screaming about the cards he's
     been dealt and taunting Delmer

                                NARRATOR
                      -- added to this, Mr. Hansen's
                      tortured life met before with
                      Delmer Darion just two nights previous --

     Hansen SPITS and PUNCHES at Delmer Darion's FACE for dealing the
     cards he's been dealt. SECURITY GUARDS attack and pull him to the ground.

                                                                CUT TO:

     INT. MOTEL ROOM - DAY - BACK TO SCENE

     CRAIG HANSEN reading the paper, looking at the cover story,
     that has a photo of DELMER DARION.  He's crying and
     mumbling to himself:

                                CRAIG HANSEN
                      ...oh God...fuck...I'm sorry...I'm sorry...

                                NARRATOR
                      The weight of the guilt and the
                      measure of coincidence so large,
                      Craig Hansen took his life.

     Replay of Craig Hansen's suicide, except this time, right before he
     blows his head off we hear him say, through tears:

                                CRAIG HANSEN
                      ...forgive me...

                                                                CUT TO:

     INT. CASINO - NIGHT - BACK TO SCENE

     Back to the fight DELMER and CRAIG HANSEN are having: CAMERA DOLLIES
     IN QUICK TOWARDS Delmer on the ground with blood coming from his nose.
     FREEZE FRAME.

                                NARRATOR
                      And I Am Trying To Think This Was All
                      Only A Matter Of Chance.

                                                     QUICK DISSOLVE TO:

     INSERT, CLOSE UP - HOTEL EVENTS BOARD.

     It reads:        Welcome! AAFS Awards Dinner and Reception
                                   Walnut Room
                                       8pm

     INT. HOTEL BANQUET ROOM - NIGHT (1961)

     CAMERA pushes in following two GUESTS through some double
     doors and reveals the DINNER RECEPTION.

     ANGLE, MAN BEHIND PODIUM.
     CAMERA pushes in quick then blends to 60fps on a man in glasses:
     DONALD HARPER, forensic scientist as he speaks into the microphone.

                                NARRATOR
                      The tale told at a 1961 awards dinner
                      for the American Association Of Forensic
                      Science by Dr. Donald Harper, president
                      of the association, began with a simple
                      suicide attempt --

                                                                CUT TO:

     EXT. ROOFTOP - MORNING - FLASHBACK (1958).

     A seventeen year old kid SYDNEY BARRINGER steps up on to the
     roof of a nine story building and looks down.

                                NARRATOR
                      Seventeen year old Sydney Barringer.
                      In the city of Los Angeles on March 23, 1958.

     CAMERA DOLLIES towards Sydney landing in a CLOSE UP of his feet
     on the ledge, they wobble a bit -- he jumps, disappears from FRAME.

     BEAT. The following happens very quickly:

     ANGLE, looking up towards the sky...Sydney falls past CAMERA....

     ANGLE, looking down towards the street...Sydney continues to fall...

     ANGLE, a random window on the sixth floor of the building SMASHES....

     ANGLE, Sydney's stomach...a BULLET rips into it as he falls...blood
     splatters and his body flinches....

     ANGLE, looking up towards the sky...Sydney's body and some shattered
     glass FALL directly at the CAMERA...which pulls back a little to reveal:
     a SAFETY NET in the foreground....Sydney's body falls LIMP into the
     net...FREEZE FRAME.

                                NARRATOR
                      The coroner ruled that the unsuccessful
                      suicide had suddenly become a succesful
                      homicide.  To explain:

                                                                CUT TO:

     EXT. ROOFTOP - FLASHBACK.

     Replay of shot.  Sydney steps up on the rooftop.  CAMERA pushes 
     in towards him quickly, this time moving into his COAT POCKET -- 

                                NARRATOR 
                      The suicide was confirmed by a note,
                      left in the breast pocket
                      of Sydney Barringer -- 

                                                         DISSOLVE INTO:

     INT. COAT POCKET - THAT MOMENT

     CAMERA catches glimpses of the note, " I'm sorry..." 
     "...and in this time..." "...so I will go " "...and be with God..." 

                                NARRATOR 
                      At the same time young Sydney stood 
                      on the ledge of this nine story building, 
                      an argument swelled three stories below -- 

                                                     QUICK DISSOLVE TO:

     INT. BUILDING/HALLWAY - THAT MOMENT

     CAMERA pushes in towards the door of ROOM 638. We hear same screaming
     and yelling coming fram behind the door;

                                NARRATOR 
                      The neighbors heard, as they usually 
                      did, the arguing of the tenants --

                                                     QUICK DISSOLVE TO:

     INT. APARTMENT #638 - THAT MOMENT

     An ELDERLY COUPLE (early 60s) are savagely fighting and 
     throwing things. The OLDER MAN is backing away from the OLDER WOMAN
     who is coming at him with a SHOTGUN. 

                                NARRATOR 
                      -- and it was not uncommon for them 
                      to threaten each other with a shotgun 
                      or one of the many handguns kept in the
                      house -- 

                                OLDER MAN 
                      Put it down, put that fuckin' thing
                      down Fay --

                                OLDER WOMAN 
                      -- I'II fucking tell YOU. I'll shoot you
                      in the face and end this argument and
                      we see who's right -- 

                                NARRATOR 
                      And when the shotgun accidentaly went off,
                      Sydney just happend to pass -- 

     The OLDER WOMAN stumbles a bit on some furniture and the SHOTGUN
     goes off -- FIRES past the OLDER MAN's head -- and SMASHES the 
     window behind him -- SYDNEY falls past and gets shot in the stomach,
     then falls out of FRAME -- (They're oblivious to this) 

                                OLDER MAN 
                      You CRAZY FUCKIN' BITCH WHAT ARE YOU DOING? 

                                OLDER WOMAN
                      SHUT THE FUCK UP.

     FREEZE FRAME on the two of them yelling and screaming: 

                                NARRATOR 
                      Added to this, the two tenants turned
                      out to be: Fay and Arthur Barringer.
                      Sydney's mother and Sydney's father. 

                                                                CUT TO: 

     INT. APARTMENT - DAY - LATER

     CAMERA moves through the scene as POLICEMAN and DETECTIVES 
     question the OLDER COUPLE.  Neighbors and lookie-loos around. 

                                NARRATOR 
                      When confronted with the charge, which took
                      some figuring out for the officers on
                      the scene of the crime, Fay Barringer 
                      swore that she did not know that the gun
                      was loaded. 

                                FAY BARRINGER
                      I didn't know -- I didn't know -- 

                                ARTHUR BARRINGER 
                      She always threatens me with the gun,
                      but I don't keep it loaded -- 

                                DETECTIVE 
                      -- and you didn't load the gun? 

                                ARTHUR BARRINGER
                      Why would I load the gun? 

                                                                CUT TO: 

     INT. APARTMENT/HALLWAY - THAT MOMENT

     CAMERA moves through as OFFICERS are talking to and getting
     statements from VARIOUS NEIGHBORS...CAMERA closes in on
     an EIGHT YEAR OLD BOY, speaking with a DETECTIVE.

                                NARRATOR 
                      A young boy who lived in the building, 
                      sometimes a vistor and friend to Sydney
                      Barringer said that he had seen, 
                      six days prior the loading of the shotgun --

     The DETECTIVE turns his head and calls to another --

                                DETECTIVE
                      C'mere a minute -- 

                                                                CUT TO: 

     INT. APARTMENT - DAY - FLASHBACK.

     CAMERA moves into a bedroom area where we see a FIGURE from 
     the back sitting on the bed -- 

                                NARRATOR 
                      It seems that the arguing and the 
                      fighting and all of the violence was far 
                      too much for Sydney Barringer and knowing 
                      his mother and father's tendency to fight,
                      he decided to do something -- 

     CAMERA reveals that it is Sydney Barringer who is loading
     the shotgun. The YOUNG BOY is sitting nearby, watching Sydney
     mumble to himself as he loads shells into the shotgun. 

                                                                CUT TO: 

     INT. APARTMENT/HALLWAY - PRESENT

     CAMERA moves in on the YOUNG BOY, who looks INTO CAMERA.

                                YOUNG BOY 
                      He said he wanted them to kill 
                      each other, that all they wanted to
                      do was kill each other and he would 
                      help them if that's what they wanted to do -- 

                                                                CUT TO: 

     EXT. BUILDING/ROOFTOP - DAY - FLASHBACK

     This is a WIDE ANGLE REPLAY of the whole event.  We see the whole
     bui1ding...Sydney starts to jump and the film suddenly slows down... 

     A diagram is made to reflect the narration...this is done like NFL
     coverage where the x's and o's and arrows and lines are drawn to
     indicate placement and moves, etc.)

     An x appears on the top of the building over Sydney. 

                                NARRATOR 
                      Sydney Barringer jumps from the ninth floor rooftop --
                      His parents argue three stories below -- 

     An o is marked to indicate their position. Image goes into MOTION
     with Sydney jumping...an ARROW is drawn that displays the PATH of
     his fall -- 

                                NARRATOR 
                      Her accidental shotgun blast hits Sydney
                      in the stomach as he passes the arguing
                      sixth floor window -- 

     Freeze Frame shows Sydney, hanging mid-air -- the glass shattering and
     starting to fall to the ground -- an X marks the spot where he is hit. 

                                NARRATOR 
                      He is killed instantly but continues 
                      to fall -- only to find, three stories
                      below -- a safety net installed 
                      three days prior for a set of window washers
                      that would have broken his fall and saved 
                      his life if not for the hole in his stomach. 

     A squiggly line with an arrow is drawn from Sydney to the net to 
     indicate the path -- UNFREEZE frame and watch Sydney fall into the net

                                                                CUT TO: 

     INT. APARTMENT - DAY

     CAMERA moves in on the PARENTS then over to some DETECTIVES and OFFICERS
     who are making sense of this, they nod to each other as if to say,
     "well we know what we have to do..."

                                NARRATOR 
                      So Fay Barringer was charged with the 
                      murder of her son and Sydney Barringer 
                      noted as an accomplice in his own death...

     CAMERA moves towards the little EIGHT YEAR OLD BOY as he watches 
     the older couple CRY and SCREAM as detectives begin to cuff them -- 

                                NARRATOR 
                      ...and it is in the humble opinion of this
                      narrator that this is not just "Something 
                      That Happened."  This cannot be "One of those
                      things..." This, please, cannot be that. 
                      And for what I would like to say, I can't.
                      This Was Not Just A Matter Of Chance. 

     CAMERA pushes in towards the MOTHER as she screams and screams and the
     officer's fight to regain control of her -- in the scuffle, the
     apartment door is shut directly in the face of the CAMERA. 

     CUT TO BLACK.

                                NARRATOR 
                      Ohhhh. These strange things happen all the time. 

     Main title que begins, then carries over following until noted:

     TitIe Card:      New Line Cinema presents 

     Title Card:      a Joanne Sellar/Ghoulardi Film Company Production

     Title Card:      a P.T. Anderson picture 

                                                                CUT TO: 

     CAMERA DOLLIES IN Super Quick on a flower.(time lapse,bud blooms) 
     Freeze Frame, continue w/optical Zoom and rotate 360 degrees;total blur.
     Flash title card: 

                             M a g n o l i a

     CAMERA keeps moving in further and farther until the image
     gets incredibly blurry, then: 

                                                                CUT TO: 

     INT. SUBURBAN HOME - DAY   (Present Day, 1998)       Sequence A

     CAMERA DOLLIES IN QUICK towards a TELEVISION in a living
     room.  It is playing an infomercial, shot on video with a
     hot shot guy FRANK T.J. MACKEY (30s) looking into the LENS. 

                                FRANK 
                      In this big game that we play it is
                      not what you find and it's not what
                      you deserve - It's What You Take. 
                      I'm Frank T.J. Mackey, Master of the Muffin
                      and author of the Seduce and Destroy System 
                      of audio and videocassettes that will
                      teach you the techniques to have any 
                      hard-body blonde dripping to wet your dock!

     CAMERA moves INTO THE TELEVISION, QUICK DISSOLVE TO: 

     INT. BAR SET/LOCATION - THAT MOMENT

     We are in the video (paneled 1.33) sales pitch/infomercial. 
     Various settings: The bar, a supermarket, a bedroom, a parked car.
     Each has a few semi-geeks talking to a bunch of sexy young girls.

                                FRANK (contd.) 
                      Bottom line?  Language.  The magical key 
                      to unlocking any woman's analytical ability
                      and tap directly into her hopes, wants,
                      fears, desires and panties. 
                      "Seduce and Destroy," creates an immediate
                      sexual attraction in any muffin you meet.
                      Learn how to make that lady - "friend" your
                      sex-starving-servant.  Create an instant,
                      money-back guaranteed trance-like state
                      that'll have any little so and so just
                      begging for it.
                      I don't care about how you look, what car 
                      you drive or what your last bank statement 
                      says:  "Seduce and Destroy," is gonna teach 
                      you how to get that naughty sauce you want - fast!
                                (dramatic stop, then:) 
                      Hey -- how many more times do you need
                      to here the all too famous line of: 
                      "I just don't feel that way about you." 

                                                                CUT TO: 

     INT. SMILING PEANUT BAR - NIGHT

     CAMERA moves in on a young woman CLAUDIA (20s) sitting alone, bit drunk.
     A vaguely creepy looking MIDDLE AGED GUY (40s) takes a seat next to her: 

                                MIDDLE AGED GUY
                      Hey. 

                                CLAUDIA
                      Hi. 

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - LATER

     A series of quick shots where the following happens; CLAUDIA and the
     MIDDLE AGED GUY stumble into her apartment.  CAMERA DOLLIES in quick as
     she ~norts a line of coke from her coffee table....TILT up and PAN over 
     to him....

                                MIDDLE AGED GUY
                      So? 

                                                                CUT TO: 

     INT. CLAUDIA'S BEDROOM - MOMENTS LATER

     CAMERA DOLLIES in quick as they're having sex.  He's on top of her, 
     she's below, CAMERA lands in a CLOSE UP of her face as she gets through
     the experience...CAMERA moves up and past her, finds the reflection of
     the TELEVISON in a picture frame on her wall....

                                                           DISSOLVE TO: 

     INT. TELEVISION IMAGE - CLIP - THAT MOMENT

     This is a promo for a game show called, "WHAT DO KIDS KNOW?" featuring
     the host JIMMY GATOR (60s)  We see various clips of him over the years,
     hosting the show, at various clebrity events, etc. (Director's Note)

                                PROMO ANNOUNCER 
                      For over thirty years, America has hung 
                      out and answered questions with Jimmy Gator.
                      An American Legend and a true television icon,
                      Jimmy celebrates his 200,000th hour of
                      broadcast this week --

     CLIP OF JIMMY speaking to an INTERVIEWER. 

                                JIMMY 
                      God, have I been around that long? 

     INT. JIMMY GATOR'S OFFICE - DAY

     Blind's closed, door locked.  Jimmy and a YOUNG SHOWGIRL from some
     other show are having sex on his couch.  CAMERA DOLLIES IN FAST.

                                PROMO ANNOUNCER 
                      He's a family man who's been married 
                      for over forty years -- with two children
                      and one grandchild on the way -- 

     CU. PHOTOGRAPH.
     A family photo of JIMMY, his wife ROSE, his son JIM, JR. and CLAUDIA.
     This photo is circa 1987. OPTICAL ZOOM INTO photo that isolates Jimmy
     and Claudia in the picture.

                                                                CUT TO: 

     INT. CEDARS SINAI MEDICAL CENTER - HALLWAY - PRESENT DAY

     JIMMY and ROSE (50s) walk down a hallway towards a door. 

                                PROMO ANNOUNCER (contd.) 
                      We've tuned in each day to see the 
                      human interaction between Jimmy and 
                      some very special kids over the years -- 

                                                                CUT TO: 

     INT. DOCTOR'S OFFICE - MOMENTS LATER

     CAMERA pushes in on JIMMY and ROSE as they enter, WHIPS over to 
     a NURSE who looks up, smiles says "hello."

                                PROMO ANNOUNCER (contd.)
                      -- and we hope there's thirty more years
                      of watching that happen. 

                                JIMMY (to Nurse)
                      ...Jimmy Gator... 

                                                                CUT TO:

     INT. SUBURBAN HOME - DAY

     CAMERA DOLLIES in towards the televison again.  A quick highlight 
     clip shows a ten year old kid named STANLEY SPECTOR answering question
     after question on the show, "What Do Kids Know?" in a series of
     dissolves; 

                                STANLEY 
                      ...Donald W. Winnicott....1911...North America....
                      ...South America....the answer is four....
                      ...the answer is 22...the answer is gravity....
                      the answer is "The Life of Samuel Johnson."

                                                                CUT TO: 

     INT. SPECTOR HOUSE - DAY

     CAMERA is HAND HELD and moving around a small apartment, watching a 
     ten year old kid STANLEY SPECTOR (dressed in a suit) as he dumps dog
     food into two bowls for two dogs yapping around his legs while 
     he simultaneously tries to gather his backpacks -- His father enters:
     RICK SPECTOR (late 30s) starts barking directions; 

                                RICK 
                      Let's go,let's go, let's go, you shoulda
                      done that ten minutes ago -- 

                                STANLEY 
                      We need more dog food -- 

                                RICK 
                      -- talk in the car, talk in the car,
                      moves your ass, c'mon -- 

     Stanley grabs two BACKPACKS and puts them over each arm.  Rick grabs
     another bag....heads for the door....Stanley is about to fall over with 
     these two full packs, but reaches for another bag on the floor... 

                                RICK 
                      Cmon,cmon,cmon, that one to? 

                                STANLEY
                      I need this one.

                                RICK 
                      Why the hell do you need all four 
                      bags of books to go to school each day? 

                                STANLEY 
                      I can't carry all of them. 
                      I need them. I need my books.
                      I need them to go to school. 

                                                                CUT TO: 

     EXT. SPECTOR HOUSE - MOMENTS LATER

     CAMERA pushes in quick as Rick sits in the car, engine running, watching
     Stanley struggle to get himself and the backpacks in;

                                RICK 
                      There's no reason for this many backpacks.

     CAMERA LANDS IN CLOSE UP of STANLEY as he slams the car door.

                                                                CUT TO: 

     EXT. SCHOOL - MOMENTS LATER

     CAMERA PULLS BACK from the parked car in a new location as Stanley gets
     out of the car with his backpacks, Rick watches from the driver's seat; 

                                RICK 
                      Be ready at two -- 

                                STANLEY 
                      Should be one-thirty. 

                                RICK 
                      I got an audition, I won't make it 
                      here 'till two, c'mon, I'll see you
                      later. Love you. 

                                STANLEY
                      Love you too. 

     Rick drives off real quick.  Stanley looks around at his backpacks.

                                                                CUT TO: 

     INT. 1960's SUBURBAN HOME - DAY

     CAMERA pushes in on an old television set playing a clip 
     from "What Do Kids Know?" (1968)  The clip shows a younger JIMMY GATOR
     asking questions to a ten year old kid named DONNIE SMITH.

                                JIMMY 
                      Donnie, you have an answer? 

                                DONNIE
                      Promethius. 

                                JIMMY
                      It is!

     TELEVISION CLIP continues and we see DONNIE and two other KIDS receive
     a check from the younger JIMMY GATOR in the amount of 100,000 dollars
     each.  CU - Young Donnie Smith as he smiles, accepts check, shakes hands
     with Jimmy. 

     TITLE CARD reads:     Quiz Kid Donnie Smith - 1968 

                                                                CUT TO: 

     INT. DENTIST OFFICE/EXAMINING ROOM - MOMENTS LATER

     DONNIE SMITH, aged 40, is reclined back in a dentist chair.
     He has spiky hair, a small stud earing and a bad grey suit.

     TITLE CARD reads:     Quiz Kid Donnie Smith - Today 

                                DONNIE 
                      This is really exiting....bet you don't 
                      get many people my age getting braces -- 

     CU - Donnie opens wide and the pink gook-imprint is placed in his mouth.
     CU - A Nurse holds it in there and smiles, says:

                                NURSE #1
                      You were really cute when you were
                      on that show -- 

                                NURSE #2 
                      -- you can't answer any questions right
                      now though, huh? He-he-he. 

     CU - Teeth. The gook imprint is taken out of his mouth. 

                                                                CUT TO: 

     INT. DENTIST OFFICE/HALLWAY - LATER

     CAMERA pulls back as DONNIE and his dentist, DR. LEE (Asian, 40s) 
     exit an examining room, smiling, through with their appointment...

                                DR. LEE 
                      So we're all set to go, Donnie. 

                                DONNIE 
                      Great, great, great, so I'll see you 
                      tommorrow morning.

                                DR. LEE 
                      You're running around like crazy, huh?

                                DONNIE 
                      I'm gonna be late for work.

                                                                CUT TO: 

     EXT. 7-11/PARKING LOT - NORTH HOLLYWOOD - DAY

     CAMERA pushes in towards Donnie as he pulls into the parking lot
     in his little HONDA ACCORD.  He's smiling and singing along to 
     a song* as he pulls into a parking space....

     ...but he's going just a bit too fast...and in a flash, he's
     over the parking stopper and up on the curb and taps the glass 
     store front just enough to have GLASS FALL AND SHATTER and DISPLAYS
     FALL OVER ONTO THE HOOD OF THE CAR....

     CAMERA pushes in on Donnie and some people running over to see
     what's happend....

                                DONNIE
                      What the hell? What the hell?

                                PEDESTRIAN 
                      Hey! It's Quiz Kid Donnie Smith. 

                                PEDESTRIAN #2 
                      Quiz Kid Donnie, why'd you drive
                      into the seven eleven? 

                                                                CUT TO:

     INT. EARL'S HOUSE - DAY

     CAMERA pushes in real fast on the front door as PHIL PARMA (20s) enters. 
     He has a flat top, flip shade sunglasses that he flips up and he's
     carrying 7-11 coffee and a donut....CAMERA WHIPS LFT to reveal;

     In this nice house in Encino, a medical bed has been planted in the 
     middle of the living room.  In the bed is EARL PARTRIDGE (70s) He is
     very thin and bald and he is on his last legs, dying from cancer.

     There are four or five MUTT DOGS that sleep on his lap and around
     the bed and at the sound of the door they are up and BARKING.

     A young MEXICAN NURSE sits next to Earl, motions to Phil and his post
     is relieved.  Phil moves in next to the bed, pets Earl's head; 

                                PHIL 
                      How's today then? 

                                EARL 
                      Fuckin' bullshit is what this is. 

                                PHIL 
                      Fuckin' bullshit is right, in'it? 

     CAMERA MOVES INTO A CLOSE UP ON EARL, MOVES INTO HIS THROAT, QUICK
     DISSOLVE INTO:

     INT. EARL'S THROAT - THAT MOMENT

     CAMERA moves around his throat and through his body, looking at 
     his BLOOD STREAM and watching, like a MEDICAL FILM, the cancer as
     it eats away at his body...as we see it at work we hear a WHISPER
     that is EARL'S VOICE: 

                                EARL'S WHISPER VOICE 
                      ...fuckin regret, move through this life....
                      ..and we do these things...get that back... 
                      ...forget, forget....fuck....fuck......
                      ...make it right....and we do these things....

                                                     QUICK DISSOLVE TO:

     INT. EARL'S LIVING ROOM - THAT MOMENT

     CAMERA PULLS BACK from Earl's throat to his MOUTH and his EYES and
     he looks to Phil says; 

                                EARL 
                      I'm onna need your help, Phil. 
                      ...you gotta help me something today... 

     CAMERA PANS over quick to PHIL.

                                PHIL 
                      I'II take care of anything, Earl. 

     CAMERA PANS/DOLLIES away and TILTS up to the cieling; 

                                                     QUICK DISSOLVE TO:

     INT. EARL'S HOUSE/UPSTAIRS BEDROOM - THAT MOMENT

     CAMERA dollies in on LINDA PARTRIDGE (30s) as she paces around in a
     nightgown, pops a pill, talks on the phone; 

                                LINDA 
                      Well, you're his doctor and that's 
                      why -- well tell me something -- tell
                      me something -- 

     XCU, She sees the the bottle of pills she is popping from is empty. 

                                LINDA (contd.) 
                      And he needs more pills, then.
                                (beat)
                      Fuck it, I'm coming to see you, 
                      I need to come see you to get him more
                      pills and I need some answers so you
                      better just talk to me, I'm coming 
                      to see you, I'm coming to see you -- 

     She SLAMS down the phone.

                                                                CUT TO:

     INT. EARL'S HOUSE - LIVING ROOM - MOMENTS LATER

     CAMERA moves with Linda as she comes down the stairs, walks 
     over towards Earl's bed, trying to hide her state.  Phil stands
     up and looks to her.

                                PHIL
                      Hi, Linda. 

     EXTREME CLOSE UP 2-SHOT. Linda and Earl. He opens his eyes just a bit.
     She bends in and gives him a kiss on the forehead.

                                LINDA
                      I love you, my darling. 

     She turns quickly, speaks as she walks out; 

                                LINDA 
                      I'll be back in a while, Phil. 
                      I have to go get some things and 
                      I have to see something and I'll be back....

     She continues to talk as she walks out the door. 

                                                                CUT TO: 

     INT. GARAGE/LINDA'S MERCEDES - PARKED - MOMENTS LATER

     CAMERA DOLLIES IN real quick as she gets behind the wheel.  She SMASHES
     her fists on the steering wheel and cries and cries and cries. 

                                                                CUT TO: 

     INT. JIM KURRING'S APARTMENT - DAY

     A very straight ahead apartment in Reseda where JIM KURRING (30s) lives.
     SOUND of a 1-900 PERSONAL DATING SERVICE plays over following quick
     shots of Kurring getting ready for his day; 

     -Jim is sipping his morning coffee, reading the paper.
     -Jim in the shower.
     -Jim doing push ups.
     -Jim watching and laughing a bit with the Today Show.
     -Jim kneeling down by his bed, praying.

                                PHONE SERVICE VOICE 
                      ...Press One to hear this person's personal
                      description of themself and Two to leave a
                      a personal message of your own -- 

     The SOUND of touch-tone phone pressing "1."

                                JIM KURRING'S VOICE 
                      Well, hello.  This is Jim.  I work in 
                      Law Enforcement.  I am an officer for
                      the L.A.P.D. and I work out of the Van Nuys 
                      district.  I love my job, and I love to go to
                      the movies.  I try to stay pyhsically fit, 
                      my job demands it, so I'm in pretty good shape.
                      I'm gettin' up there, though: I'm 32 years old 
                      and I'm six feet two inches tall and I weigh about 160.
                      I'm really interested in meeting someone special
                      who likes quiet things.....my life is very 
                      stressful and I'd hope to have a relationship 
                      that is very calm and undemanding and loving -- 

     The SOUND again of the touch-tone phone cancels Jim's description. 

                                PHONE SERVICE VOICE 
                      If you would like to hear more personal 
                      descriptions from other men in your area,
                      press two now -- 

                                                                CUT TO:

     INT. VAN NUYS POLICE STATION - DAY

     CAMERA observing the officers at a morning role call, DOLLIES and BOOMS 
     DOWN towards JIM KURRING, sitting off to the side a bit by himself. 

                                POLICE CAPTAIN (OC)
                      ...so much violence...but that's the way of the 
                      world...good luck, as always...Serve and Protect
                      and all that other blah-blah-blah on the
                      side of the car it says -- 

                                                                CUT TO: 

     INT. POLICE GARAGE - MOMENTS LATER

     CAMERA DOLLIES w/Jim Kurring as he walks to his squad car. 
     All the cops walk with partners, except him.  Kurring throws on
     a pair of Oakley sunglasses and gets in the car -- 

                                                                CUT TO:

     INT. POLICE CAR - MOVING - LATER

     CAMERA holds a CU. of Jim as he drives.  He speaks to someone unseen;

                                JIM KURRING 
                      This is not an easy job.  I get a call
                      from Shirley on the radio: Bad News.
                      It's never good news.  She tries to
                      be cheerful, tries to say something 
                      nice, but uh-huh, it's just Bad News.
                      And It Stinks.  But this is my job. 
                      And I Love It.  Because I want to do well.
                      In this life and in this world I want 
                      to do well.  And I want to help people.
                      And I may get twenty bad calls a day. 
                      But one time I help someone, I Make A Save?
                      I correct a wrong or right a situation; 
                      Then I'm a happy cop.  And We Move Through
                      This Life We Should Try And Do Good.

     WIDER ANGLE reveals that he is talking to himself.  BEAT. HOLD.

                                JIM KURRING (sotto, to himself)
                      ...Do Good.  And If We Can Do That...And 
                      Not Hurt Anyone Else.....Well, Then....

                                                                CUT TO: 

     EXT. MAGNOLIA BOULEVARD - DAY

     CAMERA looks straight down on an intersection.  Jim Kurring's POLICE
     CAR drives past....a little SUNLIGHT that hits the intersection goes
     away as if covered very quickly by a grey cloud....End Title Oue and
     Sequence A. 

                                                          CUT TO BLACK.

     TITLE CARD reads:     Partly Cloudy, 75% chance of rain

                                                               FADE IN: 

     INT. APARTMENT COMPLEX/NORTH HOLLYWOOD - DAY         Sequence B

     CAMERA (STEADICAM) follows behind JIM KURRING.  He walks through 
     a courtyard, past some young mexican and black kids playing,
     up a staircase and arrives at a door that is half open;

                                JIM KURRING
                      Hello? 

     He knocks, pushes the door open a bit, steps in:  A very, very large
     black woman, MARCIE (4Os) appears, coming at him, ranting and raving; 

                                MARCIE 
                      What? What? What now? 

                                JIM KURRING 
                      Quietly, slow down, whoa -- 

                                MARCIE 
                      You can't just come in here. 

                                JIM KURRING 
                      The door was open, I got a call -- 

                                MARCIE
                      You're just come in -- 

                                JIM KURRING
                      Calm down.

                                MARCIE
                      I am calm. 

                                JIM KURRING 
                      I got a call to this apartment,
                      report of a disturbance -- 

                                MARCIE 
                      There's no disturbance. 

                                JIM KURRING 
                      I got a call of a disturbance, you're
                      door was open, I just wanna see
                      what's goin' on -- 

                                MARCIE 
                      There's no disturbance. 

                                JIM KURRING
                      Then you've got nothin' to worry about.

                                MARCIE 
                      You don't tell me, I know my rights,
                      just come right in, you can't -- 

                                JIM KURRING 
                      Don't test me, you wanna talk about 
                      what the law book says, we can do that,
                      push me far enough and I'll take you
                      to jail -- now calm down. 

                                MARCIE
                      I AM CALM. 

                                JIM KURRING 
                      You're not calm.  You're screamin'
                      and yellin' and I'm here to check 
                      on a disturbance that was reported
                      and that's what I'm gonna do - now
                      are you alone in here? 

                                MARCIE 
                      I don't have to answer your questions. 

                                JIM KURRING 
                      No you don't: But I'm gonna ask 
                      you one more time: Are you alone in here? 

                                MARCIE 
                      What does it look like? 

                                JIM KURRING
                      No one else in here? 

                                MARCIE
                      You're here. 

                                JIM KURRING 
                      OK.  That's true.  Is anyone else, 
                      besides me and besides you in this house? 

                                MARCIE
                      No.  I said that. 

                                JIM KURRING
                      Are you lyin' to me? 

                                MARCIE
                      I live alone.

                                JIM KURRING 
                      Maybe so, but I'm gonna ask you one 
                      more time: Is Anyone Else In This House
                      Right Now? 

                                MARCIE
                      No I Said. 

                                JIM KURRING
                      Ok. What's your name? 

                                MARCIE
                      Marcie. 

                                JIM KURRING 
                      Ok. Marice why don't you take
                      a seat for me? 

                                MARCIE 
                      I preffer to stand. 

                                JIM KURRING 
                      I'm not askin', Marcie. 

     Marcie sits down. 

                                MARCIE 
                      I didn't do anything.

                                JIM KURRING 
                      Maybe you didn't, but I'm here 
                      to find out about a disturbance.
                      Some neighbors called said they 
                      heard screaming and a loud crash.

                                MARCIE
                      I don't know a loud crash.

                                JIM KURRING 
                      And what about screaming? 

                                MARCIE 
                      I said: I DON'T KNOW.  You can't just 
                      come in here and start pokin' around -- 

                                JIM KURRING 
                      What's this, how did this happen?

     INSERT, ECU. THE FLOOR.
     An ashtray has fallen on the floor, cigarette butts all around.

                                MARCIE 
                      An ashtray fell, I don't know, maybe
                      last night, I just woke up. 

                                JIM KURRING 
                      You just woke up.  And what'd you have
                      a party last night, the way this place
                      looks? 

                                MARCIE 
                      I went out last night. 

                                JIM KURRING 
                      Ok. Marcie. Starting now I want you 
                      to have a new attitude with me.  The more 
                      you play games, the more suspicious I'm gonna
                      become that you've been up to something.

                                MARCIE 
                      It's a free country, you can
                      think anything you want.

                                JIM KURRING 
                      Yes I can, Marcie.  And until you
                      start givin' me some straight 
                      answers: I'm gonna assume that some
                      mischief has been goin' on here. 

                                MARCIE 
                      Mischief?  What the fuck you talkin'
                      about, mischief? 

                                JIM KURRING 
                      Bad and illegal behavior. That's what I mean.
                      Ok?  Mischief.  Now have you been
                      doin' some drugs today? 

                                MARCIE
                      No. 

                                JIM KURRING 
                      You on any medication? 

                                MARCIE
                      No.

                                JIM KURRING
                      Been drinkin' today? 

                                MARCIE 
                      It's ten o'clock in the morning -- 

     There's a small THUMP noise OC. Jim turns his head quick and
     looks and Marcie freezes. 

                                JIM KURRING
                      --- What was that? 

                                MARCIE 
                      I didn't hear anything.

     Marcie stands up.

                                JIM KURRING 
                      No. No. Stay down, Marcie, sit 
                      back down on that couch -- 

                                MARCIE 
                      I don't have to do a god damn thing. 

     Kurring gets his handcuffs out and handcuffs her wrist to the
     couch, she goes crazy, screaming and yelling the whole time;

                                MARCIE 
                      WHAT'S THIS? WHAT'S THIS? GOD DAMN 
                      BULLSHIT. BULLSHIT. DON'T PUT THOSE -- 

                                JIM KURRING 
                      Marcie - CALM DOWN. CALM DOWN 
                      and don't do this. I want you to stay -- 

     Continue with that until he's got her cuffed to the couch. 
     He removes his REVOLVER from his holster and starts to move
     slowly down the hall to the back bedroom -- 

                                MARCIE 
                      WHAT THE FUCK IS THIS BULLSHIT? 
                      WHAT THE FUCK ARE YOU DOING, MOTHERFUCKER?
                      MOTHER-GOD-DAMN FUCKER.  WHERE ARE YOU GOIN'?
                      DON'T GO IN MY GOD DAMN BEDROOM. 

     Kurring keeps moving slowly, gun drawn, CAMERA behind him;

                                JIM KURRING 
                      This is the LAPD. If anyone is 
                      back here I want you to come out
                      and I want you to show yourself 
                      to me with your hands in the air -- 

                                MARCIE 
                      THERE'S NO ONE IN THERE. STAY OUT
                      OF MY MOTHERFUCKIN BEDROOM.

     Kurring moves into the BEDROOM now and sees that the CLOSET is
     closed and probably the only place for someone to be hiding;

                                JIM KURRING 
                      This is the LAPD, if anyone is in
                      the closet I want you to come out 
                      and show yourself to me, slowly and
                      with your hands up -- 

                                MARCIE (OC) 
                      THERE'S NO ONE IN THERE!

                                JIM KURRING 
                      Marcie - quiet down! Now if anyone
                      is in the closet, come out now -- 

                                MARCIE (OC) 
                      THERE'S NO ONE IN MY MOTHERFUCKIN 
                      CLOSET AND STAY OUT OF MY BEDROOM,
                      STAY OUT OF MY GOD DAMN BEDROOM.

                                JIM KURRING 
                      -- do not do this -- my gun is drawn
                      and If I Have To Open That Closet 
                      you will get shot -- Step Out Now. 

     Jim inches towards the closet, flips it open real quick and
     stands back, ready for something to jump out -- nothing. 

                                MARCIE 
                      I told you there was no one in there! 

     Jim looks down the hall at Marcie who has physically dragged
     the large couch handcuffed behind her; 

                                JIM KURRING 
                      Marcie - Do not drag that couch any further! 

     JIM'S POV, CAMERA DOLLIES IN SLOWLY TOWARDS THE CLOSET. 
     He pushes some sheets aside and burries around to reveal: 

     A DEAD SKINNY WHITE MAN (50s) curled up in a ball on the 
     floor of the closet.  He'd dead and he's been covered in dirty
     laundry.  He has a gag around his mouth.

     HOLD on Jim for a moment, he panics a little and swings his REVOLVER
     towards Marcie:

                                JIM KURRING 
                      What the hell is this Marcie? 

                                MARCIE
                      THAT'S NOT MINE. 

     Jim swings the aim of his gun back at the dead body.

                                                                CUT TO: 

     INT. EARL'S HOUSE - LIVING ROOM - DAY

     Earl in bed, pretty out of it, but once in a while a couple clear
     moments.  Phil sits next to the bed, paper and coffee nearby. 

                                EARL 
                      ...n'I dowanna do this...sit here, 
                      I can see the things, y'know...it's gettin'
                      there that's the cocksucker...like...I see
                      that pen...I see it, I know it's there,
                      I reach out for it -- no -- 

     He mimes the action, gets nowhere near the pen. 

                                EARL 
                      ...no...no goddamn use.
                                (beat) 
                      I have a son, y'know? 

                                PHIL
                      You do? 

                                EARL
                      ...ah... 

                                PHIL
                      Where is he? 

                                EARL 
                      I don't know...I mean, he's around,
                      he's here, in town, y'know, but I 
                      don't know...he's a tough one...very....
                      Do you have a girlfriend, Phil? 

                                PHIL
                      No. 

                                EARL 
                      Get a girlfriend. 

                                PHIL
                      I'm trying. 

                                EARL 
                      And do good things with her...share 
                      the thing...all that bullshit is true,
                      y'know...find someone and hold on all
                      that...Where's Linda? 

                                PHIL 
                      She went out.  She said she went 
                      out to run some errands.  She'll be back. 

                                EARL 
                      She's a good girl.  She's a little 
                      nuts, but she's a good girl I think.
                      She's a little daffy. 

                                PHIL
                      She loves you. 

                                EARL 
                      ...ah...maybe...yeah...she's a good one... 

                                PHIL 
                      When was the last time you talked
                      to your son? 

                                EARL 
                      ....I dunn...o....maybe ten...five,
                      fuck, fuck....that's another thing
                      that goes -- 

                                PHIL
                      -- memory? 

                                EARL 
                      Time lines, y'know?  I remember things
                      but not so -- right there -- y'know? 

                                PHIL
                      Yeah. 

                                EARL 
                      "yeah."  the fuck do you know? 

                                PHIL 
                      I've seen it before. 

                                EARL 
                      Other fuckin' assholes like me.

                                PHIL 
                      There's no asshole like you. 

                                EARL
                      ...cocksucker....

                                PHIL
                      How come every word you say is either 
                      "cocksucker," or "shitballs," or "fuck?" 

                                EARL
                      Do me a personal favor -- 

                                PHIL 
                      Go fuck myself? 

                                EARL
                      You got it. 

     EARL gets hit with something and starts to MOAN a bit.  Sharp
     pain hitting him and he touches his hand to his face....

                                EARL 
                      ...I can't hold onto this anymore... 

                                PHIL 
                      I'll get you another pain pill.
                      Another morphine pill -- 

                                EARL
                      ...gimme that fuckin' phone... 

                                PHIL
                      Who are you gonna call? 

                                EARL 
                      I wanna see this...where is he,
                      do you know? 

                                PHIL
                      Who? 

                                EARL
                      Jack. 

                                PHIL
                      Is Jack your son?

     Earl doesn't answer.  He's drifting a bit more now.

                                PHIL 
                      You wanna call him on the phone?
                      We can call him, I can dial the 
                      phone if you can remember the number -- 

                                EARL 
                      -- it's not him. it's not him.
                      He's the fuckin' asshole...Phil..c'mere... 

     Phil leans in closer to Earl. 

                                EARL 
                      This is so boring...so goddamn...
                      and dying wish and all that, old 
                      man on a bed...fuck...wants one thing: 

                                PHIL
                      It's ok. 

     Earl hallucinates a bit, cries a little, tries to form the sentences; 

                                EARL
                      ...find him on the...Frank. His name's
                      Frank Mackey -- 

                                PHIL 
                      Frank Mackey.  That's your son? 

                                EARL 
                      that'snotmy name...find Lily, gimmme that,
                      give it -- 

     Earl tries to grab something near Phil's head that is not there.
     He's hallucinating more now, falls asleep a bit, mumbling; 

                                EARL 
                      ifyougimmethat....overonthe....fuck....
                      I can't hold ontothis anymore... 

     He gives Phil make an imaginary object and falls asleep.  BEAT. 
     Stay with Phil a moment as he turns his head, looking around the
     house a moment, looks back to Earl. 

                                                                CUT TO: 

     INT. BURBANK HOLIDAY INN/BANQUET ROOM - THAT MOMENT

     FRANK steps into a CLOSE UP and holding a mic, says:

                                FRANK
                      Respect the cock and tame the cunt, boys.

     REVERSE, THAT MOMENT. The crowd of fifty GUYS who are taking the 
     "Seduce and Destroy Seminar" that Frank is teaching today laugh and
     play along; 

     Frank is on a slightly elevated stage.  vBehind him a huge banner for,
     "Seduce and Destroy," whose logo is a scared pussycat and a large wolf
     with a big buldge in his fur.  It reads: "No Pussy Has Nine Lives". 

                                FRANK 
                      And you did hear me right.  Tame it.
                      Take it on, head first -- with your 
                      skills at work and say, "No.  You will
                      not control me.  You will not take my
                      soul and you will not win this game."
                      'cause it is a game, guys, you wanna 
                      think it's not -- go back to the schoolyard
                      and have a crush on Mary Jane -- respect 
                      the cock -- you are embedding this thought:
                      I'm in charge.  I'm the one who says yes, 
                      no, now or here.  Shit, man.  Sad but true.
                      Sad But True.  And you wanna know what?
                      It must be the way. 
                      The thing about chicks and the thing
                      about this course that we're going 
                      through today is how universal the whole 
                      thing is.  I mean: I wish I could sit here 
                      and say that it's not -- because the reality?
                      If each chick had something new, something
                      really new that I'd never seen before? 
                      Fuckin' hell: I'd be in the money!  Because 
                      I'd have to create a hundred new cassettes,
                      a hundred new books, a hundred new seminars 
                      and hundred new videos just to deal with each
                      and every situation a chick could create - 
                      but that is just not the case.  They are universal.
                      They are sheep. They are to be studied and 
                      watched -- they have patterns that must be stopped,
                      interupted and resisted. I'd be makin' a fuckin'
                      butt load if they were actually as much of 
                      a challenge as they want you to think they are!
                      Reality: They Are All The Same. 
                      Each and every one of them.  And once you learn 
                      these methods: You're Set.  You Don't Have To Come Back.
                      That's it. In solid. Boom.  Done.  Over.  Why?
                      Because all women are the same.  Period. 
                      End of discussion.  Sorry.  It's true.  Sad But True.
                      And anyone who wants to say that these methods
                      we work by are "unfair?"  Yes, they are.
                      Guilty as charged.  And so's the world. 
                      It's a harsh, hard unfair place, but it's not 
                      gonna stop me from getting my fair shair of hair pie -- 
                      Period.  Sorry.  End of discussion.

                                                                CUT TO:

     INT. HOLIDAY INN/LOBBY - THAT MOMENT

     Sliding doors open in the lobby and a young woman GWENOVIER (30s)
     enters, takes off her sunglasses and looks around.

     There's a bunch of Posters and Signs for the "Seduce and Destroy 
     Seminar with Frank TJ Mackey," etc.  Frank's two sidekicks: DOC (20s)
     and CAPTAIN MUFFY (40s) approach; 

                                CAPTAIN MUFFY
                      You're Gwenovier? 

                                GWENOVIER
                      Yeah. 

                                CAPTIAN MUFFY 
                      I'm Captain Muffy, I'm Frank's personal 
                      assistant.  This is Doc -- 

                                DOC 
                      Hello.

                                GWENOVIER
                      Hello. 

                                CAPTAIN MUFFY 
                      We can go right in here.  He started
                      about thirty five minutes ago, but
                      it's all getting pumped up now -- 

                                                                CUT TO: 

     INT. HOLIDAY INN/BANQUET ROOM - THAT MOMENT

     Captain Muffy, Doc and Gwenovier enter and head tor some seats, 
     CAMERA swings a 180 and moves down the aisle, towards the stage
     as Frank speaks -- 

                                FRANK 
                      Number One: Get a calendar.  I cannot
                      stress this enough.  This is a simple 
                      item guys.  It's 99 cents at your corner 
                      store: Go And Get One.  Fuck it, if you
                      reach into your packet, you'll see I've
                      been nice enough to include one, 'cause
                      that's the kind of prick I am -- 
                      You're gonna need this calendar and I know
                      it sounds like a small thing, but having it
                      makes all the difference in the world:
                      If you meet a girl and you're 
                      gonna work an A-3 Interuption -- 
                      let's say an eight day waiting period before 
                      the next call -- how you gonna know when those
                      eight days are up?  Buy a calendar.
                      Next move?  Mark the calendar. 
                      Yeah, yeah, yeah.  What did I pay my eight 
                      hundred dollars for?  To hear Frank tell me
                      to buy a calendar and mark it?  Just stick 
                      with me and stick by the calendar.  Mark it
                      up -- use it to set goals -- If you wanna 
                      make that "friend" something else -- you gotta
                      be hard on yourself, set goals:
                                (beat, to audience) 
                      You, there: And What's Your Name?

                                                                CUT TO:

     INT. EARL'S HOUSE/OFFICE - THAT MOMENT

     Phil flips through a little adress book, finds a number. XCU - It reads,
     "Frank 8/509-9027"  He picks up a phone and dials; 

                                FEMALE VOICE
                      Hello? 

                                PHIL 
                      Hi.  Is Frank there? 

                                FEMALE VOICE 
                      I think you have the wrong number.

                                PHIL 
                      I'm looking for Frank Mackey. 

                                FEMALE VOICE
                      No. 

                                PHIL 
                      Is this 509-9027? 

                                FEMALE VOICE
                      Yeah.  You have the wrong number.
                      There's no one named Frank here. 

                                PHIL 
                      Alright.  Thank you. 

                                FEMALE VOICE
                      Yep. 

     Phil hangs up the phone.

                                                                CUT TO: 

     INT. HOLIDAY INN/BANOUET ROOM - THAT MOMENT.

     CAMERA with Gwenovier as she walks quietly over to the side
     of the crowd to a VIDEO CREW that's been set up and is recording
     Frank's seminar.  She speaks sotto to a CAMERAMAN; 

                                GWENOVIER
                      Sorry I'm late -- 

                                CAMERAMAN 
                      -- we're all set upstairs. 

                                GWENOVIER
                      Thanks. 

     She moves towards a row and takes a seat next to Captain Muffy
     and Doc, speaks sotto again; 

                                DOC 
                      You have everything you need? 

                                GWENOVIER 
                      I'm set, thanks.

     CAMERA moves away, Frank is kneeling down to a GUY in the
     audience, interacting, speaking compassionately;

                                FRANK
                      Denise?

                                GUY
                      That's right --

                                FRANK
                      -- and she hurt you didn't she?
                      I know, I know.  I know how that
                      can be brother, but let me tell you loud
                      and clear what we will be teaching
                      Denise when we put our calendars to work and
                      set goals:

     Frank hops back up on the stage;

                                FRANK
                      Little Denise, I say this:  I mark it
                      up and I write it down and you've been warned:
                      "By the end of May, you will know I'm not gay."
                      "On the fourth of June, Denise, you're
                      gonna be lickin' my spoon."
                      "And Come August, You Suck My Big Fat
                      Sausage."  I've SET GOALS FOR MYSELF.
                      And what?  I've said "enough is enough."
                      Because why?  She's not gonna be your pal.
                      She's not gonna be your friend.  You think
                      she's gonna be there for you the second
                      you need something?  Think again - this fuckin'
                      bitch Denise!
                                (audience cheers) 
                      But: Listen up:  That is not to say that we don't
                      all need women as friends, 'cause we're gonna 
                      learn later on in Chapter 23 that having a couple
                      of chick-friends laying around can come in
                      real handy in setting Jealousy Traps. 
                      But we'll get to that.  Number One (this is page 18
                      in your booklets, blue cover - go to it and
                      follow along with me.)

     The guys flip open their little blue booklets and follow along.

                                FRANK 
                      Create a crisis -- simple and clean,
                      and if done properly can be quite
                      effective in getting some bush. 
                      Here we go:  Set a date with your so-called
                      "friend."  Let's say you make it 7:30.
                      You call her on the phone -- 

                                                              FLASH ON:

     INT. GIRL'S APARTMENT - NIGHT

     CAMERA DOLLIES AROUND a young GIRL (20s) on the phone. 

                                GIRL
                      That sounds like fun, Frank. 
                      I love seafood.

                                                                CUT TO:

     INT. FRANK'S APARTMENT - NIGHT

     Frank on the phone. 

                                FRANK 
                      So I'll see you about 7:30? 
                      Great, then.  Bye-bye, Cindy. 

     He hangs up. 

                                                                CUT TO: 

     INT. GIRL'S HOUSE - ANOTHER NIGHT
 
     CAMERA (HAND HELD) follows behind the GIRL as she walks from the kitchen
     to the front door, shaking her head, huffing and puffing....

                                FRANK (VO) 
                      You wait until about nine o'clock
                      and you ring the doorbell.

     She opens the door and sees FRANK, crying and hysterical. 

                                FRANK (VO) 
                      She opens it up, pissed as hell, but
                      finds you sobbing your eyes out -- 

     Frank looks up at her and says: 

                                FRANK
                      ...I can't believe what happened... 

     Frank and the Girl sit down on the couch together. 

                                FRANK (VO) 
                      You explain between sobs that you hit
                      a dog on the way over to pick her up
                      and you had to rush it to the animal 
                      hospital but by the time you got there -- 

                                FRANK 
                      ...and it's paw was sticking out... 
                      and it was too late.  It was too late. 

     She moves in and hugs him. 

                                GIRL 
                      Ohhh, shhhh...shhh...Frank...

                                                                CUT TO: 

     INT. HOLIDAY INN/BANQUET ROOM - THAT MOMENT

     Frank is cracking himself up.  He continues.

                                FRANK 
                      I can't believe I'm telling you guys this, 
                      but the truly terrifying part is that: THIS WORKS.
                      Any girl that calls herself your friend is not
                      gonna let you be alone in a situation like that.
                      Technique #2: Staging a fight. 
                      This is not knock down, drag out, crying
                      screaming, yelling -- this is a simple, 
                      direct and subtle way of planting confusion
                      into a girl's mind.  Remember we are using 
                      reinforcement technique "G" with these women.
                      Here's how: 
                      
                                                                CUT TO: 

     INT. GIRL'S HOUSE - NIGHT

     The Girl picks up her phone and presses some numbers... 

                                FRANK (VO) 
                      One day, she calls you up on the phone... 

                                                                CUT TO: 

     INT. FRANK'S HOUSE - NIGHT

     Frank picks up the phone. 

                                FRANK 
                      Hello? 

                                GIRL 
                      Hey, Frank.  It's Cindy.  I'm wondering 
                      if you wanna grab a bite and see a movie? 

                                FRANK (VO) 
                      You very directly say: 

                                FRANK 
                      "I don't think I have anything to say
                      to you, Cindy." 

     Frank hangs up the phone. 

                                                                CUT TO: 

     INT. GIRL'S HOUSE - THAT MOMENT

     The Girl gets the dial tone.  She looks completely confused and hurt.

                                                                CUT TO:

     INT. HOLIDAY INN/BANQUET ROOM - BACK TO SCENE

     Frank speaking to the group:

                                FRANK
                      Let her wonder what she did wrong.

     CAMERA DOES A SLOW DOLLY IN.  Frank's tone changes a bit, gets darker:

                                FRANK
                      This is the way...because they will
                      always wonder, "What did I do?" 
                      "What could I have done different?" 
                      "How should I behave to get this back?"
                      And if they think that way -- then they
                      are asking for you to hurt them and 
                      That Is What You Must Do.  That is what
                      you must do which is punish them many,
                      many times over.

                                                                CUT TO:

     INT. CEDARS SINAI MEDICAL CENTER - HALLWAY - DAY

     CAMERA pushes in as LINDA walks towards us, down the same 
     hallway we saw Jimmy Gator walking down earlier, she heads
     into an office -- 

                                                                CUT TO: 

     INT. DOCTOR'S OFFICE/RECPETION AREA - MOMENTS LATER

     CAMERA pushes in on Linda as she enters, WHIPS over to a
     RECEPTIONIST who looks up;

                                RECEPTIONIST
                      Mrs. Partridge --

                                LINDA
                      I'm here and I need to see him.

                                                                CUT TO: 

     INT. DOCTOR'S OFFICE - MOMENTS LATER

     Quick shots get them in the room:  DR. LANDON (40s) sits
     across from LINDA, who's in semi-hysterics, pacing; 

                                LINDA 
                      -- he's fucking dying, he's dying
                      as we're sitting here and there
                      isn't a fucking thing -- jesus, 
                      how can you tell me to calm down? 

                                DR. LANDON 
                      I can help you through this the 
                      best I know how but there are certain
                      things you are gonna have to be 
                      strong about and take care of, now
                      we can go over them, but I need to 
                      know that you're listening to me, ok? 

                                LINDA 
                      I just, I just -- I just -- I'm just
                      in a fucking state, I know he's 
                      going and it's like I don't know how
                      -- just tell me practical things -- 
                      What the fuck do I do with his body? 
                      What happens when he dies? That next moment:
                      What? What do I do?  Then What? 

                                DR. LANDON 
                      Well that's what Hospice will take care of
                      for you.  They will send a nurse, someone 
                      who can take care of all of that for you -- 

                                LINDA 
                      He has Phil right now.

                                DR. LANDON 
                      Phil's one of the nurses from the service? 

                                LINDA 
                      Yeah.

                                DR. LANDON 
                      If you're happy with Phil taking care
                      of him and helping you, that's fine, 
                      but contact Hospice to arrange for the body -- 

                                LINDA 
                      -- you don't understand: it's more pain 
                      than before and the fucking morphine pills
                      aren't working, he's -- past two days it's 
                      like he can't really swallow them and I don't 
                      know if they're going down -- I can't see inside
                      his mouth anymore -- I'm up all night staring
                      at him and I don't think the pills are going
                      down and he moans and he hurts -- 

                                DR. LANDON 
                      We can fix that, because I can give
                      you -- are you listening? 

                                LINDA 
                      I'm listening.  I'm getting better. 

                                DR. LANDON 
                      Do you wanna sit down? 

                                LINDA 
                      I need to sit down.

                                DR. LANDON 
                      Ok. Linda:  Earl is not gonna make it.
                      He's dying. He is.  He is dying very,
                      very rapidly -- 

     She breaks a bit more.

                                DR. LANDON 
                      Now the thing here is making that experience 
                      as painless and easy as possible for him, 
                      you understand?  Now you need to get in touch 
                      with Hospice care because they can take care of
                      all those practical things that you're asking 
                      me about -- they are who you call when he dies. 

     He writes a number on his bussiness card, hands it over as they speak;

                                DR. LANDON 
                      This is the number for Hospice.
                      Ok. Now. As far as the morphine pills go,
                      there is something else to consider that
                      can take the pain away that he is in,
                      there is a very strong and very potent solution
                      of liquid morphine....it's a little bottle,
                      with an eye dropper and it's easy to get in
                      his mouth and drop on his tounge and 
                      it will certainly diminish the pain that
                      he is in but you have to realize that
                      once you give it to him; there really 
                      is no coming back, I mean, it will certainly
                      cure his pain, but he will float in and 
                      out of consciousness, even worse than he
                      is now, Linda.  I mean, any sign of the 
                      recognizable Earl will pretty much go away -- 

                                LINDA 
                      -- how the fuck can I say anything 
                      to that -- I don't know what to say to that -- 

                                DR. LANDON 
                      The job here is to make him as comfortable 
                      as possible -- right now -- our job is to just
                      try and make it as painless as possible.
                      Right?  You understand? 

     CAMERA pushes into an EXTREME CLOSE UP on Dr. Landon's hands writing
     the perscription for the liquid morphine....hands it to Linda....

                                                                CUT TO:

     INT. JIMMY'S JAGUAR - PARKED - DAY

     CAMERA holds a CU on Jimmy sitting behind the wheel.  He hesitates
     a moment, exits the car. 

                                                                CUT TO: 

     EXT. CLAUDIA'S APARTMENT/STAIRWELL - MOMENTS LATER

     CAMERA holds looking down a staircase.  Jimmy enters FRAME, walks
     up to the second floor, stands a moment, then knocks.

                                                                CUT TO: 

     INT. CLAUDIA'S BEDROOM - THAT MOMENT

     CAMERA DOLLIES in on the bed.  Claudia's asleep.  The MIDDLE AGED GUY is 
     lying next to her in his underwear.  He hears the door, wakes.

                                                                CUT TO: 

     EXT./INT. CLAUDIA'S APARTMENT - THAT MOMENT

     Jimmy knocks again....after a BEAT...the door is opened by the MIDDLE
     AGED GUY.  He stands in his underwear.

                                MIDDLE AGED GUY
                      Hello? 

                                JIMMY 
                      Hello.  Is Claudia here? 

                                MIDDLE AGED GUY
                      She's asleep. 

     BEAT. 

                                JIMMY 
                      Are you her boyfriend? 

                                MIDDLE AGED GUY 
                      You're Jimmy Gator, right? 

                                JIMMY 
                      Yes.  What's your name? 

                                MIDDLE AGED GUY
                      I'm Bob. 

                                JIMMY 
                      You're her boyfriend? 

                                MIDDLE AGED GUY 
                      No, I'm just a friend.  What are you 
                      doing here, I mean...you know Claudia? 

                                JIMMY
                      I'm her father. 

     The Middle Aged Guy looks a bit confused. 

                                JIMMY
                      Can I come in?

                                MIDDLE AGED GUY
                      Yeah.  She's sleeping now, I mean -- 

     Jimmy steps inside, looks around the place, sees the coke and some pot
     and pills sitting out on the coffee table. 

                                MIDDLE AGED GUY
                      Want me to wake her up? 

                                JIMMY 
                      I'II go....is it...back here? 

     The Middle Aged Guy points Jimmy to the back bedroom. 

     INT. CLAUDIA'S BEDROOM - THAT MOMENT

     Claudia is asleep. Jimmy enters, stands near the edge of the bed.
     After a moment, Claudia's eyes open, look over and see Jimmy.

                                CLAUDIA
                      ...what the fuck is this...? 

                                JIMMY 
                      It's me.  Claudia.  It's me. 

     She sits up a bit, covers herself, looks past him and sees the
     Middle Aged Guy, sitting in his underwear in the living room,
     watching them.  She looks back to Jimmy; 

                                CLAUDIA 
                      What do you want? Why are you here? 

                                JIMMY
                      I'd like to talk to you.  Your boyfriend
                      let me in, I just knocked on the door -- 

                                CLAUDIA 
                      He's not my boyfriend.

     Jimmy hesitates a beat, then:

                                CLAUDIA 
                      Wanna call me a slut now, something?

                                JIMMY
                      No.  No. 

     She starts to move towards tears, nervousness;

                                CLAUDIA 
                      What the fuck do you want?

                                JIMMY 
                      I want to sit.  I want to talk to you. 

                                CLAUDIA
                      Don't sit down. 

                                JIMMY 
                      ...I want to....I want so many things, Claudia.
                      Maybe we can just talk to straighten
                      our things out....there are so many
                      things that I want to tell you -- 

                                CLAUDIA 
                      I don't wanna talk to you.

                                JIMMY 
                      Please.  It doesn't have to be now. 
                      Maybe we can make a date to sit down, 
                      I didn't mean to walk in on you like this -- 

                                CLAUDIA 
                      Why are you here, why are you doing this?
                      Coming in here -- you wanna call me a whore? 

                                JIMMY 
                      I don't want you to think that I'm that
                      way to you -- I'm not gonna call you
                      a slut or something -- 

                                CLAUDIA 
                      Yeah, yeah right -- what the fuck are 
                      doing?  WHAT THE FUCK ARE YOU DOING IN MY HOUSE? 

                                JIMMY 
                      Don't yell, honey.  Please don't go crazy -- 

                                CLAUDIA 
                      I'M NOT CRAZY.  Don't you tell me I'm crazy. 

                                JIMMY 
                      I'm not saying that, I'm sorry -- 

                                CLAUDIA
                      I'M NOT CRAZY.  You're the one.  You're
                      the one who's wrong.  You're the one -- 

                                JIMMY 
                      I have something, so much -- I'm sick, Claudia.
                      I'm sick. 

                                CLAUDIA 
                      Get out of here, get the fuck out of
                      my house -- 

                                JIMMY 
                      Now STOP IT and LISTEN to me right now.
                      I AM DYING, I GOT SICK...now I fell
                      down and I'm Not...DON'T -- 

                                CLAUDIA
                      GET THE FUCK OUT. 

                                JIMMY 
                      I'm dying, Claudia.  I have cancer.
                      I have cancer and I'm dying, soon. 
                      It's metastasized in my bones and I -- 

                                CLAUDIA 
                      FUCK YOU.  FUCK YOU, YOU GET OUT. 

                                JIMMY 
                      I'm not lying to you, I'm not -- 

                                CLAUDIA 
                      FUCK YOU.  YOU GET THE FUCK OUT OF HERE.

                                JIMMY
                      baby, please, please -- 

                                CLAUDIA 
                      I'M NOT YOUR BABY, I'M NOT YOUR GIRL.
                      I'm not your fuckin' baby -- 

     She moves up in the bed, exposes a bit of her breast, tries to
     cover herself --

                                JIMMY 
                      Please put your clothes on, please -- 

                                CLAUDIA
                      YOU BURN IN BELL.  You burn in hell 
                      and you deserve it -- YOU GET THE FUCK OUT.

                                JIMMY
                      Honey. 

                                CLAUDIA
                      GET OUT. 

     BEAT.  He stands a moment. 

                                JIMMY 
                      Your mother wants to hear from you -- 

                                CLAUDIA 
                      GET THE FUCK OUT OF HERE.

     He walks out of the bedroom, past the MIDDLE AGED GUY, who's
     sitting on the couch. 

                                JIMMY
                      I'm sorry. 

                                MIDDLE AGED GUY
                      It's alright. 

     Jimmy exits.  Claudia is shaking and crying and holding herself
     in the covers of the bed. 

     The Middle Aged Guy snorts a line of coke, looks into her; 

                                CLAUDIA 
                      Can you get your shit and leave, please? 

                                                                CUT TO: 

     INT. SOLOMON AND SOLOMON ELECTRONICS - DAY

     CAMERA pushes in as Donnie Smith runs in the door, brushes his
     hair back, etc.  This is a "Good Guys" type electronics place.
     He rushes towards the back.

     ANGLE, DOOR TO BACK ROOM.
     CAMERA pushes in real quick and tilts down as Donnie reaches
     to his belt and his KEY HOLDER (one of those attached to string
     on the belt) He inserts the KEY. 

                                                                CUT TO: 

     INT. BACK HALLWAY - SOLOMON AND SOLOMON - THAT MOMENT

     Donnie enters, walks swiftly down the hall to another door.
     Just before he reaches it, AVI SOLOMON (30s) appears at the
     end of the hall. 

                                AVI
                      Don. 

     Donnie stops short, looks.  Avi gives him the "follow me" finger. 

                                DON 
                      Hey, Avi.  I'll be right there.

     Avi goes back in the room he came from.  Donnie does the
     KEY and CODE thing now on this door.

                                                                CUT TO: 

     INT. DRESSING ROOM/EMPLOYEE LOUNGE - MOMENTS LATER

     Donnie is changed into his Solomon and Solomon Electronics vest
     and name tag.  He brushes himself up, sweating a bit. (Note:ON HIS BACK) 

                                DONNIE 
                      This is going to be ok. This is. This is.

                                                                CUT TO:

     INT. SOLOMON'S OFFICE - MOMENTS LATER

     Donnie sitting across the desk from SOLOMON SOLOMON (40s) owner
     of the store. Avi, his brother, stands nearby. 

                                DONNIE
                      ...please... 

                                SOLOMON 
                      Don't Donnie. Don't do it. 

     Donnie swells up a bit, about to cry. 

                                DONNIE 
                      This is so fucked, Solomon.
                      I don't deserve this. 

                                SOLOMON 
                      Don't get strong, Donnie. This is making
                      sense, this making a lot of sense.
                      You are not doing the job, the job
                      I ask you to do, a job I give you. 
                      Over and over and over and I'm sorry.
                      But I'm not gonna say I'm sorry that
                      much more.

                                DONNIE 
                      Solomon: I am in the middle of so much.
                      So much in my life and this is -- 
                      If you do this, if you fire me: I Am Fucked.
                      I can't really explain much, but please,
                      please, I've worked here for four years,
                      four years I've given you and I'm, I'm,
                      I mean what?  I'm sorry I was late. 
                      I had a car accident.  I accidentaly 
                      drove into a seven-eleven. It was not
                      my fault. 

                                AVI
                      Who's fault was it, Don? 

                                SOLOMON 
                      Avi, please, shut the fuck up for
                      one second. Don, how much further 
                      do you want me to go in showing you,
                      showing you what I've done for you
                      in four years and what you've done 
                      back?  Do you want me to do it? I can. 
                      The loans I've given, how much your sales 
                      are, how late you are, over and over, loosing
                      the keys to the Covina store -- 

                                DONNIE
                      I don't have any money, Solomon.
                      If you fire me -- 

                                SOLOMON 
                      -- I give you money, I give you a paycheck.
                      Your sales suck, Don. I give, I give.
                      When I find you, when I meet you,
                      what? I put you on the billboard, 
                      I put you in the store, my salesman,
                      my fucking representation of Solomon 
                      and Solomon Electronic, Quiz Kid Donnie Smith
                      from the game show -- 

                                DONNIE 
                      I lent my name, my celebrity. Exactly -- 

                                SOLOMON 
                      FUCK YOU.  I pay you, I paid you.
                      I give you a fucking chance and 
                      a chance and over and over, over you 
                      let me down.  I trust you with so much. 
                      The keys to my store, the codes to my locks,
                      the life, the blood of my bussiness and 
                      return is smashing in seven-eleven, late,
                      always late, loans -- I loaned you money
                      for your kitchen that you never did -- 

                                DONNIE
                      I paid you back. 

                                SOLOMON 
                      Two years! Two years later and out of your
                      paycheck, I never charge interest -- 

                                DONNIE 
                      Solomon, please.  Please.  I am so fucked 
                      here if you do this.  This is the worst timing.
                      The worst timing I could ever imagine. 
                      I need to keep working.  I have so many
                      debts, so many things, I have, I have,
                      I have -- I have surgery -- I have my
                      oral surgery coming -- 

                                AVI
                      What surery? 

                                DONNIE 
                      Oral surgery.  Corrective teeth surgery.

                                SOLOMON
                      What is that? 

                                DONNIE
                      Braces. 

                                SOLOMON
                      Braces?

                                DONNIE
                      Yes. 

                                SOLOMON 
                      You don't need braces. 

                                DONNIE
                      Yes I do. 

                                SOLOMON 
                      Your teeth are fine. 

                                AVI
                      Your teeth are straight.

                                DONNIE 
                      I need corrective oral surgery.
                      I need the braces. 

                                AVI 
                      Don, you got hit by lightning that 
                      time in Tahoe, you went on vacation, 
                      I don't think braces is a good idea -- 

                                DONNIE 
                      I can't believe you're gonna do this 
                      to me, the situation I'm in, I don't -- 
                      Avi: You know what?  Being hit by lighting
                      doesn't matter for getting braces, ok?
                      Now Solomon, let me just ask you once:
                      Please. Please. Don't do this. 

                                AVI 
                      How are you paying tor the braces, Donnie? 

                                DONNIE
                      I don't know.

                                SOLOMON 
                      And how much is braces? 

                                DONNIE 
                      It's...doesn't matter....

                                AVI 
                      It's like five thousand dollars,
                      I've seen it, I know -- 

                                SOLOMON 
                      You're pissing me off, Don.  This is
                      so unbelievable -- so fucking stupid, 
                      you're gonna spend five thousand dollars 
                      on braces you don't need -- 

                                DONNIE
                      I've been a good worker -- 

                                SOLOMON 
                      Don't do this, Don. 

                                AVI 
                      No need for braces, Donnie. 

                                SOLOMON 
                      Where are you getting the money for this? 

                                DONNIE
                      I don't know. 

                                SOLOMON 
                      You were gonna ask me weren't you? 

                                DONNIE 
                      I've been a good worker, Solomon.
                      A hard and loyal -- 

                                AVI 
                      No need for braces, Donnie. 

                                DONNIE 
                      THAT'S NONE OF YOUR BUSSINESS. 
                      I HAVE BEEN A GOOD WORKER, A GOOD AND 
                      LOYAL WORKER FOR YOU, YOU FUCKING ASSHOLE.

                                AVI 
                      HEY FUCK YOU DON WATCH IT NOW. 

                                SOLOMON 
                      Give me your keys, Don. 

                                DONNIE 
                      PLEASE DON'T DO THIS!

                                SOLOMON 
                      GIMME YOUR FUCKIN' KEYS.

     BEAT.  Donnie tries to calm himself, hold back tears, stands up. 
     He struggles with his KEY CHAIN and finally after a bunch
     of moments, hands over six or seven keys.

     CU. INSERT, KEYS. placed on the desk. 

                                                                CUT TO: 

     INT. APARTMENT COMPLEX/NORTH HOLLYWOOD - THAT MOMENT

     CAMERA hangs inside bedroom w/Detectives and Investigators and 
     County Coroner folks as we go through in a series of quick shots.
     (Director's Note: very technical here. Snapshots, ECU's on body,
     procedure, etc.) * See County Coroner videotape. 

     IN THE LIVING ROOM

     CAMERA pushes in past DETECTIVES and OFFICERS who are exchanging
     information...CAMERA moves towards Jim Kurring, standing off a bit 
     now, usless to the investigation as far as everyone else is concerned,
     but listening carefully to what they say: 

                                OFFICER
                      Identified as Porter Parker, aged 59.
                      Better known as the dead guy in the closet.
                      So says the building guy, this is her
                      husband -- 

                                DETECTIVE #2
                      -- he's doesn't live here, but he comes
                      around, raises shit, screaming, yelling,
                      something or other --

                                OFFICER
                      There's a son, apparently.  And a kid.

                                DETECTIVE #1
                      Her son?
 
                                OFFICER
                      Her son, that's right...and the kid.
                      And they were here and around and
                      from late last night and through the
                      morning, it's screaming and yelling --

                                DETECTIVE #1
                      And Where Are They?

                                DETECTIVE
                      -- they are not to be found.

                                CORONER WOMAN
                      -- she's got six hundred dollars and
                      a large box of condoms next to the bed --

                                OFFICER #1
                      And three wedding rings.

                                DETECTIVE #1
                      Ok.

                                CORONER WOMAN 
                      -- guys come in, out and around all day,
                      this is the building guy talking --

                                OFFICER 
                      The building guy says The Son and The
                      Closet guy are always goin' at it --

                                CORONER WOMAN
                      That's right. 

                                DETECTIVE #1 
                      And what is she saying? 

                                OFFICER 
                      Not a god damn thing.

     CAMERA lands CU on Jim Kurring.

     ANGLE, COURTYARD AREA - THAT MOMENT
     Another set of Detectives/Officers/Investigators are standing
     over Marcie, who sits handcuffed.  She has her best, "I'm not
     saying anything" face on.  Again, they're OC througout;

                                OFFICER #2
                      Why did you kill him, Marcie?

                                DETECTIVE #3
                      Did you kill him? 

                                OFFICER #2 
                      Did he hurt you, did he do something? 

                                DETECTIVE #4
                      How long's he been in there?

                                DETECTIVE #3
                      You're hurting yourself, Marcie. 

                                OFFICER #3 
                      You have the dead body of your husband 
                      in the closet of your apartment, Marcie. 

                                OFFICER #2
                      That Is Not Good. 

                                DETECTIVE #3 
                      You hit him with the ashtray,
                      you strangled him --

                                DETECTIVE #4 
                      -- tell us he fell and hit his head,
                      but tell us something, Marcie. 

                                OFFICER #2 
                      Why did you kill him? 

     The Main Detective from previous steps into FRAME, says:

                                DETECTIVE #1 
                      -- Marcie: Where's your son?  Marcie? 
                      Marcie?  Marcie tell us where your Son is now.
                      Marcie tell us where your son is. 

     CAMERA arrives CU on Marcie. 

                                MARCIE 
                      I wanna talk to my motherfuckin' lawyer.

     ANGLE, STREET OUTSIDE APARTMENT COMPLEX - LATER
     The investigation is wrapping up now and CAMERA (STEADICAM)
     moves with Jim Kurring as he heads towards his squad car, 
     talking into his WALKIE TALKIE. (Dir. Note: technical info re:
     disturbance at adress/Jim takes call/etc.)

                                WALKIE VOICE
                      ...4277 Tujunga...

                                JIM KURRING
                      10-4.

     Out of the group of neighborhood lookie-lo's comes a little black
     kid who starts walking alongside Jim Kurring as they head away 
     from the scene -- this is DIXON, age 10.  He's very small for his age
     and he carries one of those boxes filled with Candy Bars he's trying
     to sell.  They walk/talk;

                                DIXON 
                      How much you pay me for my help? 

                                JIM KURRING 
                      I think it's more complicated
                      than that little man. 

                                DIXON 
                      Put me on the payroll, find out,
                      find out wassup -- 

                                JIM KURRING 
                      You don't just sign up to be a police
                      officer -- it's about three years of
                      training -- ok?

                                DIXON 
                      I'm trained, I'm ready to go, you wanna
                      buy some candy to help underprivelaged
                      youth in the -- 

                                JIM KURRING
                      Sorry, little man. 

                                DIXON 
                      You wanna take my statement, I'll 
                      perform for you, gotta get paid though,
                      gotta get PAID. 

                                JIM KURRING 
                      Why the hell aren't you in school?

                                DIXON 
                      No school today.  My teacher got sick. 

                                JIM KURRING 
                      They don't have substitute teachers
                      where you go to school?

                                DIXON 
                      Nope.  So what'd they find out in there? 

                                JIM KURRING 
                      That's confidential information, little man. 

                                DIXON 
                      Tell me what you know, I'll tell you 
                      what I know --

                                JIM KURRING
                      No Can Do.

                                DIXON 
                      Leave this one to the detectives, 
                      they ain't gonna solve shit, I can 
                      help you, make you the man with a plan,
                      give you the gift that I flow -- think 
                      fast -- you wanna know who killed that guy? 

     Jim Kurring stops at his Squad Car, turns to Dixon; 

                                JIM KURRING 
                      Ok. Listen. You: c'mere. 

                                DIXON
                      No. 

                                JIM KURRING 
                      You wanna disrespect an officer of the law? 

                                DIXON 
                      I can help you solve the case,
                      I can tell you who did it. 

                                JIM KURRING 
                      Are you a joker? huh? Tellin' jokes? 

                                DIXON
                      I'm a rapper. 

                                JIM KURRING 
                      Oh, you're a rapper, huh?  You got a
                      record contract?

                                DIXON 
                      Not yet -- "give you the clue for 
                      the bust if you show me some trust --"

                                JIM KURRING 
                      Have you ever been to Juvenille Hall? 

                                DIXON
                      I ain't fuckin with you -- 

                                JIM KURRING
                      Hey. Watch the mouth. Watch it. 

                                DIXON 
                      C'mon, man, just watch me, watch and listen -- 

                                JIM KURRING 
                      Go. Hurry up. Let's go. 

     Dixon places his box of candy down and starts dancing around.
     Jim Kurring stands beside his squad car.

                                DIXON 
                      Presence - with a double ass meaning 
                      gifts I bestow, with my riff, and my flow
                      but you don't hear me though
                      think fast, catch me, yo 
                      cause I throw what I know with a 
                      Resonance - fo'yo'trouble-ass fiend in 
                      weenin yo-self off the back of the shelf
                      Jackass crackas, bodystackas 
                      dicktootin niggas, masturbatin' yo trigga
                      butcha y'all just fake-ass niggas -- 

                                JIM KURRING 
                      -- watch the mouth, homeboy, I don't
                      need to hear that word -- 

                                DIXON 
                      -- livin' to get older 
                      with a chip on your shoulder 
                      'cept you think you got a grip,
                      cauze you hip gotta holster? 
                      Ain't no confessor, so busta, you best just 
                      Shut The fuck up, try to listen and learn -- 

                                JIM KURRING 
                      Alright, alright, cut it, coolio.
                      That's enough with the mouth and
                      the language.

                                DIXON
                      I'm almost done. 

                                JIM KURRING
                      Finish it up without the lip. 

                                DIXON 
                      Check that ego - come off it -
                      I'm the profit - the proffesor 
                      Ima teach you 'bout The Worm,
                      who eventually turned to catch wreck
                      with the neck of a long time oppressor 
                      And he's runnin from the devil, but the
                      debt is always gaining
                      And if he's worth being hurt, he's worth 
                      bringin' pain in -
                      When the sunshine don't work, the Good Lord
                      bring the rain in. 

     HOLD ON KURRING.

                                DIXON
                      Now that shit will help you SOLVE the case.

                                JIM KURRING
                      Whatever that meant, I'm sure it's
                      real helpful Ice-T.

     Kurring gets behind the wheel, Dixon hustles over;

                                DIXON
                      Did you listen to me?

                                JIM KURRING
                      I was listening --

                                DIXON
                      -- I told you who did it and you're not
                      listening to me.

                                JIM KURRING
                      -- and I'm through playin' games.

     Kurring closes his door and drives off...(Director's Note: Reference
     notes for SOUND design here, carries over cut...)

                                                                CUT TO:

     MUSIC QUE starts, builds over the following cut and through sequence;

     INT. SCHOOL LIBRARY - DAY                            Sequence C

     CAMERA PUSHES IN SLOW on STANLEY as he sits at a desk...piles of
     books spread out in front of him....

     OVERHEAD ANGLE, LOOKING STRAIGHT DOWN ONTO:
     All the books he has in front of him, we catch glimpses of things:

     "How Things Work"  "Forensic Studies" "The Guiness Book of World 
     Records"  "The Natural History of Nonsense"  "Weather"  "Learned Pigs..." 

     INSERT, CU. IMAGES of the book about weather.  CAMERA scans, dissolves
     and moves around various images of ancient BAROMETERS, HYGROMETERS
     from the 1700's.  We see 16th Century French comic strips regarding
     weather as cartoon characters.  Aristotle pointing to the sky. 
     Scan past the words, "...our quest to understand and predict the
     weather reaches back to the Stone Age..."

     CU - Stanley's face as he reads. SLOW ZOOM IN.
     CU - School Bell RINGS.
     CU - He grabs his books.

                                                                CUT TO:

     EXT. SCHOOL - PICK UP AREA - MOMENTS LATER

     CAMERA (STEADICAM) follows behind Stanley as he heads, with all his
     backpacks, towards Rick, who's waiting in the car --

                                RICK
                      C'mon, man. 

                                STANLEY 
                      You're late, not me. 

                                RICK 
                      You coulda been in front -- 

                                STANLEY 
                      -- I didn't see you from the window. 

     Rick helps him get the bags in the car.  CAMERA stays real TIGHT 
     following STANLEY'S FACE....he sits in the car....OC we hear Rick 
     getting in the driver's seat and starting the enqine...little droplets 
     of RAIN start to fall on the windshield....

                                RICK (OC)
                      You ready to keep winning? 

                                STANLEY
                      Sure. 

     STANLEY is driven away, OUT OF FRAME.

                                                                CUT TO: 

     EXT. SKY - DAY

     CAMERA looking straight up. It starts POURING RAIN real hard
     right INTO CAMERA....SLOW ZOOM IN....hold until it's just a
     WASH OF WATER. 

     Title Card reads:      Temperature/Percipitation reading/
                           wind direction/weather info/humidity/etc

                                                     QUICK DISSOLVE TO: 

     EXT./INT. TELEVISION STUDIO - SECUIRTY ENTRANCE - MOMENTS LATER
 
     CAMERA (STEADICAM) follows behind Stanley and Rick as they run
     in from the rain, through some sliding glass doors, past a SECURITY
     GAURD who buzzes them into another set of doors -- 

     They enter a hallway with a bunch of production offices, walking
     swiftly, shaking their wet clothes....the contestant coordinator
     comes walking towards them: CYNTHIA (30s)

                                CYNTHIA
                      There you are, there you are.

                                RICK
                      Sorry we're late, Cynthia. 

                                CYNTHIA 
                      Nothin' to it, no problem.
                      How you doin' Stanley? 

                                STANLEY 
                      I'm fine. Yes. I'm fine. 

                                CYNTHIA 
                      Ready to go,go,go?

                                STANLEY 
                      Where's Richard and Julia? 

                                CYNTHIA 
                      They're here, they're fine.
                      In the dressing room.
                                (to Rick)
                      See you later -- 

     Rick gives Stanley a pat on the head; 

                                RICK 
                      Go to it, handsome. 

                                STANLEY 
                      See you.

     CAMERA holds with Rick, does a 180 around him, he turns his
     back to us now, walks a bit, enters a door, into -- 

     THE PARENTS GREEN ROOM

     Rick greets the other two kids parents: RICHARD'S MOM (overhweiqht, 50s)
     and RICHARD DAD (same) JULIA'S DAD and JULIA'S MOM (50s) 

                                RICK 
                      Who's ready to beat the record? 

                                RICHARD'S MOM
                      Jesus you scared us! 

                                JULIA'S DAD
                      That was close. 

                                RICK 
                      It's fuckin cats and dogs out there --

                                JULIA'S DAD
                      Cats and Dogs, indeed. 

     CAMERA picks up with a young PRODUCTION KID who drops some coffee 
     off for JULIA'S MOM...follow him back out into the hallway -- CAMERA
     branches off from him -- moves down another corridor and picks back
     up with STANLEY and CYNTHIA as they walk and talk; 

                                STANLEY 
                      Where's the news department at this studio? 

                                CYNTHIA
                      It's upstairs. 

                                STANLEY 
                      Have you ever been there? 

                                CYNTHIA
                      Sure, why? 

                                STANLEY 
                      I'm wondering about the weather 
                      department. I'm wonderin' wether 
                      or not the weather people use outside
                      meteorlogical services or if they
                      have in-house instruments?

                                CYNTHIA 
                      I can check on that for you, maybe
                      we can take a tour --

                                STANLEY
                      Ok. 

     They pass CAMERA which picks up now with a woman MARY (40s)
     This is Jimmy Gator's assistant...she walks to his dressing
     room door and knocks -- 

                                JIMMY (OC) 
                      Come in. 

     Mary enters the room.  Jimmy is getting dressed in his outfit
     for the show* and starting to take shots of Jack Daniel's. 

                                MARY 
                      Rose is on the phone and here's
                      the cards for today --

                                JIMMY 
                      Fifteen minutes ago, where were
                      those cards? 

                                MARY
                      I'm sorry. 

                                JIMMY 
                      I need you to get me Paula -- 

                                MARY 
                      You want her right now? 

                                JIMMY 
                      Yes. Now. Find her. She's somewhere
                      in the building -- 

                                MARY 
                      We're on the air in twenty minutes, Jimmy. 

                                JIMMY 
                      Find her, get her and tell her I want
                      to talk to her, Mary.  Fucking hell. 

     He picks up the phone. 

                                JIMMY
                      Hello? 

                                                              INTERCUT:

     INT. JIMMY'S HOUSE - THAT MOMENT

     CAMERA PUSHES in on ROSE (Jimmy's wife) as she sits in the kitchen
     on the phone to him.  A MAID does some work in the b.g. 

                                ROSE
                      How you doing? 

                                JIMMY
                      I'm drinking. 

                                ROSE 
                      Slowly or quickly? 

                                JIMMY
                      As fast as I can. 

                                ROSE 
                      Come home soon after the show. 

                                JIMMY 
                      I went to see her -- some fuckin'
                      asshole answers the door in his 
                      underwear, he's fifty years old,
                      there's coke and shit laid out
                      on the table -- 

                                ROSE 
                      -- did she talk to you? 

                                JIMMY 
                      She went crazy.  She went crazy, Rose. 

                                ROSE 
                      Did you tell her? 

                                JIMMY 
                      I don't know.  I have to go, I don't
                      have time and I have more drinking
                      to do before I go march -- 

                                ROSE
                      I love you. 

                                JIMMY
                      Love you too.. 

                                ROSE
                      Bye. 

     HOLD with Rose. 

                                                                CUT TO: 

     EXT. CLAUDIA'S APARTMENT - THAT MOMENT

     CAMERA holds a moment on the building.  JIM KURRING pulls his squad 
     car INTO FRAME, looks at the building.

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     CAMERA dollies in quick on Claudia as she snorts a line of coke.
     She has some music BLASTING.

                                                                CUT TO: 

     EXT. CLAUDIA'S APARTMENT - THAT MOMENT

     CAMERA (STEADICAM) follows behind Jim Kurring as he heads up the 
     pathway, up the stairs and lands at her door.  He knocks.

                                                                CUT TO:

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     Claudia jumps -- turns her head to the door.  She sniffs a bit,
     yells over the blasting music;

                                CLAUDIA
                      ...Hello...? 

                                JIM KURRING (OC)
                      LAPD. Open the door.

     She looks through her peep-hole, sees Jim Kurring.  She turns looks
     at her coffee table:  It's full of coke, pills and pot, etc. 

                                CLAUDIA 
                      uh...uh...What is it? 

                                JIM KURRING 
                      It's the LAPD, can you open the door, please? 

     Claudia rushes over to the table of drugs and starts to scoop
     things up in her arms -- 

                                CLAUDIA 
                      Just a minute just a...I have 
                      to get dressed -- (fuck,fuck,fuck)

                                                                CUT TO:

     EXT. MEDICAL BUILDING/SHERMAN OAKS - THAT MOMENT

     CAMERA pushes in on LINDA'S MERCEDES as it pulls into a parking 
     structure.  The RAIN is pouring down.  She steps out of the car -- 

                                                                CUT TO: 

     INT. MEDICAL BUILDING - MOMENTS LATER

     CAMERA pulls back as Linda exits some elevators, heads down a hall --

                                                                CUT TO: 

     INT. OFFICE/WAITING ROOM - MOMENTS LATER

     She enters a psychologist's waiting room. Three or four chairs
     and a LIGHT SWITCH that has a doctors name next to it.

     ECU - She flips the switch and a red light goes on. 

                                                           JUMP CUT TO:

     INT. PSYCHOLOGIST'S OFFICE - MOMENTS LATER

     A small, comfortable office space.  Linda is crying, talking,
     pacing.  The psychologist is a middle aged woman, DR. DIANE.
     As they talk, Dr. Diane writes a perscription;

                                LINDA 
                      I hate doing this, coming here
                      and not being able to talk -- 

                                DR. DIANE 
                      I understand, it's fine -- 
                      I wish the circumstance was better. 

                                LINDA 
                      I don't know what's gonna happen,
                      I really don't -- I'm so fucking, 
                      I feel so over the top with everything. 

                                DR. DIANE 
                      Mmm..Hmm.  Running out of your 
                      medication at all, let alone at 
                      a time like this could be drastic,
                      I'm glad you came in to see me,
                      as short as this has been -- 

     She hands over the perscriptions (x2) and is about to say another
     word -- but Linda SNATCHES the two small pieces of paper from
     her hand and heads for the door -- 

                                LINDA 
                      Thank you Doctor Diane -- 

                                SHRINK
                      Good luck with everything.

     ECU - Door slammed.

                                                                CUT TO: 

     INT. EARL'S HOUSE - DEN - THAT MOMENT

     CAMERA holds on PHIL.  SLOW ZOOM IN as he stands in front of
     the television, flipping stations.

     ANGLE, THE TELEVISION. 
     It's plays all sorts of various things.  Phil stops a few beats
     on each thing that looks vaguely like an infomercial. 

     He puts the remote down, exits the room.  CAMERA stays a moment,
     catches a glimpse of a promo for, "What Do Kids Know?"

     It's VARIOUS IMAGES of Stanley and the other kids answering 
     questions, with a calendar showing they've been at it for over
     seven weeks and total winnings moving towards $450,000.00

                                PROMO ANNOUNCER 
                      Can they do it?  Tune in live at three
                      o'clock and see if Stanley Spector and 
                      his brilliant friends Richard and Julia
                      can defeat todays adult challengers Mim,
                      Luis and Todd -- they're moving towards 
                      A Half A Million Dollar Team Total and
                      a "What Do Kids Know?" record -- 

                                                                CUT TO: 

     INT. EARL'S HOUSE/KITCHEN - MOMENT LATER

     Phil enters and picks up the phone. Dials a number. (Director's Note)

                                                              INTERCUT: 

     INT. PINK DOT - THAT MOMENT

     A young Mexican GIRL (20's) takes orders for delivery at pink Dot, 
     sits in front of a little computer. 

                                PINK DOT GIRL
                      Pink Dot.

                                PHIL 
                      Hi. I'd like to get an order for delivery. 

                                PINK DOT GIRL
                      Phone number.

                                PHIL
                      818-753-0088. 

                                PINK DOT GIRL
                      Partridge? 

                                PHIL
                      Yeah. 

                                PINK DOT GIRL
                      What would you like?

                                PHIL 
                      I'd like to get an order of...um...peanut butter. 

                                PINK DOT GIRL
                      Mmm.Hmmm. 

                                PHIL
                      Cigarettes. Camel Lights. 

                                PINK DOT GIRL 
                      mmm.hmm.

                                PHIL
                      Water. 

                                PINK DOT GIRL
                      Bottled Water? 

                                PHIL 
                      Um, no, y'know what? Forget the water,
                      just give me a loaf of bread...white
                      bread.

                                PINK DOT GIRL
                      Ok. 

                                PHIL 
                      And um....do you have Swank magazine? 

                                PINK DOT GIRL
                      Yeah. 

                                PHIL 
                      Ok. One of those. Do you have Ram Rod?
                      The magazine, Ram Rod? 

                                PINK DOT GIRL
                      Yeah.

                                PHIL 
                      Ok. One of those.  And...um...Barely Legal? 

                                PINK DOT GIRL
                      yeah. 

                                PHIL 
                      Do you have that?

                                PINK DOT GIRL
                      yeah, I said.  Is that it? 

                                PHIL
                      That's it. 

                                PINK DOT GIRL 
                      Do you still want the peanut butter,
                      bread and cigarettes ? 

                                PHIL
                      Yes. What? Yes. 

                                PINK DOT GIRL 
                      Total is $15.29.  Thirty minutes or less. 

                                PHIL
                      Thank you.

     Phil hangs up, looks to Earl.  CU - EARL. He's asleep, uncomfortably.
     CAMERA moves inside his chest.

                                                     QUICK DISSOLVE TO:

     INT. EARL'S BODY - THAT MOMENT

     CAMERA roams around a bit, watching the CANCER eat away at Earl's lungs.
     CAMERA MOVES BACKWARDS, pulling out;

                                                     QUICK DISSOLVE TO:

     INT. HOLIDAY INN/BANQUET ROOM - THAT MOMENT

     CAMERA pulls back from Frank, who heads offstage.  The AUDIENCE is 
     applauding him.  The sidekick, DOC takes the mic and makes an
     announcement about the one hour break/snacks served in lobby/etc.

     Frank hops offstage, greets Captain Muffy and Gwenovier;

                                CAPTAIN MUFFY 
                      Chief, this is Gwenovier from the show,
                      "Profiles," for the interview -- 

                                FRANK 
                      Hello, hello, I'm a bit out of breath
                      from all this work -- 

                                GWENOVIER 
                      That's fine.  It's nice to meet you. 

                                FRANK 
                      Are we gonna tape some stuff now? 

                                GWENOVIER 
                      If you're up to it, I've got us
                      set up in a suite upstairs -- 

                                FRANK 
                      You got us a room so quick? 

     Frank and Captain Muffy laugh at the joke.

                                FRANK 
                      I'm kidding of course. 

                                                                CUT TO:

     INT. HOTEL SUITE - MOMENTS LATER

     Frank is getting his mic put on, Gwenovier has a small VIDEO CREW
     with her.  They both get touched up for the interview, Frank's
     talking away; 

                                FRANK 
                      I swear to fucking-god, I do one-a-my
                      seminars, I'm Superaman! I'm Batman! 
                      I'm like a fucking action hero the way 
                      I feel afterwards, like I could walk out 
                      this door, down the street, pick up any fuckin'
                      pootie I see that has even one second to stop -- 

     Gwenovier gives a little snap and finger gesture to her CAMERAMAN
     to start rolling; 

                                GWENOVIER 
                      All it takes is one second?

                                FRANK 
                      Just one look, one hesitation, 
                      one subtle gesture for me to know --
                      And Bing-Bam-Boom I'm away on a 
                      tangent -- I get so fuckin' amped 
                      at these seminars and lemme tell you
                      why: Because I Am What I Believe.
                      I am what I teach, I do as I say, 
                      I live by these rules as religiously
                      as I preach them: And you wanna know 
                      what? I'm gettin' pussy left, right,
                      up, down, center and sideways. 

                                GWENOVIER 
                      I'm gonna start rolling -- 

                                FRANK 
                      -- go, go, go.  I'm givin' pearls here.
                      And I'II tell you samethin' else: 
                      I'm not succeding in the bush because
                      I'm Frank TJ Mackey.  If anything, 
                      there are women out there that want 
                      to destroy me -- it makes it twice as
                      hard for me, I run into some little 
                      muffin, knows who I am, knows my schemes
                      and plans -- shit, she's gonna wanna 
                      fuck around, prove to her friends, say,
                      "Yaddda-yadda-yadda, I saw that guy, he 
                      wasn't anything, didn't get me."  So me?
                      I'm runnin' on full throttle the whole 
                      fuckin' time.  Dodging bullets left and
                      right from terrorist blonde beauties.
                      But I'II tell you this: The battle of 
                      the bush is being fought and won by Team
                      Mackey.  Can I have a cigarette? 

                                GWENOVIER
                      Ok.  So, lemme just ask you a couple
                      questions to start --

     Captain Muffy hands Frank a cigarette, lights it for him.

     VIDEO CAMERA'S POV - It's zooms in to close up of Frank.  He exhales;

                                FRANK 
                      What do you want to know?

                                                                CUT TO:

     EXT. SMILING PEANUT BAR - THAT MOMENT

     CAMERA BOOMS DOWN and PUSHES IN on Donnie Smith's Honda Accord,
     with damaged front end, as it pulls into a parking space.
     It's POURING RAIN. (dir.note) 

     CAMERA lands in close.  Donnie sits a moment.  He plays his tape,
     "Dreams," sings along a bit, pep talks himself, does some deep 
     breathing, says; 

                                DONNIE 
                      Make it happen, make it happen and go,go,go. 

     He gets out of the car real quick -- 

                                                                CUT TO: 

     INT. SMILING PEANUT BAR - THAT MOMENT

     CAMERA (STEADICAM) pushes in as Donnie enters this dark little bar.
     It's not too crowded.  He takes off his wet coat, brushes his hair 
     back a bit and walks to an empty corner table --

     Donnie takes his seat and looks over to the bar -- CAMERA swings a 180,
     heads away from him -- it moves to the bar area and into:

     A young, handsome BARTENDER BRAD (20s) is pouring drinks.

     CAMERA picks up with a COCKTAIL WAITRESS (30s) who walks over and 
     brings us back to Donnie's booth -- 

                                COCKTAIL WAITRESS 
                      Hello.  You're back again, huh? 

                                DONNIE 
                      yeah, yes, hi, hello. 

                                COCKTAIL WAITRESS
                      -- can I get you? 

                                DONNIE
                      Diet Coke. 

     She exits.  Donnie lights a cigarette -- CAMERA blends from 24fps 
     to 40fps -- he looks across the room -- CAMERA swings 180 back towards
     the bar and pushes in towards -- 

     Bartender Brad takes the order from the Cocktail Waitress. 
     He nods, turns from her and smiles to reveal a full set of BRACES. 

     ANGLE, DONNIE.  CAMERA pushes in slow and he smiles, touches his
     hand to his mouth.

     DONNIE'S POV - The Bartender pours the coke, turns his attention towards
     an old-freaky looking Thurston Howell/Truman Capote/Dorothy Parker 
     type guy (60s) at the end of the bar, who raises his glass, motions as
     if to say, "Another one of these, please," while waving some money
     and smiling/flirting with Brad the Bartender. 

     Donnie's face drops.  CAMERA DOLLIES back a little bit and blends from
     40fps to 24fps.  The Cocktail Waitress arrives back; 

                                COCKTAIL WAITRESS
                      Diet Coke. 

                                DONNIE 
                      I want a shot of tequila too.

                                COCKTAIL WAITRESS
                      -- what kind? 

                                DONNIE 
                      It doesn't matter. 

     Donnie GLARES across the bar at BRAD and THURSTON as they flirt.

                                                                CUT TO: 

     INT. TELEVISION STUDIO/HALLWAYS - THAT MOMENT

     CAMERA leads/follows the kids from the show; STANLEY, RICHARD
     (overweight, 12) and JULIA (child-star-type 11).  They're led by
     CYNTHIA, down the corridors towards the main set --

                                JULIA 
                      Do you still have to do homework? 

                                RICHARD 
                      Not as much as I used to.  Ever since
                      we started, I haven't really gone in to 
                      school that much because I've been getting
                      more and more auditions -- 

                                STANLEY 
                      I don't have regular classes anymore. 

                                RICHARD
                      What do you do? 

                                STANLEY 
                      They just let me have my own study-time,
                      my own reading time in the library. 

                                RICHARD 
                      That's pretty cool. 

                                JULIA 
                      Do you have an agent, Stanley? 

                                STANLEY
                      No. 

                                JULIA 
                      You should get one, I'm serious, 
                      you could get a lot of stuff out of this -- 

                                STANLEY
                      Like what? 

                                RICHARD 
                      What do you mean, "like what?" 
                      -- you could get endorsments and shit -- 

                                CYNTHIA
                      -- Richard. 

                                RICHARD 
                      Bite it, Cynthia.  You could get free 
                      things from people that want you to
                      endorse their products.

                                JULIA
                      Commercials, a sitcom, an MOW or something. 

                                STANLEY
                      What's MOW? 

                                JULIA
                      Movie Of The Week.  I went up for
                      one this morning with Alan Thicke 
                      and Corey Haim --

                                RICHARD
                      Was it a call back?

                                JULIA
                      No.  But I probably will get a call back.

                                RICHARD 
                      If we beat the record, you might get
                      a call back -- 

                                JULIA 
                      I'll get it because I'm a good actress, Richard. 

                                RICHARD
                      Saucy-saucy. 

                                CYNTHIA
                      C'mon guys, settle down -- 

                                STANLEY
                      Cynthia? 

                                CYNTHIA
                      What? 

                                STANLEY 
                      How much time do we have? 

                                CYNTHIA 
                      Not enough, what do you want? 

                                STANLEY 
                      I should maybe go to the bathroom. 

                                CYNTHIA
                      Can you hold it? 

                                STANLEY
                      I don't know. 

                                CYNTHIA
                      Just hold it, you'll be fine. 

     They arrive and enter onto the stage -- CAMERA swings around, branches
     away from them and BOOMS UP to reveal the set; 

     There is a LIVE STUDIO AUDIENCE that's being settled into their seats.

     It's a three-camera set up with a FLOOR DIRECTOR roaming around,
     shouting orders, etc.

     There's a spot for the announcer, an old-pro named DICK JENNINGS (60s)
     Dick is in the middle of doing bad-comedy warm up for the studio
     audience.  He's had a few drinks, etc. 

     The STAGE itself is a cross between JEAPORDY/NEWLEYWED GAME/PRICE IS
     RIGHT.  There's a podium for Jimmy Gator.  One panel holds "The Kids,"
     and one panel holds, "The Adults."  There are chaser-lights all around
     and some of the design feels left over from the early days of the show.

     CAMERA hangs out with the KIDS as they are ushered into their panel,
     which at this moment faces away from the audience and is behind a
     curtain.  Julia turns her head, sees something:

                                JULIA 
                      Here they come -- 

     The ADULT CHALLENGERS are brought out by an assistant type and loaded
     into their panel.  The Adult Challengers are:

     Black woman named MIM MacNEAL(40s) 
     White guy with glasses TODD GERONIMO (20s)
     Puerto Rican guy named LUIS GUZMAN (40s) 

     The Adults give a couple small glares over to the Kids. 

                                RICHARD (sotto) 
                      Yeah, yeah, yeah, keep lookin'
                      tough-old folks. 

                                STANLEY 
                      They look pretty smart, I think. 

                                JULIA
                      No they don't -- 

                                RICHARD 
                      What are they gonna do -- beat us? 

                                STANLEY
                      Maybe.

                                JULIA 
                      We're not going out two days before 
                      we set the record, it's not gonna happen. 

                                RICHARD
                      When they want us done, they'll call 
                      in the Harvard S.W.A.T team or some shit. 

     CAMERA lands in CU on Stanley.  HOLD. BEAT. THEN: 

                                                                CUT TO: 

     INT. JIMMY'S OFFICE - THAT MOMENT

     Jimmy and a woman named PAULA (3Os) sit in his office. SLOW DOLLY IN
     ON EACH thru scene;

                                JIMMY
                      You look great.

     BEAT. 

                                PAULA 
                      What the fuck is this, Jimmy? 

                                JIMMY
                      ...you know... 

                                PAULA 
                      Did your wife find out? 

                                JIMMY
                      No. 

                                PAULA
                      Then what? 

                                JIMMY 
                      It's just...too late for me to be
                      fuckin' around.  I gotta stop. 
                      I gotta clean my brain of all the 
                      shit I've done that I shouldn't have done -- 

                                PAULA 
                      -- that you shouldn't have done? 
                      That you regret, what? This? What's
                      this? Fuck, man, c'mon.  Treat me 
                      like an asshole, but treat me like
                      an asshole. 

                                JIMMY 
                      I don't wanna have to lie to anyone. 
                      I don't want to hurt anyone else, anymore. 

     She doesn't respond. BEAT. THEN: 

                                JIMMY 
                      Thirty fuckin' years I've been with
                      Rose, don't -- y'know -- with 
                      this, and I know what you think -- 

                                PAULA 
                      All your other fluzzies? 

                                JIMMY
                      Yeah. Yes. 

                                PAULA
                      You're making me feel so dirty and shitty.
                      I feel like a big piece of shit right now. 

     BEAT. 

                                PAULA 
                      Are you gonna tell her what you've done? 

                                JIMMY
                      Yes. 

                                PAULA 
                      Will you say my name? 

                                JIMMY 
                      If she asks me any question I want
                      to tell her.  I want to tell her
                      everything I've done. 

                                PAULA 
                      Well can you do me one favor and
                      don't do that. 

     Jimmy doesn't answer.

                                PAULA 
                      Come and tell me it's over and I'll
                      walk away, Jimmy.  I've fucked you
                      behind your wife's back for three 
                      years, and you've fucked teenage girls
                      behind mine for the same amount of 
                      time -- I'll walk away, you need something
                      for your life, for your conscience,
                      but don't put me in the middle -- 

                                JIMMY
                      I won't. 

                                PAULA 
                      What happend to you? 

                                JIMMY 
                      I got in trouble at school. 

     She stands and walks over to him, moves to give him a hug. 

                                PAULA
                      Are you ok? 

                                JIMMY
                      Fuck no. 

     There's a KNOCK at the door and then it's opened by BURT RAMSEY (60s)
     He's the producer of the show; (WHIP TO HIM)

                                BURT 
                      Ready to run.  Paula.

                                PAULA
                      Burt. 

     Jimmy takes a quick shot, moves to Paula, gives her a tap on the
     cheek and says;

                                JIMMY (to Paula)
                      You're a good one arentcha? 

                                                                CUT TO:

     INT. TELEVISION STUDIO/HALLWAY - MOMENTS LATER

     Burt and Jimmy walking and talking (STEADICAM);

                                BURT
                      You smell like trouble -- 

                                JIMMY 
                      I'm fuckin' hammered, Burt. 

                                BURT
                      You ok? 

                                JIMMY
                      ooohhhhhh no. 

                                BURT (re: cards) 
                      Good.  You look these over? 

                                JIMMY 
                      It's been the same fuckin' thing for
                      thirty years, Burt -- 

                                BURT 
                      These adults are tough enough, I think
                      you'll be surprised -- the Mexican's
                      a bit of a question mark -- 

     Jimmy FALLS STRAIGHT TO THE FLOOR. 

                                BURT 
                      Fuck - fuck - fuck - Jimmy - 

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT. **

     Claudia finishes throwing her drugs into a dirty t-shirt and throwing
     that dirty t-shirt into her laundry basket.  Jim Kurring bangs away at
     the door. 

                                JIM KURRING (OC)
                      OPEN THE DOOR. 

                                CLAUDIA
                      I'm coming!

     She runs towards the door, takes a small fall on the way, recovers,
     opens up; 

                                CLAUIDA
                      Yeah. Hi. Hello. 

     REVERSE, CLOSE UP - JIM KURRING - 40fps. 
     CAMERA pushes in on him a little bit at his first sight of Claudia. 

                                JIM KURRING
                      ...yeah... 

                                CLAUDIA 
                      I'm sorry, I had to get dressed. 

     Wider Angle reveals Jim Kurring, in a bit of a daze, standing with 
     his BILLY CLUB removed and at the ready.  He stands back...they have
     SHOUT above the music;

                                JIM KURRING 
                      -- you the resident here? 

                                CLAUIDA
                      Yes. 

                                JIM KURRING
                      You alone in there? 

                                CLAUDIA
                      Yes. 

                                JIM KURRING 
                      No one else in there with you? 

                                CLAUIDA
                      No, what's wrong? 

                                JIM KURRING 
                      You mind if I come in, check things? 

                                CLAUDIA
                      For what? 

                                JIM KURRING 
                      Ok. For one thing, we're gonna 
                      need to turn that music down so
                      we can talk, ok? 

                                CLAUDIA
                      I'm sorry. 

     She turns and Jim Kurring moves to replace his billy club, but misses
     the holster and it FALLS straight to the floor, slides down the steps. 

     Claudia turns the music down, turns back and sees that he is gone.

     Jim Kurring grabs his billy club from the bottom of the steps and
     bounces back up and into the apartment as if nothing happend; 

                                JIM KURRING
                      You live alone? 

                                CLAUIDA
                      Yes. 

                                JIM KURRING
                      What's your name?

                                CLAUIDA
                      Claudia. 

                                JIM KURRING
                      Claudia What?

                                CLAUDIA
                      Wilson. 

                                JIM KURRING 
                      Ok.  Claudia Wilson: You tryin' to go deaf? 

                                CLAUDIA
                      What? 

                                JIM KURRING 
                      Did you hear what I said? 

                                CLAUDIA 
                      Yeah, but I don't know -- 

                                JIM KURRING 
                      -- listenin' to that music so loud:
                      You Tryin' To Damage Your Ears?

                                CLAUDIA
                      No. 

                                JIM KURRING 
                      Well if you keep listenin' to the
                      music that loud you're not only
                      gonna damage your ears but your
                      neighbors ears.

                                CLAUDIA 
                      I didn't realize it was that loud. 

                                JIM KURRING 
                      And that could be the sign of a damaged
                      ear drum, you understand? 

                                CLAUDIA
                      Yeah. 

                                JIM KURRING 
                      You got the TV on too, keep those
                      on at that same time usually? 

                                CALUDIA 
                      I don't know -- I mean.  What is this? 

                                JIM KURRING 
                      Have you been drinkin' today,
                      doin' some drugs? 

                                CLAUDIA
                      No.

                                JIM KURRING 
                      I got a call of a disturbance, screaming
                      and yelling, loud music.  Has there been
                      some screaming and yelling? 

                                CLAUDIA 
                      Yes.  I had someone come to my door, 
                      someone I didn't want here and I told them
                      to leave -- so -- it's no big deal.
                      They left.  I'm sorry. 

                                JIM KURRING
                      Was it a boyfriend of yours?

                                CLAUDIA 
                      No. 

                                JIM KURRING 
                      You don't have a boyfriend? 

                                CLAUDIA
                      No.

                                JIM KURRING
                      Who was it? 

                                CLAUDIA
                      I was...he's gone...I mean it's not.
                      It's over, y'know -- 

     Jim Kurring snoops a bit, she rubs her nose, nervous.  Jim Kurring
     heads closer to bedroom --

                                JIM KURRING
                      You mind if I check things back here? 

                                CLAUDIA
                      It's fine. 

     Jim Kurring heads into the bedroom, looks around, stands by the 
     laundry basket --

                                CLAUDIA 
                      What are you lookin' for?

                                JIM KURRING 
                      Claudia: Why don't you let me 
                      handle the questions and you handle
                      the answers, ok? 

                                CLAUDIA
                      ok. 

                                JIM KURRING
                      You just move in here? 

                                CLAUDIA 
                      About two years ago.

                                JIM KURRING
                      Bit messy. 

                                CLAUDIA
                      Yeah. 

                                JIM KURRING 
                      I'm a bit of a slob myself. 

                                CLAUDIA
                      Yeah. 

                                JIM KURRING 
                      You and your boyfriend have a party
                      last night? 

                                CLAUDIA 
                      I don't have a boyfriend. 

     BEAT.  Jim Kurring looks at Claudia and she looks back.  HOLD. 

                                                                CUT TO: 

     INT. SMILING PEANUT BAR - THAT MOMENT.

     Donnie sits in his booth after two tequila's.  He's slightly fucked up. 
     He gets up, stumbles over to the bar and takes a seat uncomfortably 
     close to Thurston, who's now holding court among three or four other
     PATRONS.  Brad the Bartender is washing glasses, keeps half an eye on
     things...Donnie to Thurston; 

                                DONNIE 
                      You look like you've got money
                      in your pocket.

                                THURSTON 
                      Maybe I'm just happy to see my
                      friend, Brad there. 

     The PATRONS laugh a bit, Brad nods, Donnie doesn't laugh or look
     anywhere but Thurston; 

                                DONNIE
                      Just throw some money around.
                      Money, money, money. 

                                THURSTON
                      This sounds threatening.

                                DONNIE 
                      Do you have love in your heart? 

                                THURSTON
                      I have love all over.  I even have
                      love for you, friend.

                                DONNIE 
                      Is it real love?

                                THURSTON
                      Well -- 

                                DONNIE
                      -- the kind of love that makes you feel
                      that intagible joy.  Pit of your stomach.
                      Like a bucket of acid and nerves running
                      around and making you hurt and happy and
                      all over you're head over heels....? 

                                THURSTON
                      Well you lost me with the last couple
                      of cocktail words spoken, m'boy, but 
                      I believe it's that sort of love.
                      Sounds nice to me.

                                DONNIE
                      I have love. 

                                THURSTON 
                      A very chatty-kind, you do, indeed, it seems.

                                DONNIE 
                      No.  I mean, I'm telling you: 
                      I'm telling you that I have love. 

                                THURSTON
                      And I'm listening avidly, fellow.

                                DONNIE 
                      My name is Donnie Smith and I have
                      lot's of love to give. 

     BEAT. 

                                                                CUT TO:

     EXT. SHERMAN OAKS PHARMACY - THAT MOMENT

     CAMERA holds wide angle on a pharmacy.  It's still POURING RAIN.
     LINDA'S MERCEDES comes driving real fast into FRAME and slams it's
     brakes on, parks. 

                                                                CUT TO: 

     INT. SHERMAN OAKS PHARMACY - THAT MOMENT.

     CAMERA pushes in on Linda as she enters, heads to the back for 
     the perscription counter and a YOUNG PHARMACY KID behind the counter;

                                YOUNG PHARMACY KID
                      Hello. 

                                LINDA
                      Hi. 

     She hands over her three perscriptions.  The Young Pharmacy Kid takes a
     long look at them, gives her a suspicious glance. 

                                YOUNG PHARMACY KID
                      Wow.  Lot-o-stuff here, huh? 

     Linda nods.  He goes to the back to the old-guy PHARMACIST and says
     a few words, points to Linda.  Another suspicious look or
     two from the both of them...the PHARMACIST guy gets on the phone.

     ANGLE, LINDA. SLOW ZOOM IN. Blend from 24fps to 40fps.
     She just holds her breath and temper, looks down. 

                                                                CUT TO: 

     INT. TELEVISION STUDIO/STAGE - THAT MOMENT

     CAMERA PUSHES in on a oversized STOPWATCH and the FLOOR DIRECTOR nearby; 

                                FLOOR DIRECTOR 
                      Thirty Seconds. 

     CAMERA with the announcer DICK JENNINGS who walks to his post. 

     CAMERA with the ADULT CHALLENGERS who talk a bit amongst themselves, 
     CAMERA moves over to the KIDS. Richard looks over to Stanley; 

                                RICHARD
                      The fuck is wrong with you? 

                                STANLEY
                      I gotta go to the bathroom. 

                                JULIA 
                      Jesus Christ, Stanley. 

                                                                CUT TO: 

     INT. PARENT'S GREEN ROOM - THAT MOMENT

     CAMERA pushes in on the Parents;

                                RICK 
                      -- you cannot do that. You have to 
                      tone it.  Don't be real agressive, just
                      subtely abusive.  You must say, "No.
                      You are not leaving this house until
                      that room is cleaned."

                                JULIA'S MOM 
                      Julia's room is the same way. 

                                JULIA'S DAD 
                      Like a pig sty.  But it's the outfits 
                      that we're getting into now --

                                JULIA'S MOM 
                      You should have seen what she had
                      on walking out the door -- 

                                JULIA'S DAD
                      -- all dolled up.

                                JULIA'S MOM
                      I said: "No. No. No.  We are not
                      going to a fashion show.  You are
                      going to school."

                                RICHARD'S MOM
                      -- It's not a fashion show, it's school.

                                JULIA'S MOM
                      It is not a fashion show. 

     CAMERA lands over on Rick, who's flipping through a brocheure
     for a new MERCEDES.

                                RICK 
                      Let's make some fuckin' money, folks.

     They all look to the Monitor.

                                                               WHIP TO:

     INT. TELEVISION STUDIO/STAGE - THAT MOMENT

     CAMERA pushes in on JIMMY and BURT, behind the curtain.  Jimmy drunk;

                                BURT 
                      You okay?  huh?  Jimmy? 

                                JIMMY 
                      And the book says: "We may by through with 
                      the past, but the past ain't through with us." 

                                BURT 
                      C'mon, Jimmy, snap up, snap up -- 

                                JIMMY 
                      In my sleep, Burt.

     CAMERA pushes in on the FLOOR DIRECTOR as he counts off;

                                FLOOR DIRECTOR 
                      And...three...two...one....

     He points his finger...CAMERA WHIPS over to DICK JENNINGS who says: 

                                DICK JENNINGS 
                      Live from Burbank, California it's: "What Do Kids Know?" 

     CAMERA WHIPS RT. to the APPLAUSE signs, then WHIPS again to the AUDIENCE
     that cheers, then WHIPS again to see the "What Do Kids Know?" sign as it
     lowers over the stage.  The THEME MUSIC kicks in and we're away; 

     Director's Note: We move between their TV CAMERA'S POV and our 35mm
     CAMERA POV. 

                                DICK JENNINGS (VO) 
                      Going into our thirty-third year on the air,
                      it's America's longest running quiz show and
                      the place where three kids get to challenge
                      three adults and in the end see who's boss!

     "The Kids" panel as it turns towards the Audience and lights up. 

                                DICK JENNINGS (VO) 
                      Moving towards their eighth consecutive 
                      week as champions we have the kids:
                      Richard, Julia and Stanley.

     "The Adults" panel turns towards the audience and lights up. 

                                DICK JENNINGS (VO) 
                      And our new adult challengers 
                      today are Todd, Luis, and Mim. 

     ANGLE - BACKSTAGE - THAT MOMENT
     Jimmy stands behind the curtain.  CAMERA DOLLIES IN on his back. He 
     holds his head down.

                                DICK JENNINGS (VO)
                      Please say hello and welcome
                      to the always ready host of
                      "What Do Kids Know?" Your favorite:
                      and my boss: Jimmy Gator!

     The curtain opens -- a spotlight SHINES DIRECTLY INTO CAMERA -- 
     Jimmy enters the stage.

                                                                CUT TO: 

     INT. EARL'S HOUSE - LIVING ROOM - THAT MOMENT        Sequence D

     CAMERA pulls back from the TELEVISION and WHIPS to Phil watching. 
     The CAMERA pushes past him and over to Earl, asleep in the bed.

     Jimmy Gator's opening bit continues OC over the following;

                                JIMMY GATOR (OC)
                      Back again, again, again!  I'm Jimmy Gator
                      and believe it or not we are at the end 
                      of week seven, going towards eight for these
                      three incredible kids -- 

                                                               WHIP TO:

     INT. HOLIDAY INN SUITE - THAT MOMENT

     CAMERA pushes in on Frank who's babbling away about "Seduce and
     Destroy," (Director's Note) then WHIP over to Gwenovier and her video
     crew as they all listen. 

                                JIMMY GATOR (OC) 
                      -- who hello-hello, are just two days and 
                      two games from the "What Do Kids Now?" record
                      for the longest winning streak in this shows
                      thirty three year history -- 

                                                               WHIP TO:

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     CAMERA pushes in on Jim Kurring then WHIP to Claudia as they
     talk and he snoops, etc. (Director's Note: Ref. note pages) 

                                JIMMY GATOR (OC) 
                      We're endorsed by the PTA and the 
                      North American Teacher's Foundation 
                      and we are try and do our best to hold
                      standards high -- that's why we're the 
                      longest running quiz show in television
                      history -- 

                                                               WHIP TO: 

     INT. SMILING PEANUT - THAT MOMENT

     CAMERA WHIPS from the TELEVISION above the bar which is playing
     the quiz show and pushes over Donnie, staring at the monitor.
     He shots another Tequila. 

                                JIMMY GATOR (OC)
                      And let me say: With these three kids 
                      right here, I wouldn't be surprised if
                      we've got a while to go, but today is
                      a dangerous day -- 

                                                               WHIP TO: 

     INT. SHERMAN OAKS PHARMACY - THAT MOMENT

     CAMERA whips a ZOOMS in slow on Linda, holding her temper as the 
     Pharamcy guy suspiciously glance at her and make a call or two to
     check on her perscriptions. 

                                JIMMY GATOR (OC) 
                      -- for I have met the three adult challengers
                      backstage and they are quite a challenge 
                      for our youngsters -- SO LET'S GET THIS GAME
                      OFF AND AWAY, EH? 

                                                               WHIP TO: 

     INT. JIMMY GATOR'S HOUSE - THAT MOMENT

     CAMERA pushes in on ROSE as she watches her husband.

                                JIMMY GATOR (OC) 
                      Let's jump right in, quick re-cap 
                      for those who don't know: Round One.
                      Three Categories. 

                                                               WHIP TO: 

     INT. POLICE STATION - THAT MOMENT

     CAMERA pushes in on MARCIE who's being processed and finger printed/ 
     questioned.  Two DETECTIVES nearby/OC throughout.  A small
     portable TELEVISION in the b.g., plays the show.

                                DETECTIVE #1
                      We want to know where your Son is, Marcie.

                                DETECTIVE #2
                      Jerome Samuel Hall. Did he have a fight
                      with your husband? Where they fighting?

                                DETECTIVE #1
                      Maybe they had a fight, maybe it was an accident.
                      Maybe it was an accident?

                                DETECTIVE #3
                      Help him out, and help us get there
                      before something else --

                                DETECTIVE #2
                      Help us help your son, Marcie.

                                                               WHIP TO:

     INT. NORTH HOLLYWOOD APARTMENT - THAT MOMENT

     CAMERA pushes in on the little kid, DIXON, who gave Jim Kurring
     the rap earlier.  Sitting around with the friends who we saw
     earlier in one of their apartments.  They're glued to the
     TELEVISION that plays the show.

     The BACK OF A FIGURE (black male) enters FRAME and tapes Dixon's
     shoulder with a "let's go" motion and Dixon gets up and follows...
     CAMERA keeps going in towards the television --

                                JIMMY GATOR (OC)
                      Steals are OK, escelating point scale
                      from 25 to 250 so Let's Go Categories!

                                                               WHIP TO:

     INT. EARL'S HOUSE - LIVING ROOM - THAT MOMENT

     CAMERA pushes in profile on PHIL.  The DOORBELL RINGS and he jumps.
     The DOGS go crazy barking.  Phil heads for the door, opens up.
     It's the PINK DOT GUY.

                                PHIL
                      Hi.

                                PINK DOT GUY
                      $15.24.

     ANGLE, EARL'S TELEVISION - THAT MOMENT.
     A small bank of VIDEO MONITORS pops up and displays some categories;

                                JIMMY GATOR
                      We have, "Authors" "The Dee Blue"
                      and "Chaos vs. Superstring"

     ANGLE, PHIL
     He hands over a twenty dollar bill to the Pink Dot Guy.  The DOGS
     go crazy barking and he tries to calm them down.

     ANGLE, EARL'S TELEVISION
     Jimmy behind the podium.

                                JIMMY GATOR
                      Adults won a coin toss backstage and
                      they'll have first choice: Todd.

                                TODD 
                      I'll take "Authors," Jimmy.

     ANGLE, PHIL
     He dumps the bag out and goes straight for the Porno Magazines.
     He flips to the back of one, scanning quickly for something -- 
     XCU, his finger moves down the page, arrives at an AD for "Seduce and
     Destroy" that has a picture of Frank with a girl in a bikini and
     says, "Get Laid Now." 

                                PHIL
                      Got it. 

     ANGLE, EARL'S TELEVISION - THAT MOMENT
     Jimmy reads from his index cards. (tv slow zoom in)

                                JIMMY GATOR 
                      First question for 25. This 
                      female author's most famous work
                      "O! Pioneers" -- 

     ANGLE, PHIL - THAT MOMENT
     CAMERA pushes in super-quick as Phil picks up the phone and 
     starts to dial the 1-800 number listed in the porno magazine. 

                                                                CUT TO: 

     INT. GAME SHOW STAGE - THAT MOMENT

     CAMERA does a super fast WHIP and DOLLY in to STANLEY as he presses 
     his buzzer: 

                                STANLEY
                      Willa Cather. 

     CAMERA PUSHES IN ON JIMMY.

                                JIMMY 
                      For 25.  Best known for the "tragedy and
                      blood" genre, this author-playwright -- 

     CAMERA WHIPS and PUSHES IN ON STANLEY. 

                                STANLEY (buzzes)
                      Thomas Kyd. 

                                JIMMY 
                      This French playwright and actor joined
                      the Bejart troupe of actors -- 

                                STANLEY (buzzes)
                      Moliere. 

                                JIMMY 
                      I'm gonna need a full name, Stanley. 

                                STANLEY 
                      Jean Baptiste Poquelin Moliere. 

     CAMERA WHIPS to the adults who instantly look un-happy:

                                LUIS (to Todd)
                      What the fuck is this? 

                                                                CUT TO: 

     INT. PARENTS GREEN ROOM - THAT MOMENT

     CAMERA pushes in on Rick as he sits back and smiles.

                                RICK 
                      My little fucker -- I have no idea where
                      he gets this stuff.

                                                                CUT TO: 

     INT. VAN NUYS OFFICE SPACE - THAT MOMENT

     CAMERA pushes in on a geek named CHAD (20s) who answers a phone.
     He has a small computer in front of him.  This is the bolier-room-
     answering-phones-for-orders headquarters for "Seduce and Destroy."

     Five or six other guys sit around desks, answering phones and working
     computers, etc.  There are posters of Frank all around and some
     maps and some charts, etc.

                                CHAD (into phone) 
                      "Seduce and Destroy," thisz Chad,
                      can I have your home phone number with
                      area code, please? 

                                                                CUT TO: 

     INT. EARL'S HOUSE - KITCHEN - THAT MOMENT

     CAMERA pushes in on Phil, on the phone.

                                PHIL
                      Hi, hello, great.  This is Seduce and Destroy? 

                                CHAD
                      It is.  Can I have your home phone number
                      with area code? 

                                PHIL
                      Well I don't want to order anything, you see.
                      I have a situation, a situation just come 
                      up that's really pretty serious and I'm
                      not sure who I should talk to or 
                      what I should do but could you maybe
                      put me in touch with the right person 
                      if I explain myself?
 
                                CHAD 
                      I'm really only equipped to take orders -- 

                                PHIL 
                      Well can you connect me to someone else?

                                CHAD 
                      Well what's the situation? 

                                PHIL 
                      Well, ok.  Lemme see how I explain 
                      this without it seeming kinda crazy,
                      but here go:  I'm, my name is Phil
                      Parma and I work for a man named 
                      Earl Partridge -- Mr. Earl Partidge. 
                      I'm his nurse.  He's a very sick man.
                      He's a dying man and he's sick and he's
                      asked me to help him, to help him find 
                      his son -- Hello?  Are you there, hello? 

                                CHAD 
                      I'm here, I'm listening. 

                                PHIL 
                      OK.  See:  Frank TJ Macky is Earl 
                      Partridge's son....

                                                                CUT TO: 

     INT. HOLIDAY INN SUITE - THAT MOMENT

     Frank and Gwenovier doing the interview; 

                                GWEN 
                      Where are you from originally? 

                                FRANK
                      Around here. 

                                GWEN
                      the valley? 

                                FRANK 
                      Hollywood, mainly. 

                                GWEN 
                      And what did your parents do? 

                                FRANK 
                      My father worked in televison. 
                      My mother -- this is gonna sound 
                      silly to you -- she was a librarian. 

                                GWEN 
                      Why does that sound silly? 

                                FRANK 
                      Well I guess it doesn't. 

                                GWEN
                      Does you mother still work?

                                FRANK
                      She's retired. 

                                GWEN
                      Are you close? 

                                FRANK 
                      She's my mother.

                                GWEN 
                      What does she say about, "Seduce
                      and Destroy." 

                                FRANK 
                      "Go Get 'Em, Honey." 

                                GWEN 
                      And your father? 

                                FRANK
                      He passed away. 

                                GWEN 
                      I'm sorry. 

                                FRANK
                      people die.

                                GWEN 
                      I wouldn'tve asked --

                                FRANK
                      Not a problem. 

                                GWEN 
                      And you ended up at UC Berkely -- 

                                FRANK
                      From '84 to '89. 

                                GWEN
                      Psychology major?

                                FRANK 
                      Right. 

                                GWEN 
                      Do you have your masters? 

                                FRANK 
                      ...this close... 

                                GWEN
                      In five years? 

     He winks and clicks his teeth. 

                                FRANK 
                      Muffy, can I get another ciggy? 

                                                                CUT TO:

     INT. PHARMACY - THAT MOMENT

     The YOUNG PHARMACY KID is stacking some stuff away while waiting 
     for the PHARMACIST to finish filling the perscription. 

                                YOUNG PHARMACY KID 
                      Cats and Dogs out there, huh? 

                                LINDA
                      mmmhmm. 

                                YOUNG PHARMACY KID 
                      Must have alot goin' on for all that 
                      stuff you got back there, eh?  You could 
                      have quite a party all that stuff....

     Linda looks down.  HOLD.  BEAT. THEN:

                                YOUNG PHARMACY KID 
                      You been on Prozac long?  Dexadrine? 

                                LINDA 
                      ...I don't....

                                YOUNG PHARAMCY KID 
                      Interesting drugs.  Dexadrine's basically
                      speed in a pill.  Y'know?  But I guess
                      a lot of doctors are balancing out
                      the prozac with the dexadrine, eh? 
                      That Liquid Morphine'll knock you down,
                      out, around, up and down someone's
                      not careful.....can't mix those up, y'know...
                      ...Must have a lot goin' on in your life for
                      all that stuff there. 

     The Older Pharamacist DINGS his bell and the Young Pharmacy Kid 
     gets the bag and starts to ring it up.  SLOW ZOOM IN ON LINDA as
     he babbles away; 

                                YOUNG PHARAMCY KID (OC)
                      Strong, strong stuff here, boy...wow....
                      What exactly you have wrong, you need this stuff?

     LINDA snaps.  She starts to tremble and cry and build --

                                LINDA 
                      You motherfucker...you motherfucker....
                      YOU FUCKING ASSHOLE, WHO THE FUCK ARE YOU? 
                      WHO THE FUCK DO YOU THINK YOU ARE?

                                YOUNG PHARMACY KID 
                      -- what-what-what, ma'am -- I -- 

                                LINDA 
                      I COME IN HERE - YOU DON'T KNOW,
                      YOU DON'T KNOW WHO THE FUCK I AM 
                      OR WHAT MY LIFE IS AND YOU HAVE THE
                      FUCKING BALLS, THE INDECENCY TO ASK
                      ME A QUESTION ABOUT MY LIFE --

     Linda PUSHES a large DISPLAY over on it's side, SMASHES things on the
     counter, throws things around, basically goes nuts.  The Older
     Pharamacist comes rushing to the front to try and calm things -- 

                                OLDER PHARMACIST 
                      Please, lady, why don't you just calm down -- 

                                LINDA 
                      And FUCK YOU TOO.  Don't you call me "lady."
                      I come in with these things, I give it
                      over to you, you doubt, you make your 
                      phone calls, check on me, look suspicious,
                      ask questions, "I'm sick." I HAVE SICKNESS 
                      ALL AROUND ME AND YOU FUCKING ASK ME MY LIFE? 
                      WHAT'S WRONG?  HAVE YOU SEEN DEATH IN YOUR BED
                      IN YOUR HOUSE?  And where is your fucking 
                      decency?  That I'm asked questions "WHAT'S WRONG?"
                      You suck my dick, that's what's wrong and you,
                      you fucking call me "lady."  You SHAME ON YOU.
                      SHAME ON YOU. SHAME ON BOTH OF YOU.

     She THROWS a crumpled STACK OF MONEY at them both, grabs the
     PERSCRIPTION and heads for the door -- 

                                                                CUT TO:

     INT. LINDA'S MERCEDS - MOMENTS LATER

     She slams the door.  She's shaking and crying.

     CU - Pharmacy bag ripped open. 
     CU - Bottle cap of Dexadrine popped off.
     CU - Linda's mouth as she swallows back the pills.

                                                                CUT TO:

     EXT. PHARMACY/STREET - THAT MOMENT

     CAMERA BOOMS down on her Mercedes as it peel out and off -- 

                                                                CUT TO: 

     INT. EARL'S HOUSE/VAN NUYS OFFICE SPACE - THAT MOMENT

     Continue w/intercut between Phil and Chad on the phone.  BEAT, THEN: 

                                CHAD 
                      Why don't they have the same last name?
                      They don't have the same last name. 

                                PHIL 
                      I know -- and I can't really explain that,
                      but I have a feeling there's something, 
                      some situation between them, like they don't 
                      really know each other much or well, something
                      like they don't talk much anymore -- 

                                CHAD
                      Uh-huh. 

                                PHIL 
                      Does this sound weird? 

                                CHAD 
                      Well I'm not sure why you're calling me. 

                                PHIL 
                      There's no number for Frank in any 
                      of Earl's stuff and he's pretty out
                      of it -- I mean, like I said, he's
                      dying, y'know.  Dying of Cancer. 

                                CHAD 
                      What kind of Cancer? 

                                PHIL
                      Brain and Lung.

                                CHAD 
                      My mother had breast cancer. 

                                PHIL 
                      It's rough.  I'm sorry, did she make it? 

                                CHAD
                      Oh, she's fine. 

                                PHIL
                      Oh that's good.

                                CHAD 
                      It was scary though. 

                                PHIL 
                      It's a helluva disease. 

                                CHAD
                      Sure is.  So why call me?

     CAMERA pushes in on Earl, asleep in the bed, breathing becomes
     a bit irregular. HOLD on him. 30fps. 

                                PHIL 
                      I know this all seems silly. 
                      I know that maybe I sound ridiculous,
                      like maybe this is the scene of the 
                      movie where the guy is trying to get
                      ahold of the long-lost son, but this 
                      is that scene.  Y'know?  I think they 
                      have those scenes in movies because they're
                      true, because they really happen. 
                      And you gotta believe me: This is really
                      happening.  I mean, I can give you my
                      phone number and you can call me back 
                      if you wanna check with whoever you can check 
                      this with, but don't leave me hanging on this --
                      please -- please.  See: See: 
                      See this is the scene of the movie where
                      you help me out -- 

                                                                CUT TO:

     INT. HOLIDAY INN SUITE - THAT MOMENT

     Frank and Gwenovier doing the interview, CAMERA DOLLIES IN SLOW ON EACH: 

                                GWENOVIER
                      -- see, I thought you grew up here
                      in the valley --

                                FRANK 
                      Like I said, yeah -- 

                                GWEN 
                      And you went to Van Nuys High, right? 

                                FRANK 
                      I don't how much I went -- but I was
                      enrolled.  I was such a loser back then. 
                      I was -- misguided, pathetic -- I was very fat.
                      Not even close to what I am today. 
                      Not the Frank TJ Mackey you're eager to talk
                      to because I was swimming in what was as
                      opposed to I wanted. 

                                GWEN 
                      Where does that name come from? 

                                FRANK 
                      What name?  My name? 

                                GWEN 
                      It's not your given name, right? 

                                FRANK 
                      My mother's name, actually. 
                      Good question.  You've done you're research. 

                                GWEN
                      And "Frank?"

                                FRANK 
                      "Frank" was my mother's father. 

                                GWEN 
                      Ok.  That's why.  I had trouble locating
                      your school records at Berkely and UCLA.
                      Your name change -- they had no official
                      enrollment -- 

                                FRANK 
                      Oh, yeah.  No, no, no.  They wouldn't -- 

                                GWEN
                      They wouldn't?

                                FRANK 
                      no, no, no.  Certainly not.  I wasn't
                      officialy enrolled, that's right.
                      Was that unclear? 

                                GWEN
                      Kind of.

                                FRANK
                      I wouldn't want that to be misunderstood:
                      My enrollment was totally unoffical because
                      I was, sadly, unable to afford tuition up 
                      there.  But there were three wonderful men
                      who were kind enough to let me sit in on
                      their classes, and they're names are: 
                      Macready, Horn and Langtree among others.
                      I was completely independent financially,
                      and like I said: One Sad Sack A Shit. 
                      So what we're looking at here is a true
                      rags to riches story and I think that's 
                      what most people respond to in "Seduce,"
                      And At The End Of The Day? Hey -- it may not 
                      even be about picking up chicks and sticking your
                      cock in it -- it's about finding What You Can Be
                      In This World.  Defining It.  Controling It and 
                      saying: I will take what is mine.  You just happen 
                      to get a blow job out of it, then hey-what-the-fuck-
                      why-not?  he.he.he.

                                                                CUT TO: 

     INT. GAME SHOW SET - THAT MOMENT.

     CAMERA pushes in on Jimmy Gator.  A BELL is ringing.

                                JIMMY GATOR 
                      End of Round One! Excellent work ladies 
                      and germs, let's see the scores on the boards:
                      Kids up a leg with 2025, Adults down a bit
                      with 1200.  We'll be back for Round Two
                      and a Ring-Dang-Do -- 

     A sudden and LOUD WISHTLE sounds.

                                JIMMY GATOR 
                      HELLO! Musical Bonus Question before we
                      go to break and the lucky team is -- 

     Jimmy opens an ENVELOPE and reads:

                                JIMMY GATOR 
                      Kids in the lead and they get a chance 
                      to pull further and farther ahead -- with
                      the following secret bonus musical question:
                      I will read you a line from an opera
                      and you are to give me the same line
                      in the language in which the opera 
                      was originaly written and for a bonus
                      25 you can sing it.  Here's the line: 
                      "Love is a rebellious bird that nobody 
                       can tame, and it's all in vain to call it,
                       if it chooses to refuse."

     CAMERA PANS and DOLLIES over to the KIDS and moves in close on Stanley;

                                STANELY
                      Well that was..uh..in French...and that
                      was in the opera, "Carmen." And that
                      goes...um... 
                                (sings) 
                      L'amour est un oiseau rebelle
                      Que nul ne peut apprivoiser, 
                      Et c'est bien en vain qu'on l'appelle,
                      S'il lui convient de refuser.

     The AUDIENCE applauds and the "Carmen," que carries over the
     following scene; 

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT               Sequence E

     Jim Kurring and Clauida continued.  He walks into the KITCHEN area
     and sees a pot of coffee.

                                JIM KURRING 
                      got some coffee brewing, huh? 

                                CLAUDIA 
                      Yeah...it's not...it's been on for a bit -- 

                                JIM KURRING 
                      I like iced coffee, generally, but a day
                      like this, rain and what not, I enjoy a warm cup --

                                CLAUDIA 
                      -- do you wanna cup? 

                                JIM KURRING 
                      That's great, thank you. 

     She starts heating/preparing him some coffee.

                                CLAUDIA 
                      I don't know how fresh it's gonna be -- 

                                JIM KURRING 
                      Oh, it'll be fine, I'm sure, Claudia. 

                                CLAUDIA 
                      You take cream or sugar? 

                                JIM KURRING 
                      That'd be fine.  So, Claudia, lemme just say,
                      so I can get my role of LAPD officer
                      out of the way before we enjoy our 
                      coffee (I never like to talk shop over coffee)
                      I'm not gonna write you up or anything,
                      I'm not gonna give you a citation here -- 
                      but the real problem we have is that there
                      are people around here, people that 
                      work from their homes, people tryin' to get
                      some work done, and if you're listenin' to 
                      your music that loud:  They're incovenienced
                      by that.  If you had a job you'd probably
                      understand, but I see you like listenin' 
                      to your music and that's fine, you're just 
                      gonna wanna keep it down at a certain volume,
                      maybe memorize what number you see on the
                      dial and just always put it to that -- 
                      If it's the middle of the day -- that's 
                      what I do -- just put it on two and a half 
                      and that's a good listening level, alright? 
                      I see you like listenin' to your music loud,
                      but, hey, forget about the neighbors, you
                      end up damaging your own ears ok? 

                                CLAUDIA
                      Yeah. 

                                JIM KURRING 
                      Arlight, then.  Cheers. 

     They clink coffee cups.  He makes a sour face at the taste;

                                JIM KURRING
                      Is this boyfriend bothering you? 

                                CLAUDIA 
                      I don't have a boyfriend.

                                JIM KURRING
                      The gentleman who came to the door --

                                CLAUDIA 
                      -- is not my boyfriend. 

                                JIM KURRING 
                      Many times, in damestic abuse situations
                      the young lady is afraid to speak,
                      but I have to tell you that, being
                      a police officer, I've seen it happen: 
                      Young woman afraid to speak, next thing 
                      you know, I'm gettin' a call on the radio, 
                      I got a 422 --

                                CLAUDIA
                      It's not -- what's a 422?

                                JIM KURRING 
                      It's where situations like these 
                      lead, Claudia, unless you do something
                      about it early, if and when the police
                      call and come for help.  Now there 
                      are certain measures you can take -- 

                                CLAUDIA 
                      It's not my boyfriend -- and it's
                      not anything -- it's over.  Really.
                      It's not.  He won't came back. 

                                JIM KURRING 
                      I don't wanna have to come back here 
                      in an hour and find that there's
                      been another disturbance.

                                CLAUDIA 
                      You won't.  You won't have to. 

                                JIM KURRING 
                      But I wouldn't mind comin' back in 
                      an hour just to see your pretty face!

     They laugh. 

                                CLAUDIA 
                      I'm gonna run to the bathroom real quick. 

                                JIM KURRING
                      Okey-doke. 

     She exits.  HOLD A BEAT with him.

                                                                CUT TO: 

     INT. CLAUDIA'S BEDROOM - MOMENT LATER

     She enters, gets the coke from the laundry basket -- and sets
     some up, snorts it back -- 

                                                                CUT TO: 

     INT. CLAUDIA'S KITCHEN NOOK - THAT MOMENT

     Jim Kurring looks over his shoulder and sees that she's gone.
     He quickly moves to the kitchen and dumps the coffee in the sink
     and then quickly sits back down.  End Carmen Que.

                                                                CUT TO:

     INT. GAME SHOW SET - THAT MOMENT

     CAMERA on Jimmy, behind the curtain, during the Commercial Break. 
     He takes a shot of Jack Daniels that Mary has brought out for him. 

                                JIMMY 
                      I can't fuckin' do this. 

                                MARY 
                      Are you alright?

                                JIMMY 
                      Fuck.  I think I'm gonna throw up, I think.
                                (beat) 
                      I haven't thrown up since I was
                      twenty years old. 

     Jimmy stumbles over to a corner a bit; 

     ANGLE, GAME SHOW SET.
     Stanley is trying to flag down Cynthia, who stands off in the
     wings, she finally comes over; 

                                CYNTHIA 
                      Stanley, what's the problem?

                                STANLEY
                      I have to go to the bathroom, Cynthia. 

                                CYNTHIA
                      Jesus Christ, Stanley, you can't 
                      go to the bathroom now.  You have
                      exactly one minute before we're back
                      on the air, this is NOT the time to go
                      to the bathroom. 

                                STANLEY 
                      I'm, I need to go, I'm gonna --

                                RICHARD
                      Why does this kinda shit always happen, Stanley? 

     The Adult Challengers look over at the Kids section; 

                                LUIS
                      What's the problem over there?

                                RICHARD 
                      Mind yer bussiness -- 

                                MIM
                      Watch your mouth, little man.

                                JULIA 
                      Why don't you mind your own bussiness?

                                CYNTHIA 
                      Alright, stop it, cool down, cool it. Please.
                      Now: Stanley, you wait until the next commercial break
                      and you can go then -- Just Hold It.
                                (to Adults) 
                      Don't taunt the kids --

                                LUIS
                      I just asked what was going on --

                                CYNTHIA 
                      Don't start trouble, Luis.

     ANGLE, BACKSTAGE.
     CAMERA pushes in on Jimmy from behind as he throws up in a corner.
     Mary pets his back.  He throws up a lot of BLOOD.  She snaps fingers
     to a stage hand to bring some towles and a glass of water -- 

                                OC VOICE 
                      Two minutes, everyone, we're back in two!

                                                                CUT TO:

     EXT. LAW OFFICE BUILDING/PARKING STRUCTURE - THAT MOMENT

     Linda's Mercedes pulls out of the rain and to a parking 
     structure. CAMERA PUSHES IN real fast, she takes a ticket. 
     CU'S (Director's note -three ecu's ticket take green button) 

                                                                CUT TO: 

     INT. LINDA'S MERCEDES - MOMENTS LATER

     CU's on Linda.  She pops three or four more DEXADRINE. 

                                                                CUT TO: 

     INT. LAW OFFICE BUILDING/HALLWAY - THAT MOMENT

     Linda off the elevators...CAMERA pushes in with her....

                                                                CUT TO: 

     INT. LAWYER'S OFFICE - THAT MOMENT

     CAMERA whips around, RECEPTIONIST -- 

                                LINDA 
                      I'm Linda Partridge to see Alan Kligman. 

                                                                CUT TO: 

     INT. SEDUCE AND DESTROY CONDO - THAT MOMENT

     CAMERA pushes in quick on a young girl named JANET. (This is the GIRL
     from Frank's flashback's.) She answers the phone in this converted 
     condo into office headquarters for "Seduce and Destroy." Frank TJ Mackey
     paraphenallia, propoganda and literature allover the place; 

                                JANET 
                      "Seduce and Destroy," thisz Janet. 

                                                              INTERCUT: 

     INT. VAN NUYS OFFICE SPACE - THAT MOMENT

     CAMERA pushes in on Chad, on the phone; 

                                CHAD
                      Hey, Janet, it's Chad. 

                                JANET 
                      What's wrong?

                                CHAD 
                      Nothing's wrong, I just got some 
                      guy on the phone on my other line,
                      he's says he works for this guy,
                      this guy who's Frank's father -- 

                                JANET 
                      -- no,no,no what is this? who?
                      What's this guy's name? 

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     CAMERA (HAND HELD) with Phil, phone to his ear, on hold (we can 
     hear Frank's commercial playing on the receiver, ref. notes.)

     Earl is MOANING in pain, the DOGS are barking at the noise. 

     Earl continues to hallucinate and remains in major pain, but at 
     the same time he's very, very weak.  There are moments of strength
     that pop and push into him and he's very angry with Phil, continues
     to scream for someone named, "Lily," and generally treats Phil like
     an enemy.

                                EARL 
                      LILY.  FUCK. LIL, PLEASE. LILY. 

     Phil moves into the kitchen and gets the bottle of MORPHINE PILLS. 
     He drops them, the crash on the floor, picks them all up, except one... 

     ...which one of the Mutt Dogs walks over to and eats.  Earl SCREAMS.

                                                                CUT TO: 

     INT. SEDUCE AND DESTROY CONDO - THAT MOMENT

     CAMERA on Janet on the phone, listens, says:

                                JANET
                      ...mmm.hmmm.  mmm..hmm.  Alright.
                      Put him through and lemme see
                      what's goin' on -- 

                                                                CUT TO: 

     INT. VAN NUYS OFFICE SPACE - THAT MOMENT

     CAMERA on Chad.  He puts Janet on hold and clicks over to Phil:

                                CHAD 
                      Phil, you there? 

                                                              INTERCUT: 

     INT. EARL'S HOUSE - THAT MOMENT

     CAMERA on Phil, tending to Earl, who moans away. (Bit less pain now.) 
     The Mutt/Morphine Dog is starting to get a bit wobbly. 

                                PHIL 
                      Yeah, hey. Chad. 

                                CHAD 
                      Alright, so I'm gonna transfer 
                      you over to Frank's assitant, Janet
                      she's gonna see what she can do -- 

                                PHIL 
                      Thank you, Chad, and good luck
                      to you and your mother -- 

                                CHAD 
                      Thank you.  Thank you very much. 

     Chad clicks a line and confrences Janet and Phil. 

                                JANET
                      Hello? 

                                CHAD 
                      Ok. Janet you have Phil Parma -- 

                                JANET
                      Hello, Phil. 

                                PHIL 
                      Hi, hi, thank you for taking my call -- 

     CAMERA holds with EARL for a quick BEAT, THEN: 

                                                                CUT TO: 

     INT. GAME SHOW - BACKSTAGE - THAT MOMENT

     Jimmy finishes cleaning himself up and he looks to Mary: 

                                JIMMY GATOR
                      I have Cancer, Mary.

     She doesn't know what to say. 

                                JIMMY GATOR
                      I have about two months, I have no time. 
                      It's in my bones and I don't have a chance.
                      And I'm fucked.  I had a stroke last week -- 

                                MARY 
                      ...Jimmy...

     The OC call from FLOOR DIRECTOR. 

                                FLOQR DIRECTOR
                      Ten Seconds. 

     Jimmy walks from behind the curtain to the "Adult" contestants,
     takes his mark and waits for the countdown -- CAMERA moves over 
     to Stanley who watches Jimmy closely and sees him stumble a bit,
     recognizes that something is wrong.  Floor Director counts, 3-2-1 -- 

                                                                CUT TO:

     INT. SMILING PEANUT BAR - THAT MOMENT                Sequence F

     CAMERA pulls back from the TELEVISION above the bar, playing
     the show.  We see Jimmy start to chat w/and do intro's for the adults.
     (Director's Note: This runs through scene and a complete script
     is avail/will be shot.) 

     Donnie and Thurston and the Patrons continued; 

                                DONNIE 
                      ....do you know who I am?

                                THURSTON 
                      You're a friend of the family I presume? 

                                DONNIE
                      What?  What does that mean? 

                                THURSTON 
                      Nothing special, just a spoke in the wheel. 

                                DONNIE 
                      You talk in rhymes and riddles and 
                      ra...rub-adub --- but that doesn't mean
                      anything to me, see....see...see I used 
                      to be smart....I'm Quiz Kid Donnie Smith.
                      I'm Quiz Kid Donnie Smith from the tv -- 

                                THURSTON
                      Might of been before my time.

                                PATRON #1 
                      I remember you.  I remember. In the 60's right? 

                                DONNIE
                      I'm Quiz Kid Donnie Smith. 

                                THURSTON
                      ...like you said... 

                                PATRON #1 
                      Smart Kid!  Fuck, yeah, he-he.  You got
                      hit by lightning that one time, right?

                                DONNIE
                      So what? 

                                PATRON #1
                      I heard about that. 

                                PATRON #2
                      Did it hurt? 

                                DONNIE
                      Yes. 

                                THURSTON 
                      But you're alright now, so what's the what? 

                                DONNIE
                      What? 

                                THURSTON
                      That's right. 

                                DONNIE 
                      I used to be smart but now I'm just stupid. 

                                THURSTON
                      Brad, dear?

     Brad turns and looks:

                                THURSTON 
                      Who was it that said: "A man of genius 
                      has seldom been ruined but by himself."

                                DONNIE 
                              (to himself)
                      -- Samuel Johnson.

                                BRAD
                      I don't know. 

     Donnie looks up at Brad.  Brad smiles with his braces, Donnie looks
     away quick --

                                THURSTON 
                      It was the lovely Samuel Johnson who 
                      also spoke of a fella "Who was not only 
                      dull but a cause of dullness in others." 

                                DONNIE 
                      "The" cause of dullness in others -- 

                                THURSTON
                      Picky, picky. 

                                DONNIE 
                      -- and lemme tell you this: Samuel Johnson
                      never had his life shit on and taken from
                      him and his money stolen -- who took his
                      life and his money?  His parents? 
                      His mommy and daddy?  Make him live this life
                      like this -- "A man of genius" gets shit on
                      as a child and that scars and it hurts and 
                      have you ever been hit by lighting? It hurts
                      and it doesn't happen to everyone, it's an 
                      electrical charge that finds it's way across
                      the universe and lands in your body and your
                      head -- and as for "ruined but by himself,"
                      not if his parents take his friggin' life and 
                      his money and tell you to do this and do that and
                      if you don't? well, what -- 

                                PATRON #1 
                      You're parents took your money you won
                      on that game show? 

                                DONNIE
                      Yes they did. 
                           (turns quick to Thurston) 
                      What does that mean, "spoke in the wheel?" 

                                THURSTON 
                      Things go round 'n round, don't they? 

                                DONNIE 
                      Yes they do, they do, but I'll make 
                      my dreams come true, you see?  I will.

                                THURSTON 
                      This sounds Sad as a Weeping Willow. 

                                DONNIE 
                      I used to be smart but now I'm just stupid. 

                                THURSTON 
                      Shall we drink to that?

     Donnie looks to the television for a moment, starts to tear up, 
     CAMERA pushes in slow to an EXTREME CLOSE UP.  He repeats line's from
     his days on "What Do Kids Know?" and does his best Jimmy immitation; 

                                DONNIE 
                      "If a brick weighs one pound plus one 
                      half brick -- how much does the brick weigh?"
                      "Well if subtracting the half of brick from
                      the whole brick you got one half of brick,
                      equals one pound so therefore the brick 
                      equals two pounds --" "A little more than 
                      kin and less than kind," is Hamlet to Claudius. 
                      "The sins of the father laid upon the children,"
                      is Merchant of Venice but borrowed from Exodus 
                      20:5 and "win her with gifts if she respects not
                      words," is Two Gentleman from Verona.
                      Where? Who? How and Why, Kids? 

                                THURSTON 
                      "Why don't you shut the fuck up," is me to you,
                      Chapter Right Here, Verse Right Now.

                                                                CUT TO: 

     INT. GAME SHOW SET - THAT MOMENT

     CAMERA on the set with Jimmy walking over to the "Kids" panel;

                                JIMMY GATOR 
                      KIDS!  Are you guys glued to those 
                      seats or what?  Are you ever leaving?
                      You're getting close to the record, 
                      do you get more nervous as we go along? 

                                RICHARD
                      A little -- 

                                JULIA 
                      -- yeah....

                                JIMMY GATOR 
                      -- kids at school must be real
                      excited for you, eh? 

                                JULIA 
                      Oh, yeah...yeah... 

                                RICHARD
                      Sure. 

                                JIMMY GATOR 
                      Stanley the Man! How are you?

                                STANLEY
                      I'm fine. Yes. 

                                JIMMY GATOR 
                      You're fast becoming a celebrity. 
                      How are you handling it all?

                                STANLEY
                      Ohh, it's all fine. It's all.
                      Nice. I'd just like to keep
                      going....keep getting on....

                                JIMMY GATOR 
                      Sure, sure...that's fine, then...there...with.....
                      
     Jimmy starts to loose his grip on the proceedings a bit, slows
     his pace down....Stanley notices....

                                JIMMY GATOR 
                      Well you've got..many..things, many
                      things happening and on the way....

     ANGLE, BURT.
     CAMERA PUSHES IN on Burt as he sees Jimmy start to zone out a bit. 

                                                                CUT TO: 

     INT. JIMMY GATOR'S HOUSE - THAT MOMENT

     CAMERA pushes in on Rose, sitting in the kitchen, watching the 
     television.  She holds her breath and tears a bit, noticing
     Jimmy start to fade. 

                                                                CUT TO: 

     INT. GAME SHOW STAGE - THAT MOMENT

     Back to Stanley and Jimmy.  Jimmy repeats himself;

                                JIMMY 
                      What were you saying, Stanley? 

                                STANLEY 
                      I was saying...thinking maybe I'd get
                      my own quiz show someday, Jimmy.
                      Just like you!

     The AUDIENCE laughs.  Jimmy clicks back with a chuckle and 
     a "isn't that cute," smile to the crowd and he walks over to 
     his podium; CAMERA stays for a moment with Stanley, notices him
     continue to grab his crotch and make a face....

                                JIMMY 
                      OK, OK, here we go: Steeper questions, 
                      bigger payoff, individual challenges with 
                      musical and audio pockets, no-steal-lock-out's,
                      let's get it on in Round Two, Categories are: 

                                                                CUT TO: 

     INT. HOLIDAY INN SUITE - THAT MOMENT

     Frank and Gwenovier doing the telvision interview. CAMERA DOLLIES
     IN SLOW ON EACH:

                                FRANK 
                      -- that's right, that's right, and what I'M 
                      saying, that none of my competitors can say is
                      this:  That there is no need for insight or
                      understanding.  Things of the past! Gone, Over, Done.
                      Do you realize how fucking miraculous this is?
                      How fucking razor sharp and cutting edge and
                      ahead of it's time this concept is?  I'm 
                      talking about eliminating insight and understanding
                      as human values.  GOD DAMN I'M GOOD.  There is
                      no need for INSIGHT.  There is no need for
                      UNDERSTANDING.  I have found a way to take 
                      any subjective human experience -- in other
                      words -- all the terrible shit or all the 
                      great shit that you've had happen to you in 
                      your life -- and quickly and easily transform
                      it in the unconscious mind through the subtle 
                      and cunning use of language.  The "listener-patient"
                      (in other words: The Chick) settles into a very
                      light, very delicate, conversationally induced
                      state: NOT A TRANCE, mind you, but a STATE. 
                      A state that is brand new.  The System's state.
                      What did I do?  I REALIZED that concept and put 
                      it into practical "get my dick hard and fuck it" use.
                      I'm gonna build a state for the seducer and the 
                      seducee to live, vote, breath, pay takes and party 
                      'till dawn.  I'm gonna teach methods of language that
                      will help anyone get a piece of ass, tit and tail -- 

                                GWENOVIER
                      Let's talk about -- 

                                FRANK 
                      I just realized this is for television,
                      isn't it?  I can't swear up and down
                      like I just did. 

                                GWENOVIER 
                      It's fine.  I can bleep it out. 

                                FRANK 
                      I warned you -- I get on a roll... 

                                GWENOVIER 
                      -- let's talk more about your background -- 

                                FRANK
                      Muffy -- coffee? 

     Muffy moves to pour a cup, Gwen looks down at her clipboard, then:

                                GWENOVIER 
                      I'm confused about your past is the thing. 

                                FRANK 
                      Is that still lingering? 

                                GWENOVIER 
                      -- just to clarify -- 

                                FRANK
                      So boring, so useless -- 

                                GWENOVIER 
                      I would just want to clear some things up: 

                                FRANK 
                           (Muffy delivers coffee) 
                      Thank you, Muffy.  Funny thing is:
                      This is an important element of,
                      "Seduce and Destory:"
                      "Facing the past is an important way 
                      in not making progress," that's something
                      I tell my men over and over -- 

                                GWENOVIER 
                      This isn't meant -- 

                                FRANK 
                      -- and I try and teach the students to
                      ask: What is it in aid of? 

                                GWENOVIER 
                      Are you asking me that?

                                FRANK
                      Yes. 

                                GWENOVIER 
                      Well, just trying to figure out who you are,
                      and how you might have become -- 

                                FRANK
                      In aid of what?

                                GWENOVIER 
                      I'm saying, Frank, in trying to
                      figure out who you are -- 

                                FRANK 
                      -- there's a lot more important things
                      I'd like to put myself into -- 

                                GWENOVIER 
                      It's all important -- 

                                FRANK
                      Not really. 

                                GWENOVIER 
                      It's not like I'm trying to attack you -- 

                                FRANK 
                      This is how you wanna spend the time,
                      then go, go, go -- you're gonna 
                      be surprised at what a waste it is --
                      "The most useless thing in the world 
                      is that which is behind me," Chapter Three -- 

                                GWENOVIER 
                      We talked earlier about your mother. 
                      And we talked about your father and his death.
                      And I don't want to be challenging or
                      defeatist here, but I have to ask and 
                      I would want to clarify something --
                      something that I understand -- 

                                FRANK 
                      I'm not sure I hear a question in there? 

                                GWENOVIER
                      Do you remember a Miss Simms? 

                                FRANK 
                      I know alotta women and I'm sure she remembers me.

                                GWENOVIER 
                      She does.  From when you were a boy. 

                                FRANK
                      Mm. Hm. 

                                GWENOVIER 
                      She lived in Tarzana. 

                                FRANK 
                      An old stomping ground --is this 
                      the "attack" portion of the interview,
                      I figured this was coming sooner 
                      or later -- Is "the girl" coming in for the kill? 

                                GWENOVIER 
                      No, this is about getting something 
                      right and claryfying one of your answers
                      to an earlier question -- 

                                FRANK 
                      Go ahead and waste your time.

                                GWENOVIER 
                      I was told that your mother died.
                      That your mother died when you were young -- 

                                FRANK 
                      And that's what you've heard? 

                                GWENOVIER 
                      I talked to Miss Simms.  Miss Simms
                      was your caretaker and neighbor
                      after your mother died in 1980.

     BEAT. Frank goes silent.

                                GWENOVIER 
                      In my research I have you listed as 
                      the only son of Earl and Lily Partridge.
                                (beat)
                      And what I learned from Mrs. Simms is that
                      your mother passed away in 1980. 
                                (beat) 
                      See:  It's my understanding that the information
                      supplied by you and your company and answers 
                      to question's I've asked are incorrect, Frank.
                      And if I'd like to get to the bottom of who you
                      are and why you are then I think your family 
                      history -- you're accurate family history...well:
                      this seems important...Frank...? 

     VIDEO CAMERA POV - THAT MOMENT
     Frank lights his cigarette.  CAMERA zooms into CU.

                                FRANK 
                      Are you asking me a question?

                                GWEN
                      Well I guess the question is this:
                      Do you remember Miss Simms? 

     BEAT. HOLD, THEN:

                                                                CUT TO:

     INT. GAME SHOW SET - THAT MOMENT

     Jimmy asks questions.  Stanley is visibly uncomfortable; 

                                JIMMY
                      Kids, Adults, I'd like you to put
                      yourself at a picnic.  Place yourself
                      there with your family and friends
                      if you'd like -- you'll hear three
                      musical notes and you are to tell me
                      what it might represent that you'd
                      find at a picnic -- The First Three Notes:

     OC we hear three musical notes.  The "Adults" panel lights up,
     Todd answers;

                                TODD
                      Well, Jimmy, I know this, I have perfect
                      pitch, you see -- and that would be A-D-E.
                      And that would represent lemonade.

                                JIMMY
                      For 250.  Next notes, please:

     OC musical notes: E-G-G.

                                TODD (buzzes)
                      Got it.  That's E-G-G which would be ~egg."

     Richard and Julia glance at Stanley, like "why the fuck aren't you
     answering these questions?" He looks straight ahead. 

                                JIMMY
                      For 500 and the Third Set Of Notes:

     OC musical notes: B-E-E.

                                TODD (buzzes)
                      B-E-E -- and don't get stung.

     The "Adults" are now within 200 points of the "Kids," on the scoreboard.

                                                                CUT TO: 

     INT. LAWYERS OFFICE - THAT MOMENT

     Linda seated across from a lawyer, ALAN KLIGMAN (50s) She's visibly 
     shaking and fucked up.

                                KLIGMAN 
                      You don't want any water? 

                                LINDA 
                      No...I just...(starts crying a bit)
                      I'm so fucked up here Alan, I don't 
                      know...there's so much...so many things -- 

                                KLIGMAN
                      Are you on drugs right now? 

                                LINDA 
                      If I talk to you...y'know...if I tell 
                      you things...then you're a lawyer, right? 
                      You can't say things, you can't tell anyone,
                      it's like the privelage, right? 
                      Attornery-client, you understand? 

                                KLIGMAN 
                      Not exactly, Linda. I'm not sure where
                      you're going with this -- 

                                LINDA
                      Like a shrink, like if I go to see
                      a shrink, I'm protected, I can say 
                      things -- fuck -- I don't know what I'm doing -- 

                                KLIGMAN 
                      Linda, you're safe.  Ok. It's alright.
                      You're my friend.  You and Earl are my clients
                      and what you need to talk about won't leave 
                      this room, you have something you have to say -- 

                                LINDA 
                      -- I have something to tell you.
                      I have to tell you something. 
                      I want to change his will, can I change
                      his will?...I need to --- 

                                KLIGMAN
                      You can't change his will.  Only 
                      Earl can change his will.

                                LINDA 
                      No, no....no, you see...I never loved him.
                      I never loved him, Earl.  When I started,
                      when I met him, I met him and I fucked
                      him and I married him because I wanted
                      his money, do you understand? 
                                (beat)
                      I'm telling you this now...this I've never 
                      told anyone...I didn't love him.
                      And now....I know I'm in that will,
                      I know, I was there with him, we were
                      all there together when we made that
                      fucking thing and all the money I'II 
                      get -- I don't want it -- Because I love
                      him so much now...I've fallen in love 
                      with him now, for real, as he's dying, 
                      and I look at him and he's about to
                      go, Alan, he's dead...he's moments... 
                                (beat) 
                      I took care of him through this, Alan.
                      And What Now Then? 

                                                                CUT TO: 

     INT. GAME SHOW STAGE - THAT MOMENT

     CAMERA pushes in on Jimmy.

                                JIMMY
                      Let's listen:

     There's an OC VOICE that speaks the clue; 

                                VOICE 
                      "Hello, Mary.  How are you and the 
                      seven kids?  As you probably heard by 
                      know, we sure gave that Pope a run for
                      his money --"

     The ~Adults" buzz.  Jimmy looks to Mim. 

                                MIM 
                      Well: That would be General Robert 
                      E. Lee.  His wife Mary Park Custiss. 
                      And he did have seven children and he 
                      would be talking about Pope, who he defeated
                      at the Battle of Monasses -- 

                                                                CUT TO: 

     INT. PARENTS GREEN ROOM - THAT MOMENT

     CAMERA pushes in on Rick, who sits back, starting to get real 
     pissed that Stanley isn't answering these questions. 

                                RICK 
                      C'mon, c'mon, c'mon, snap out of it. 

                                                                CUT TO: 

     INT. GAME SHOW STAGE - THAT MOMENT

     CAMERA moves from the AUDIENCE over to the Stage, listening 
     to another question that is spoken by the OC voice -- this
     time in French;

                                VOICE (in French)
                      "Hello, Josephine, 
                      I'm speaking from Egypt --" 

     The Adults buzz again and Mim answers;

                                JIMMY
                      Mim --

                                MIM
                      Well that would be Napoleon speaking
                      to Josephine. 

                                JIMMY
                      That's right!

     ANGLE, BURT.  He stands off, looking at the scoreboard as the
     Adults have now pulled ahead by 200 points...he mumbles and
     grumbles to himself.

                                                                CUT TO:

     INT. LAWYER'S OFFICE - THAT MOMENT

     Linda continued with the lawyer, Kligman.

                                LINDA
                      I don't want him to die, I didn't love him 
                      when we met, and I've done so many bad things
                      to him that he doesn't know, things I want 
                      to confess to him, but now I do: I love him.
                      I love him so much and I can't stand -- he's going. 

                                KLIGMAN 
                      What kind of medication are 
                      you on right now, Linda that's -- 

                                LINDA 
                      This is not any fucking medication 
                      talking, this isn't -- I don't know. 
                      I don't know -- Can you give me nothing? 
                      You have power of attorney, can you see him, 
                      can you, in this final fucking moment, go see
                      him and make sure --- change the fucking 
                      will -- I don't want any money, I couldn't
                      live with myself, this thing I've done --
                      I've fucking done so many bad things -- 
                      I fucked around.  I fucked around on him, 
                      I fucking cheated on him, Alan. You're his lawyer,
                      our laywer, THERE, I'm his wife, we are married.
                      I broke the conract of marriage, I fucking
                      cheated on him, many times over, I sucked 
                      other men's cocks and fuck - fuck - fuck - 
                           ....fuck....
                      Other Things I've Done..

                                KLIGMAN 
                      Adultery isn't illegal -- it's not something
                      that can be used in a court to discredit
                      the will or -- Linda. Linda. Calm down. 

                                LINDA
                      I can't. 

                                KLIGMAN 
                      You don't have to change the will, 
                      if what you want to do is get nothing
                      you can renounce the will when it's time.

                                LINDA 
                      Where will the money go? 

                                KLIGMAN 
                      Well.  Considering that there's no one 
                      else mentioned in the will...we'd
                      have to go to the laws of intestacy, 
                      which is -- as if someone died without a will -- 

                                LINDA
                      What does that mean? 

                                KLIGMAN 
                      The money would go to Frank.  The court 
                      would put the money in the hands of a relative -- 

                                LINDA 
                      -- that can't happen.  Earl doesn't
                      want him to have the money, the things.

                                KLIGMAN 
                      -- unless Frank is specifically ommitted 
                      as a beneficiary that's what will happen. 

                                LINDA 
                      This is so over-the-top and fucked-up
                      I can hardly stand it.

                                KLIGMAN
                      Linda, you just have to take a moment
                      and breath and one thing at a time -- 

                                LINDA 
                      Shut the fuck up. 

                                KLIGMAN
                      I'm trying to help, Linda -- 

                                LINDA 
                      Shut the fuck up. Shut the fuck up. 

                                KLIGMAN 
                      You need to sober up. 

                                LINDA 
                      Now you must really shut the fuck up, please. 
                      Shut The Fuck Up. 

                                KLIGMAN
                      Linda -- 

                                LINDA
                      I have to go. 

     She heads for the door. 

                                KLIGMAN 
                      Let me call you a car, Linda. 

                                LINDA 
                      Shut the fuck up. 

     She's out the door.

                                                                CUT TO: 

     INT. GAME SHOW STAGE - THAT MOMENT

     Three MEN in TUXEDOS and HARMONICAS have taken a place near
     the band.  Jimmy, reading from his cards, introduces them and
     asks the following question: 

     (Note: Jimmy's speech is starting to slur a bit more at this 
     point.  His motor skills seem to be fading quickly.)

                                JIMMY 
                      Imagine you are attending a jam session
                      of classical composers and they have 
                      each done an arrangment of the classic 
                      favorite, "Whispering."  Here are three 
                      variations on the theme, as three classic 
                      composer's might have written it -- you are
                      to name the composer.  The First: 

     The Harmonica Fella's play an arrangment....CAMERA pushes in close
     on STANLEY and TITLS DOWN CLOSE TO HIS PANTS....

     Stanley begins to piss his pants.  He trembles and shakes and 
     holds back tears as the wet stain gets bigger.

     OC through this we hear the Adults answer the question:

                                TODD (OC)
                      Well, Jimmy that sounded to me
                      like Brahms, a bit like his Hungarian
                      Dance Number Six, I believe. 

                                JIMMY (OC) 
                      Excellent. Next number:

     The Harmonica Fella's play another arrangment of "Whispering"
     that sounds like Ravel's "Bolero."

     Stanley moves his arms down to his sides to cover his crotch 
     and pull at his pants -- and his BUZZER goes off with a brush
     of the side of his arm -- 

                                JIMMY 
                      Stanley the Man -- answer:

     Stanley.  HOLD.  He starts to cry. Julia and Richard look over
     at him and see his pants and they start to laugh a bit.

                                STANLEY
                      ...I don't know the answer... 

     Jimmy starts to STUDDER and SHAKE a bit....holds a tight grip on
     the podium; 

                                JIMMY GATOR 
                      That is not right!  That's not right, 
                      Stanley, the answer is...Ravel....Ravel....
                      ....xhjksndlsmnop.....

     CAMERA WHIPS and pushes over to the FLOOR DIRECTOR. 

                                FLOOR DIRECTOR 
                      What the fuck is wrong with him?
                                (into headseat} 
                      What do you wanna do here, he's
                      fading fast --

                                                                CUT TO: 

     INT. BOOTH - THAT MOMENT

     The main booth with monitors and board, etc.  The DIRECTOR and
     and ASSITANT watch the monitors; 

                                DIRECTOR 
                      I need a better cutaway, go to the
                      black chick, Camera Three, Camera Three
                      the black chick -- 

     A monitor sees the video camera zoom in on Mim as a cutaway but
     her face is like, "What the fuck is going on?" 

                                                                CUT TO: 

     INT. GAME SHOW SET - THE FLOOR - THAT MOMENT

     Jimmy is, with a lot of trouble, trying the Harmonica
     Fella's with the next question...

     ...Burt walks over quickly to the Floor Director... 

                                BURT 
                      Get the technical difficulty card up -- 

     ...CAMERA pushes over to Stanley, who's crying and shaking....

     ...CAMERA pushes in on Jimmy, who stumbles back from his
     podium and falls to the ground....taking the podium with him....

     ...CAMERA pushes in on Burt and the Floor Director...

                                BURT 
                      Cut it, go to the card, go to
                      the fucking card -- 

                                                                CUT TO: 

     INT. BOOTH - THAT MOMENT

     The DIRECTOR snaps his fingers to an ASSISTANT at the board.

                                DIRECTOR 
                      Go to the card, now -- go --

     CU - MONITOR IMAGE. 
     The card that reads, "Technical Difficulty," comes up and holds.

                                                                CUT TO:

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     CAMERA pushes in real quick on Claudia SNORTING COKE from her
     hand in the bedroom -- she rushes back into the kitchen area --

                                CLAUDIA
                      Ok, ok. I'm back. 

                                JIM KURRING 
                      This is, for not a fresh cup, a great
                      cup of coffee, Claudia -- 

                                CLAUDIA
                      Thank you.

     She sits down, ready to talk, lights a cigarette. 

                                CLAUDIA 
                      What do you wanna talk about? 

                                                                CUT TO: 

     INT. GAME SHOW STAGE - THAT MOMENT

     Burt, Mary and Assistants and folks run over to Jimmy.  He stands,
     doesn't realize what's happend and mumbles, "what the fuck, what the..." 

     The AUDIENCE is murmuring, standing and watching the scene.

                                                                CUT TO: 

     INT. HALLWAY - THAT MOMENT

     CAMERA leads RICK as he comes charging out of the green room 
     and races down the hallway -- 

                                                                CUT TO:

     INT. GAME SHOW SET - THAT MOMENT

     CAMERA with the "Kids" panel as Richard and Julia looking at Stanley. 

                                RICHARD 
                      Did you piss your fuckin' pants, Stanley? 

                                STANLEY 
                      Shut up -- shut up -- 

     Cynthia walks over; 

                                CYNTHIA 
                      What happend, what's going on? 

                                STANLEY 
                      NOTHING. NOTHING HAPPEND. GO AWAY.

                                CYNTHIA 
                      Don't tell me to go away, Stanley.
                      I am the Co-ordinator in this show
                      and you will answer the questions
                      that I ask, you understand?

     Rick comes over;

                                RICK 
                      What's the problem, what's the problem here? 

                                STANLEY
                      I'm fine. nothing. 

                                RICK 
                      Why didn't you answer those questions? 

                                STANLEY
                      I didn't know the answer -- 

                                RICK 
                      Bullshit.  Bullshit. You know the 
                      answer to every goddamn question and
                      I knew the answer to those questions 
                      and I'm not half as smart as you are so
                      What Happened? 

                                STANLEY
                      I don't know. 

                                RICHARD 
                      He pissed his pants.

                                RICK 
                      Did you -- did you -- 

                                STANLEY
                      I didn't I'm fine, I'm fine. 

                                RICK
                      Stand up.

                                STANLEY
                      I said I'm fine. 

     Rick grabs Stanley a bit and sees a large WET STAIN in Stanley's pants.

                                RICK 
                      ...oh Jesus, what the fuck...?

                                STANLEY
                      I'm fine. I'm fine, I just wanna
                      keep playing --

                                RICK 
                      Why did you do this? 

     ANGLE, JIMMY. THAT MOMENT.
     Jimmy is sweating.

                                JIMMY 
                      I had a stroke, I think I had a stroke. 

                                BURT 
                      Call 911. Call 911 right now. 

                                JIMMY 
                      No, no, no. I'm fine. It's small,
                      I wanna keep going -- 

                                BURT 
                      no, no, c'mon Jimmy we need to call
                      this quits and you need to see a doctor. 

                                JIMMY 
                      I'm telling you right now, I'm fine. 
                      I lost my goddamn balance and I couldn't
                      see a moment, but I'm ok. 

                                BURT 
                      Call 911, Mary, do it right now. 

                                JIMMY 
                      You fuckin' don't do that. You don't do it,
                      you cocksucker. I'll fuckin' kill you
                      with my barehands.  Go. get the fuck 
                      fuck -- we're going back and we finish
                      the show -- 

                                BURT 
                      Jimmy you look like you're about
                      to fuckin' die right here -- 

                                JIMMY 
                      Shut it.  Shut yer fuckin' mouth. 

     ANGLE, RICK and STANLEY.

                                RICK 
                      Are we gonna keep going with this game? 

                                STANLEY
                      Yes. 

                                RICK 
                      You're two fuckin' days from the 
                      record, get through this and I'II 
                      do anything for you, you just gotta
                      get through this -- 

                                STANLEY
                      Alright. 

                                RICK 
                      hang in there, ok. I love you. 

     Rick walks away with Cynthia...

     ...Dick Jennings has sobered up a bit and is doing bad, "calm
     down/comedy/everything's cool" stuff for the Audience....

     ...Jimmy and Burt and Mary stand up and a MAKE UP person runs over
     with some water and cleans him up a bit.  Burt moves away --

                                FLOOR DIRECTOR
                      What are we doing? 

                                BURT 
                      This is fuckin' stupidity, we'll get
                      back on and go through it -- 

     The Floor Director starts throwing directions in his headset and
     to the camera people, etc. 

                                                                CUT TO: 

     INT. HOLIDAY INN SUITE - THAT MOMENT.                Sequence G

     CAMERA holds on Frank and starts a SLOW DOLLY IN.  Gwenovier remains OC. 

                                GWENOVIER (OC) 
                      Frank...Frank...what are we gonna do here?
                      Are we having a staring contest?
                                (beat)
                      Do you have anything to say? 

                                CAPTAIN MUFFY (OC) 
                      I think maybe we should rap this up, Chief -- 

     Frank SNAPS his fingers and signals captain Muffy to stay quiet. 

                                GWENOVIER (OC) 
                      I'm not trying to attack you, Frank.
                      I think that if you have something that
                      needs to be cleared up...Well, then...
                                (beat) 
                      I was told that your father, (your father
                      is Earl Partridge,) that he left you and 
                      your mother and you were forced to take care
                      of her during her illness...that you took 
                      care of your mother as she struggled with Cancer....
                                (beat) 
                      And Miss Simms became your caretaker after
                      your mother died...Frank...Frank...
                                (beat) 
                      Frank, can you talk about your Mother? 
                                (beat) 
                      Frank....can you? 

     CAMERA LANDS CU. ON FRANK.  HOLD, THEN:

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     Claudia and Jim Kurring talking.  She's rubbing her jaw, blabbing 
     away and he's listening with a grin; 

                                CLAUDIA 
                      --- yeah, yeah, I get in it in my ear. 
                      It's TMJ is what it's called technically. 

                                JIM KURRING 
                      What's that stand for? 

                                CLAUDIA
                      Tempural-something-mandibular,
                      thing with something, I dunno.
                      But it affects my ear, I don't even
                      know if I have TMJ exactly but just 
                      very tight, like - it's like a muscle 
                      spasm and it's just gets so clenched -- 

     She's interupted by the call on his RADIO.  He takes the call.
     (Director's Note: Technical blah-blah-blah,etc.) 

                                JIM KURRING
                      This is my job. 

                                CLAUDIA 
                      We were just gettin' warmed up.
                      We were just getting started. 

                                JIM KURRING 
                      Well if you listen' to that music 
                      too loud again and that fella returns 
                      maybe we'll share another cup of coffee -- 

                                CLAUDIA 
                      If you're not here for a 422 -- 

                                JIM KURRING 
                      No. No.  Don't joke about that. 
                      That's not funny, Claudia.  Please, now.

                                CLAUDIA
                      I'm sorry. 

                                JIM KURRING 
                      Ok, then.  Keep your chin up and your
                      music down, alright? 

                                CLAUDIA 
                      Yes.  I will.  It was nice to meet you
                      Officer Jim. 

                                JIM KURRING
                      Just Jim. 

                                CLAUDIA
                      yeah, good, ok. 

                                JIM KURRING
                      Bye, bye, Claudia. 

                                CLAUDIA
                      Good bye.

     She closes the door.  HOLD. 

                                                                CUT TO: 

     EXT. CLAUDIA'S APARTMENT - THAT MOMENT

     Jim Kurring stands outside the door for a moment.  He hesitates
     a moment, then....he's about to knock....His RADIO goes off...he turns
     it down real quick -- 

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     Claudia hears the RADIO go off and stands back a bit from her
     door...hold a moment...then there's a KNOCK...she opens up: 

     CAMERA DOLLIES IN A LITTLE ON JIM KURRING.

                                JIM KURRING
                      I'm sorry, Claudia. 

                                CLAUDIA 
                      What is it?  Did you forget something? 

                                JIM KURRING 
                      No, no.  I was wondering...man oh man. 
                      I think I feel like a bit of a scum-bucket
                      doing this, considering that I came here 
                      as an officer of the law and the situation
                      and all this but I think I'd be a fool
                      if I didn't do something I really want 
                      to do which is to ask you on a date. 

                                CLAUDIA 
                      You wanna go on a date with me? 

                                JIM KURRING
                      Please, yes. 

                                CLAUDIA 
                      Well...is that illegal? 

                                JIM KURRING
                      No. 

                                CLAUDIA 
                      Then...I'd like to go...What do you want to do? 

                                JIM KURRING 
                      I don't know.  I haven't thought about
                      it -- you know what -- that's not 
                      true -- I have thought about it.  I've
                      thought about going on a date with you
                      since you opened the door. 

                                CLAUDIA 
                      Really?

                                JIM KURRING
                      Yeah.

                                CLAUDIA 
                      I thought you were flirting with me
                      a little.

     He laughs and she laughs and then: 

                                CLAUDIA 
                      Do you wanna go tonight?  I mean,
                      are you working? 

                                JIM KURRING 
                      No, I'm off tonight.  I would lov-like,
                      to go tonight, I can pick you up, 
                      I can pick you up here at about what
                      time?  What time? 

                                CLAUDIA
                      Eight o'clock? 

                                JIM KURRING 
                      What about ten o'clock, is that 
                      too late?  I don't get off and then -- 

                                CLAUDIA 
                      Oh sure yes, that's fine, late dinners 
                      are good.  Should I get dressed up or -- ? 

                                JIM KURRING 
                      No, no, just casual maybe, maybe 
                      I thought -- there's a spot I like to go, 
                      it's real nice that overlooks a golf course
                      and the course is lit up at night -- 

                                CLAUDIA
                      Billingsley's? 

                                JIM KURRING 
                      Yeah, You know it? You know Billingsley's? 

                                CLAUDIA 
                      It's my favorite place -- 

                                JIM KURRING 
                      Oh, see?  This is great.  Ten o'clock. 

                                CLAUDIA
                      Great, bye. 

                                JIM KURRING
                      Bye.

     She closes the door. 

                                                                CUT TO: 

     INT. HOLIDAY INN/SEMINAR ROOM - THAT MOMENT

     CAMERA pushes in on DOC, who's speaking to a group of Frank's
     disciples.  He's blah-blah-blahing about Seduce and Destory, etc. 

                                DOC 
                      Not true.  Not true.  And you know what?
                      Even if you don't get to pump her, 
                      you can still practice honing your skills
                      on a femenist -- 

                                DISCIPLE
                      -- I know -- 

                                DOC 
                      -- and you need to do that. 

                                DISCIPLE
                      I will. 

                                DOC
                      No, you need to do it.

     His CEL PHONE rings and he excuses himself.

                                DOC (into phone) 
                      Thisz Doc.

                                                              INTERCUT: 

     INT. SEDUCE AND DESTROY CONDO - THAT MOMENT

     CAMERA on JANET.  She's on the phone. It rings.

                                JANET
                      Doc it's Janet.

                                DOC 
                      What's up?

                                JANET 
                      I have to talk to Frank, is he nearby? 

                                DOC 
                      He's doing the interview with the lady -- 

                                JANET
                      I need you to interupt him, I need
                      to get him on the phone with me right away -- 

                                DOC
                      What happend?

                                JANET
                      Doc, go get Frank and put him on the phone.

                                                                CUT TO: 

     INT. HOLIDAY INN SUITE - THAT MOMENT

     CAMERA pushes in on Gwenovier and Frank. (Dead on Singles.) 

                                GWENOVIER 
                      C'mon, Frank.  What are you doing? 

                                FRANK
                      What am I doing? 

                                GWENOVIER
                      Yeah. 

                                FRANK 
                      I'm quietly judging you. 

                                                                CUT TO: 

     INT. GAME SHOW STAGE - THAT MOMENT

     CAMERA pushes in on the FLOOR DIRECTOR again who counts down;

                                FLOOR DIRECTOR 
                      And...three...two...one --- 

     He points to Jimmy, who pops into shape, looks into the TV CAMERA.

                                JIMMY GATOR 
                      What a day and what a round, going
                      back and in for me and the final 
                      speed round to determine who's who 
                      today -- scores on the board's Kids: 
                      9225. Adults: 11,000.  And this game is 
                      not out of reach for the Kids...can they 
                      hang in there and break the record? (etc,etc)
                      Elders! Who's the lucky so and so? 

     Mim from the "Adults" speaks into her mic. 

                                MIM
                      It's gonna be me, Jimmy.

                                JIMMY 
                      C'mon down here, Mim.

     She stands up and crosses over to Jimmy.  This is for a ONE ON ONE
     final section speed round.  One Kid vs. One Adult. 

     ANGLE, STANLEY.
     CAMERA pushes in on him and lands in CU.

     He takes his shirt out of his pants and tries to pull it down enough to
     cover the large wet stain in his pants.

     ANGLE, JIMMY AND MIM
     They chat about the game so far, etc. "They're quite a challenge, etc."

     ANGLE, STANLEY and RICHARD and JULIA.
     Stanley can't pull his shirt down enough to cover.  He turns to
     Richard and Julia; 

                                STANLEY 
                      I don't wanna go, I can't do it this time. 

                                RICHARD 
                      -- the fuck are you talking about? 

                                JULIA 
                      You have to go, Stanley.  You're the
                      smartest. 

                                STANLEY 
                      I don't wanna do it.  Why can't one
                      of you do it -- 

                                RICHARD 
                      Stanley if you don't fuckin' stand up 
                      and go over there I'm gonna beat your ass -- 

                                STANLEY 
                      I'm sick of being the one, the one who
                      always has to do everything, I don't
                      want to be the one always -- 

                                JIMMY (OC)
                      KIDS!

     Jimmy looks over to the "Kids" panel. 

                                JIMMY 
                      Do I even have to ask?  Stanley, get
                      your butt over here -- 

     Stanley looks like a deer in headlights.  The AUDIENCE applauds. 

                                                                CUT TO:

     INT. SMILING PEANUT BAR - THAT MOMENT 

     The TELEVISION above the bar holds this moment where Stanley won't 
     move.  DONNIE is seriously fucked up now and the CAMERA pushes in 
     on him.  He glances around, up the television, sees Stanley.  BEAT.

     Thurston and the other folks around chat away, etc;

                                DONNIE
                      ...I'm sick....I'm sick here now.....

     They continue to chat, trying to ignore him now;

                                DONNIE 
                      I confuse melancholy and depression sometimes....

                                THURSTON 
                      Mmm.Hmm. 

                                DONNIE
                      You see? 

                                THURSTON 
                      Why don't you run along now friend,
                      your dessert is getting cold. 

                                DONNIE
                      I'm sick. 

                                THURSTON
                      Stay that way. 

                                DONNIE 
                      I'm sick and I'm in love. 

                                THURSTON 
                      You seem the sort of person who confuses the two. 

                                DONNIE 
                      That's right.  That's the first time
                      you're right.  I CONFUSE THE TWO
                      AND I DON'T CARE. 

     Donnie looks to Brad, then: 

                                DONNIE
                      HEY.  HEY. 

     Brad looks.  Donnie stands up, backs away from the bar as he talks;

                                DONNIE 
                      I love you.  I love you and I'm sick.
                                (beat) 
                      I'II talk to you....I'll talk to you 
                      tommorrow.  I'm getting corrective oral 
                      surgery tomorrow.  For my teeth.  For my 
                      teeth and for you....for you so we can speak. 
                      You have braces.  Me too.  Me too.  I'm getting
                      braces, too.  For you.  For you, dear Brad. 
                      And I don't have any money.  And I don't have
                      any money now but I'II get it...I will for 
                      you, Brad.  I love you, Brad.  Brad the Bartender.
                                (beat, crying now) 
                      You wanna love me back?  Love me back and I'll
                      be good to you.  I'II be god damn good for you. 
                      And I won't be mad if you don't know who said what.
                      I won't punish you if you get the answer wrong.
                      I can teach and tell you: Samuel Johnson. 

                                THURSTON 
                      Brad, honey, you have a special
                      secret crush over here I think, don't
                      take him too lovely -- he might get hurt --

                                DONNIE
                      You mind your own bussines.

                                THURSTON
                      Gently, son --

                                DONNIE
                      Brad, I know you don't love me now -- 

                                THURSTON
                      "It's a dangerous thing to confuse
                      chidlren with angels..." 

                                DONNIE 
                      -- and you wanna know the common element for
                      the entire group, like he asks...I'll tell you
                      the answer: I'll tell you, 'cause I had that
                      question.  I had that same question....Carbon. 
                      In pencil led, it's in the form of graphite
                      and in coal, it's all mixed up with other 
                      impurities and in the diamond it's in hard form.
                                (Jimmy impersonation)
                      "Well...all we were asking was the common
                      element, Donnie...but thank you for all that
                      unnecessary knowledge...ahhh, Kids!  Full of
                      useless thoughts, eh?"  Thank you. Thank you.
                                (beat) 
                      And the book says: "We may be through with
                      the past but the past is not through with us."
                                (to Thurston) 
                      And NO IT'S NOT DANGEROUS TO DO THAT.

     Donnie has backed away, close to the bathroom.  He heaves a bit,
     cries, turns and runs for the bathroom -- 

                                                                CUT TO: 

     INT. SMILING PEANUT/BATHROOM - THAT MOMENT

     OVERHEAD ANGLE, LOOKING STRAIGHT DOWN ONTO:
     Donnie bursts in the bathroom and starts to vomit and moan, etc.

                                                                CUT TO: 

     INT. POLICE CAR - MOVING - THAT MOMENT

     It's pouring RAIN still.  Jim Kurring is talking to himself, doing
     "Cops." (Dial: Ref. improv. notes/sweet girl/excited/date/job) 

     Jim Kurring interupts himself and notices something (very blurry,
     through the RAIN)

     JIM'S POV: A young BLACK MALE (late 20s) is standing on the street,
     about to jay-walk.

     The Young Black Male, at the site of Kurring, turns around and walks
     back the direction he came, deciding against the jay walk.

     Jim Kurring looks in his rear view mirror and sees that the Young
     Black Male is now RUNNING back towards something --

                                                                CUT TO:

     EXT. STREET - THAT MOMENT

     Jim Kurring's POLICE CAR makes a U-turn.

                                                                CUT TO:

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     Claudia snorts a line of coke, comes up and looks at her televison;
     It's playing, "What Do Kids Know?" 

                                                                CUT TO: 

     INT. GAME SHOW SET - THAT MOMENT

     Stanley doesn't move.  He says to Jimmy:

                                STANLEY 
                      I'm going to pass, Jimmy.

     ANGLE, JIMMY.  He doesn't know what to do and he's a bit out of it.

                                JIMMY
                      Stanley, passing to one of the other kids -- 

                                RICHARD 
                      We want Stanley to go, Jimmy. 

                                STANLEY 
                      I don't want to go. 

     BEAT. 

                                                                CUT TO: 

     INT. HOLIDAY INN/LOBBY - THAT MOMENT

     CAMERA (STEADICAM) follows/leads DOC as he walks from the seminar area 
     to the elevators...this is one continuous shot...as he gets into the
     elevator's and rides up, talking on the cel phone. 

                                DOC 
                      I'm walking towards the elevator's, Janet. 

                                JANET (OC) 
                      Fine.  Phil, you still there?

                                PHIL (OC)
                      Yeah I'm here. 

                                JANET (OC) 
                      I wanna ask you one question, Phil:
                      Have you talked to anyone else about
                      this?  About Frank and Earl? 

                                PHIL (OC)
                      No I haven't. 

                                JANET (OC)
                      Alright, good, I'd like to keep 
                      it that way -- all the security and 
                      what not, you understand?  This could
                      be a delicate situation for Frank and
                      the family -- 

                                DOC (OC)
                      What happend? 

                                JANET (OC)
                      Doc, just - don't, how close are you? 

                                DOC (OC) 
                      I'm about to get off the elevator --

     The Elevator doors DING and OPEN and Doc steps out -- heads down the
     hallway towards the suite -- 

                                JANET (OC) 
                      Phil, hang in just one more minute
                      ok?  I'm gonna put you on hold -- Doc 
                      you still there?

                                DOC
                      Yeah, I'm here, I'm off the
                      elevator, walking down the hall, now --

                                                                CUT TO: 

     INT. GAME SHOW SET - THAT MOMENT

     Stanley doesn't move. Jimmy tries to hold it all together;

                                JIMMY
                      Richard, Julia, kids?  What's it
                      gonna be, we need a player for one
                      on one -- 

                                RICHARD 
                      We want Stanley to play, Jimmy and
                      we're not sure why he won't -- 

                                STANLEY 
                      I don't want to play.  I always
                      play, I always answer the questions 
                      and I don't wanna do it anymore --

     CAMERA pushes in on Burt, who snaps at Cynthia:

                                BURT 
                      What the fuck is he doing, what's
                      wrong with him?

                                CYNTHIA
                      I have no idea. 

                                                                CUT TO: 

     INT. HOLIDAY INN - HALLWAY - THAT MOMENT

     CAMERA (STEADICAM) following Doc as he walks swiftly down the 
     hallway towards the suite -- 

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     CAMERA on Phil on the phone.  He sits watching Earl.  30fps. PUSH IN.

                                                                CUT TO: 

     INT. EARL'S HOUSE - GARAGE - THAT MOMENT

     It's black.  The GARAGE DOOR opens....Linda's MERCEDES is pulling in 
     out of the POURING RAIN....

                                                                CUT TO:

     INT. BOOTH - THAT MOMENT

     The DIRECTOR and his ASSISTANT and other folks in the booth;

                                DIRECTOR
                      This fuckin' kid ain't gettin'
                      up and we don't have a show, live
                      television, ladies and gents -- 

                                                                CUT TO: 

     INT. PARENTS GREEN ROOM - THAT MOMENT

     The other parents snap at Rick.  CAMERA DOLLIES in on him slow.

                                JULIA'S MOM
                      What the hell does he think he's doing?

                                RICHARD'S DAD 
                      Is this a point? is this a game?

                                RICK
                      GET THE FUCK UP, KID.

                                                                CUT TO:

     INT. HOLIDAY INN SUITE - THAT MOMENT

     CAMERA on Frank.  He looks at his watch, then: 

                                FRANK 
                      Time's up.  Thank you for the interview. 

                                GWENOVIER 
                      So you sat it out, that's what you did? 

                                FRANK 
                      You requested my time and I gave it
                      you, you called me a liar and made accusations.
                      And you say, "If I'd known I wouldn't have
                      asked," then it's not an attack?  Well, 
                      I don't wanna be the sort of fella who doesn't
                      keep his word.  I gave you my time, Bitch.
                      So fuck you now.

     Frank heads out of the room quick.  CAMERA leading him in CU.

                                GWENOVIER 
                      You're hurting a lot of people, Frank -- 

                                FRANK
                      -- fuck you.

     He's out the door with Captain Muffy in tow. 

                                                                CUT TO: 

     INT. HALLWAY - THAT MOMENT

     CAMERA moving quick with Doc towards the room.  Frank and Captain Muffy
     step out of the room and Doc holds up the Cel Phone....stops.

                                DOC 
                      Frank, there's a situation on the phone -- 

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     The DOGS go crazy barking and Phil jumps a bit.  They hear the garage
     door and run towards it.  The Morphine Dog runs into a wall. 

     Phil turns his head (40fps) 

                                                                CUT TO: 

     INT. GAME SHOW SET - THAT MOMENT

     CAMERA on Stanley.  BEAT.  HOLD.

                                JIMMY (OC) 
                      I need a player, Kids....c'mon now.
                                (to Audience) 
                      The indescision of a child, ladies
                      and germs!

     The AUDIENCE laughs a bit and chuckles.

                                STANLEY 
                      This isn't funny.  This isn't "cute."
                      Jimmy -- Jimmy -- we're not a toy --
                      we're not dolls, here.  This isn't 
                      funny you see, the way we're looked at 
                      if you think that we're cute Because What?
                      What?  I'm made to feel like a freak 
                      if I answer questions and I'm smart or 
                      I have to go to the bathroom.  What Is That?
                                (starts to cry) 
                      And what is that, Jimmy, I'm asking?
                      I'm asking what is that, Jimmy?
                      I'm asking you that -- ?

     CAMERA pushes in a bit on him.

                                JIMMY 
                      Well I'm not sure, Stanley. 

                                                                CUT TO: 

     EXT. APARTMENT BUILDING/LA RIVER - THAT MOMENT

     CAMERA {STEADICAM) follows Jim Kurring as he walks around the side of
     an apartment building, looking for the BLACK MALE....he snoops a bit,
     holding his flashlight as it's just about dark....the side of the 
     building runs along the L.A River.....he starts in towards something... 

     A very LOUD GUNSHOT IS HEARD and HITS on the side wall of the
     apartment, right next to Jim Kurring's FACE --

     ...he ducks for cover, looses balance and falls down, in the mud,
     sliding down the embankment next to the L.A. River --- another
     GUN SHOT is heard....

     Kurring reaches for his REVOLVER which is not in it's holster --

                                                                CUT TO: 

     INT. SMILING PEANUT/BATHROOM - THAT MOMENT

     CAMERA zooms in from overhead angle as Donnie continues to
     throw up violently. 

                                                                CUT TO: 

     INT. HOLIDAY INN - STAIRWELL - THAT MOMENT (INTERCUT)

     CAMERA holds on Frank in close up, he's on the phone.
     Doc and Captain Muffy stand with him in the stairwell. 

                                JANET (OC)
                      I'm sorry, Frank.  I didn't know 
                      what you would want here, what you 
                      would want me to do -- I'm -- I asked
                      him all the right questions,
                      he's his nurse, he's sitting right
                      there with him and he's -- I mean, 
                      I can hear him in the background --
                      your father -- 

                                FRANK
                      Is he at the house? 

                                JANET (OC) 
                      I asked him the exact adress and he
                      gave it -- I know that this must 
                      be hard, you having to hear this -- 

                                FRANK 
                      Don't give me things, Janet just tell
                      me the thing, the information -- 

                                JANET (OC)
                      I'm sorry. 

                                                                CUT TO: 

     INT. EARL'S GARAGE - THAT MOMENT

     Linda parks the car and leaves the ENGINE RUNNING.  BEAT.
     We can hear the DOGS BARKING OC....HOLD. 

                                                                CUT TO:

     INT. GAME SHOW SET - THAT MOMENT

     Stanley is continuing.  He's hyperventilating. 

                                STANLEY 
                      We are not on display.  I am not a doll. 
                      I AM NOT A DOLL...I' M NOT SILLY AND CUTE.
                      I'M SMART SO THAT SHOULDN'T MAKE ME SOMETHING,
                      SOMETHING SO PEOPLE CAN WATCH HOW SILLY IT 
                      IS THAT HE'S SMART?  I KNOW.  I KNOW THINGS.
                      I KNOW. I HAVE TO GO TO THE BATHROOM I HAVE
                      TO GO TO THE BATHROOM AND I HAVE TO GO.

                                JIMMY 
                      I'm sorry, Stanley. 

     Stanley embarresed now.

                                STANLEY 
                      I'm sorry, I'm sorry, I didn't mean to do this. 

                                                                CUT TO: 

     INT. PARENTS GREEN ROOM - THAT MOMENT

     RICK is standing now....he VIOLENTLY throws a chair against the 
     wall and it SHATTERS into a hundred pieces -- 

                                RICK 
                      FUCK. FUCK. FUCK. FUCK. 

                                                                CUT TO:

     EXT. APARTMENT/LA RIVER EMBANKMENT - THAT MOMENT

     It's FLOODING with RAIN....Jim Kurring is without gun and he's 
     scared shitless....and he can't see...and he's running for cover
     in some bushes....CAMERA is HAND HELD and wild, following and 
     falling with him....MUD and RAIN and SHIT everywhere......

     His POV...across a bridge...he sees the slight FIGURE as it flees....
     (could be the Black Male, but hard to tell in a quick glimpse) he then
     sees another SMALLER FIGURE scuttle away...

     He doesn't run.....he stays...holds....

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     CAMERA pushes in on her cocaine on the table, TILTS up to her FACE, 
     watching the show, then WHIPS RT. and pushes in towards the MONITOR. 

     ON THE MONITOR. 
     Stanley is crying....

                                                                CUT TO:

     INT. GAME SHOW SET - THAT MOMENT

     CAMERA on Stanley.

                                STANLEY 
                      I don't mean to cry, I'm sorry. 

                                JIMMY 
                      It's okay, Stanley. It's alright.

     CAMERA with Burt as he walks to the Floor Director...

                                BURT 
                      Take us off the air, go to the 
                      the credits --

     The Floor Director starts to speak some things into the headset.

                                                                CUT TO: 

     INT. EARL'S GARAGE - THAT MOMENT

     Linda rolls down the windows in the closed garage with the engine
     running...fumes start to fill the garage...she starts to cry and
     lights a cigarrette...the bag of perscriptions sits next to her... 

                                                                CUT TO:

     INT. STAIRWELL - THAT MOMENT (INTERCUT)

     Frank on the phone with Janet, Captain Muffy and Doc in stairwell.

                                FRANK
                      I haven't spoken to this asshole in
                      ten years....what did I do....?
                      What did I do today for this?  For all 
                      of this? ....what....is this....
                      ....Is This A Movie.....? 

                                                                CUT TO: 

     INT. GAME SHOW SET - THAT MOMENT

     The MONITORS in the place go to a Still Card that has the 
     "What Do Kids Know?" logo...and the titles start to roll on it. 

     Stanley notices and he RUNS from the podium, towards backstage...

     ...Jimmy is standing next to Mim he holds on to her a moment.....
     loosing his balance again....

     ....Burt and Cynthia rush the stage....

     Stanley dissapears from the stage...

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     Phil still on the phone, Earl is asleep.  He stands up and heads for
     the garage -- hears the sound of the engine running -- dogs are
     continuing to bark like crazy -- 

                                                                CUT TO: 

     INT. GARAGE - THAT MOMENT

     Linda in CU.  She hesitates a moment.  THEN:  She quickly
     shuts off the engine, GRABS the bag of LIQUID MORPHINE -- 

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     CAMERA leads/follows Linda as she enters, approaches Phil; 

                                PHIL
                      Linda -- 

                                LINDA 
                      What are you doing?

                                PHIL 
                      I've got Frank...Frank Earl's son. 
                      He's...he asked me to get him and I did --

                                LINDA 
                      Hang up the phone. 

                                PHIL 
                      No, Linda, you don't understan -- 

                                LINDA 
                      PUT THE FUCKIN' PHONE DOWN, HANG IT UP.

     She SLAPS his FACE HARD.  The PHONE FALLS to the ground.

                                                                CUT TO: 

     INT. STAIRWELL - HOLIDAY INN - THAT MOMENT (INTERCUT)

     Frank on the cel phone to Janet --

                                FRANK
                      Put him on --

     Janet clicks Frank over and there's a MOMENT of BLUR/NOISE (Linda and
     Phil, screaming and static) and then it's gone --

                                                                CUT TO:

     INT. EARL'S HOUSE - THAT MOMENT

     Linda screaming at Phil.

                                LINDA
                      You don't do that, you don't call him,
                      you don't know to get involved in the
                      bussiness of his, of his of my family.
                      this is the family, me and him do you
                      understand?  You understand? NO ONE ELSE.
                      THERE IS NO ONE ELSE.  That man, his son
                      does not exist.  HE IS DEAD.  HE IS DEAD
                      and WHO TOLD YOU TO DO THAT?

                                PHIL
                      Earl asked me, Linda, please, Linda,
                      I'm sorry -- Earl asked me --

                                LINDA
                      BULLSHIT. BULLSHIT HE DIDN'T ASK YOU,
                      HE DOESN'T WANT HIM, HE DOESN'T
                      WANT TO TALK TO HIM, SO FUCK YOU THAT
                      HE ASKED THAT. THERE IS NO ONE BUT ME
                      AND HIM.

     She breaks down, more, more, more.

                                                                CUT TO:

     INT. STAIRWELL - THAT MOMENT (INTERCUT)

     Frank listens on the phone to dead air....hold a long moment, then:
     He hands the phone back to Doc;

                                FRANK
                      There's no one there.

     Frank walks away quick.  CAMERA leads him out of the stairwell
     and down the hallway...HOLD ON HIS FACE CLOSE.

                                                                CUT TO:

     INT. GAME SHOW STAGE - THAT MOMENT

     CAMERA (STEADICAM) follows Mary as she runs over to Jimmy.

                                JIMMY 
                      Take me outta here, Mary...I gotta 
                      go, I gotta go home to Rose, please, please. 

     She leads him away.  CAMERA moves over to BURT who's dealing with
     the situation -- RICK comes running over, looking for Stanley. 
     "Where is he? Where the fuck did he go?"  Burt tries to calm him down. 

     CANERA moves over to Cynthia who's dealing with Richard and Julia
     and Mim and Luis and Todd. 

                                CYNTHIA 
                      Let's go, c'mon, get up -- 

                                RICHARD
                      Did we win or lose, I mean --?

                                CYNTHIA 
                      I don't know, Richard, they need 
                      to talk it over --

                                LUIS 
                      You lost, kid.  They go to the score
                      at the time it was called -- 

                                JULIA 
                      That's not an official rule. 

                                LUIS 
                      That's the way it goes. 

                                RICHARD 
                      Bullshit. Who says that, what rule book, 
                      in what sport?  This is different, it's a quiz show,
                      they don't go by sports rules -- 

                                MIM 
                      Let's all just settle down -- 

                                CYNTHIA 
                      Richard, shut it and keep it down.

                                RICHARD 
                      If he hadn't pissed his pants, we woulda
                      won.  We fucking had this game. 

                                LUIS 
                      You didn't have shit, kid. 

     CAMERA with Jimmy and Mary as they head off, down the HALLWAY
     and towards some elevators -- He's really out of it --

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     She sits in front of the coke and in front of the television.

     CU. TELEVISION IMAGE - THAT MOMENT 

     A still card with the "What Do Kids Know?" logo and the credits
     still running.  At the end a logo that reads:

                This has been a Big Earl Partridge Production

                                                                CUT TO: 

     EXT. WASH AREA/APARTMENT - DAY

     CAMERA (HAND HELD) with Jim Kurring.  He's searches around 
     frantic for his revolver....looking everywhere...RAIN IS POURING. 

     He does tearful "cops" dial. Ref: "I'm not goin' back
     to the Station House without my god damn gun." etc.

                                                                CUT TO: 

     EXT. STREETS/BURBANK - THAT MOMENT

     CAMERA tracks with Stanley as he runs and runs down the streets
     in the RAIN.  CAMERA holds a ECU as we move.

                                                                CUT TO:

     EXT. SMILING PEANUT/PARKING AREA - THAT MOMENT

     Donnie walks out and gets in his car -- he goes to start it,
     but it won't start.  HOLD outtside the car.  Rain pouring down. 

     He gets out and walks.  A Pedestrian walking in to the bar recognizes
     him and smiles, says:

                                PEDESTRIAN
                      Smart Kid Donnie Smith! Quiz Kid! He.He. 

     Donnie keeps walking straight past.

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     Linda is bedside with Earl.  She cries her eyes out.  She
     speaks to him in mumbles about "...sorry..." "...my love..."
     "...you've lived a long, good life..."  She prepares the 
     bottle of liquid morphine and sets it next to the him...HOLD.

     Earl comes out of it a bit, pets her head, mumbles a few words that 
     don't make sense.  Phil in the b.g.  Linda can't administer the drops,
     she turns quickly to Phil; 

                                LINDA 
                      listen...listen to me now, Phil: 
                      I'm sorry, sorry I slapped your face. 
                      ...because I don't know what I'm doing...
                      ...I don't know how to do this, y'know? 
                      You understand?  y'know?  I...I'm...I do things 
                      and I fuck up and I fucked up....forgive me, ok?
                      Can you just...

                                PHIL 
                      ....it's alright....

                                LINDA 
                      Tell him I'm sorry, ok, yes, you do that, 
                      now, I'm sorry, tell him, for all the things
                      I've done...I fucked up and I'm sorry....
                      And I'm Gonna Turn Away And Walk Now And Not
                      Look At Him Not See My Man, My Earl, I'll 
                      leave now...and tell him it's ok and I'm ok. 
                      The whole thing was ok with me -- and I know. 

     She turns quick and walks out of the house.

     HOLD ON PHIL.  He paces around a moment or two, looks at the side table.

     CU - THE BOTTLE OF LIQUID MORPHINE.
     It's ready to go.

     CU - PHIL. He looks at it. 

                                                                CUT TO: 

     INT. HOLIDAY INN - SEMINAR ROOM - THAT MOMENT

     CAMERA holds on the image of a slide that reads:

                  "How To Fake Like You Are Nice And Caring"

     Frank steps into FRAME.  HOLD.  OC we hear the audience applaud.

                                FRANK 
                      Welcome back.  Back from break. 
                      I hope you guys stayed away from those
                      little nacho bits I saw out there... 
                      I know...I know...hey, you're not payin' 
                      for the snacks....

     Slight laughter.  Frank slows down. 

                                FRANK 
                      "How To Fake Like You Are Nice and Caring."
                      This is...obviously...quite an important 
                      section...I mean, let's face it...face the
                      facts...Men Are Shit, right?  I mean, 
                      that is what they all say.  We've all done
                      bad things...bad things that no woman
                      has ever done...that's what they say. 
                      We As Men are taught to apologize: "I've done wrong."
                      "I'm sorry."  "My needs as a man made me..."
                      Something, something...bullshit....well what 
                      I would like to say....

     Frank references some note cards, a bit of a daze is clear now:

                                FRANK
                      If you feel, made to feel like you need
                      them, like -- like you can't live if
                      you're without them or you need, what? 
                      They're pussy?  They're love? Fuck that. 
                      Self Sufficient, gents.  That's the truth.
                      What you are -- we are -- you need them 
                      for what?  To fucking make you a piece of
                      snot rag?  A puppett?  huh?  Hear them
                      bitch and moan? bitch and moan -- 
                      and we're taught one thing -- go the other
                      way -- there is No Excuse I will give you,
                      I'm not gonna apologize -- I'm not gonna 
                      apologize for my NEED my DESIRE...my, the 
                      things that I need as a man to feel comfortable...
                      You understand?  You understand?  You need
                      to say something, "my mommy hit me or 
                      daddy hit me or didn't let me play soccer, 
                      so now I make mistakes, cause a that -- something,
                      so now I piss and shit on it and do this."
                      Bullshit.  I'm sorry. ok. yeah. no. fuck. 
                      go.  fuck. alright. go make a new mistake.
                      maybe not, I dunno...fuck.... 

     Frank drops the microphone and walks off stage...Audience rumbles
     with confusion, etc.  Doc and Captain Muffy frantic, etc.  Frank
     heads off -- slight look across the reception hall to see Gwenovier --

     He's gone. 

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT                      Sequence H

     CAMERA on Earl.  He opens his eyes a bit....looks over to Phil. 

                                EARL 
                      Phil...Phil...

     Phil comes over and takes a seat next to him.

                                EARL 
                      I'm onna try and talk...I'm atryan
                      say some thing some thing... 

     Earl begins to talk. (Director's Note: Following is the story
     Earl tells, it is to be more broken and elliptical, factoring 
     in Earl's state of mind and health, etc, but here's the concept
     in its entirety;) 

                                EARL 
                      Do you know Lily?  Phil..do you know her? 

                                PHIL
                      No. 

                                EARL
                      ...Lily...? 

                                PHIL
                      No. 

                                EARL 
                      She's my love...my life...love of it...
                      In school when you're 12 years old. 
                      In school, in six grade....and I saw her 
                      and I didn't go to that school...but we met.
                      And my friend knew her...I would say, 
                      "What's that girl?"  "How's that Lily?"
                      "Oh, she's a bad girl...she sleeps with 
                      guys..."  My friend would say this....but 
                      then sometime...I went to another school, you see?
                      But then...when high school at the end, what's
                      that?  What is that?  When you get to the end? 

                                PHIL
                      Graduation? 

                                EARL 
                      No, no, the grade...the grade that you're in? 

                                PHIL
                      Twelve. 

                                EARL 
                      Yeah...So I go to her school for that
                      for grade twelve...and we meet...she
                      was fuckin...like a doll...porcelain
                      doll...and the hips...child bearing
                      hips...y'know that?  So beautiful.
                      But I didn't have sex with anyone,
                      you know?  I was not...I couldn't 
                      do anything...always scared, y'know... 
                      she was...she had some boyfriends...they 
                      liked her y'know...but I didn't like that.
                      I couldn't get over that I wasn't a man, 
                      but she was a woman. Y'see?  Y'see I didn't
                      make her feel ok about that....I would
                      say, "How many men you been with?" 
                      She told me, I couldn't take it...take that
                      I wasn't a man....because if I hadn't had
                      sex with women...like as many women as
                      she had men...then I was weak...a boy....
                      But I loved her...you understand? 
                      ....well, of course, I wanted to have
                      sex with her...and I did and we were 
                      together....we met...age twelve, but then 
                      again...age seventeen...something, somethin...
                      I didn't let her forget that I thought she
                      was a bad...a slut.....a slut I would call
                      her and hit her....I hit her for what she
                      did...but we married...Lily and me and we
                      married...but I cheated on her...over and
                      over and over again...because I wanted
                      to be a man and I couldn't let her be 
                      a woman...a smart, free person who was
                      something...my mind then, so fuckin' 
                      stupid, so fuckin....jesus christ, what
                      would I think...did I think....?
                      ...for what I've done...She's my wife for
                      thirty eight years...I went behind her...
                      over and over...fucking asshole I am 
                      that I would go out and fuck and come
                      home and get in her bed and say 
                      "I love you..."  This'z Jack's mother.
                      His mother Lily...these two that I had
                      and I lost .... and this is the regret that 
                      you make...the regret you make is the
                      something that you take...blah...blah...blah... 
                      something, something.....
                                (beat)
                      Gimme a cigarettee?

     Through the following Phil tries to give Earl a cigarette,
     which Earl can't get to his mouth, but then mimes that he's
     smoking as he starts to get more and more delusional, etc. 

                                EARL 
                      She had cancer...from her...in her 
                      stomach and I didn't go anywhere 
                      with her...and I didn't do a god thing...
                      for her and to help her....shit...this
                      bitch...the beautiful, beautiful bitch
                      with perfect skin and child bearing 
                      hips and so soft...her namewasLilysee?
                                (beat, fading) 
                      He liked her though he did, his mom, 
                      Frank/Jack...he took care of her and she died.
                      She didn't stick with him and he thinks 
                      and he hates me, ok...see...I'm...that's
                      then what you get? 
                      ....are you still walkin' in that car...?

                                PHIL 
                      What?  Say it again...walking in the car?

                                EARL 
                      ....getthat on the tv....there... 

     Earl starts to break down in tears, streaming out of his eyes,
     his body isn't moving at all; 

                                EARL 
                      ...mistakes like this are not ok... 
                      sometimes you make some, and ok...not
                      sometimes to make other one....know
                      that you should do better....I loved Lily.
                      I cheated on her.  For thirty five years.
                      And I have this son.  And she has cancer. 
                      And I'm not there.  And he's forced to take 
                      care of her.  He's fourteen years old to take
                      care of his mother and watch her die on him. 
                      Little Kid.  And I'm not there.  And She Dies.
                      And I Live My Life.  And I'm Not Fair. 
                      Thirty eight years and she has cancer and
                      I'm gone...I leave...I walk out, I can't
                      deal with that...who am I?  Who the fuck
                      do I think I am to go and do a thing?
                      Shit on that and that lovely person. 
                      I'll go away...I'll go away...I can't 
                      hold this..you gotta take this fuckin' 
                      pen outta my hand...you fuckin' piss, cocksucker... 
                      .....atke this.....

     Phil mimes as if he's taking a pen from Earl's hand. 

                                PHIL
                      I got it. 

     CAMERA stays with PHIL.  Hold on him as Earl continues a moment.
     SLOW DOLLY IN. 

                                EARL 
                      OH FUCK...THIS FUCKIN STORY HAS FALLEN APART
                      and I don't even think I can...I got no
                      punchline -- we had good times later, 
                      the best times, the love of my life,
                      I thirty eight years -- but never the respect
                      and the...she knew what I did...she knew...
                      all the stupid things I've done but the 
                      LOVE was stronger than anything you can think up. 

     CAMERA LANDS CU ON PHIL.  Earl's voice continues over the following:

                                                                CUT TO: 

     EXT. JIMMY GATOR'S HOUSE - THAT MOMENT/EVENING

     Jimmy and Mary pull up in the pouring rain.  Rose comes out and
     they help him in the house. 

                                EARL'S VOICE 
                      ...The attachment....I loved her so much.
                      And I didn't treat her and the goddamn 
                      regret...THE GODDAMN REGRET...and I'll die... 

                                                                CUT TO:

     INT. JIMMY GATOR'S HOUSE - THAT MOMENT/EVENING

     Rose and Mary help Jimmy to the couch and get him situated.

                                EARL'S VOICE
                      Now I'll die and I'll tell you: what?
                      The biggest regret of my life: 
                      I let my love go.....

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT/EVENING

     Claudia in the shower.  Claudia brushinq her hair in the mirror. 
     Claudia attempting to look nice.  Claudia, dressed for the date,
     sits in front of the coke and looks at it;

                                EARL'S VOICE 
                      ...I ruined my love...jesus...jesus christ. 
                      what did I do and I had to get away...?
                      something, something to do....I can't explain.
                      ....I love her so much....leave her there....
                      and to punish...punish her....

                                                                CUT TO:

     INT. POLICE CAR - THAT MOMENT/EVENING

     Jim Kurring on the radio of his squad car, reports the gun missing.
     (Technical language here.) 

                                EARL'S VOICE 
                      ....and the punishment for what? What? 
                      ...nothing....and I'm so embarresed....
                      so embarresed for what I've done... 

                                                                CUT TO:

     INT. WASH AREA/APARTMENT BUILDING - THAT MOMENT/EVENING

     Other OFFICERS assist in the search for the missing gun.  They are out
     with flashlights, etc.  A severe search of the area is underway.  Jim 
     Kurring is clearly getting a lot of shit from the other officers, etc.

                                EARL'S VOICE 
                      I'm seventy five years old and embarresed.
                      ....million years ago...my fuckin REGRET
                      AND GUILT AND these things...don't 
                      let anyone tell you that you shouldn't
                      regret anything.....don't do that...don't.....

                                                                CUT TO: 

     INT. POLICE STATION/REPORT WRITING ROOM - LATER/EVENING

     CAMERA pushes in on Jim Kurring, in civilian clothes now, filling 
     out a Loss Report.  CU's on the form.  OC voices of officers making
     fun of him, etc.  CAMERA continues a bit past him, views, through
     some window, MARCIE...across the way in a detaining room. 

                                EARL'S VOICE 
                      ...you fuckin' regret what you want... 
                      ...use that....use that....

                                                                CUT TO:

     INT. HOLDING ROOM - THAT MOMENT

     CAMERA pushes in on Marcie.  She's crying and looking down. 
     She lifts her head, speaks to an UNSEEN OFFICER nearby, guarding 
     her cell;

                                MARCIE 
                      I wanna confess what I've done. 

                                                                CUT TO: 

     INT. SCHOOL LIBRARY - THAT MOMENT/EVENING

     Stanley breaks a window.  Stanley reaches in and unlocks a lock.
     Stanley rummages around the dark school library.  He's soaking
     wet...he accumulates a bunch of books and starts to search for 
     stuff....CU - Dissolve images, optical, etc. (child performers,etc) 

                                EARL'S VOICE 
                      ....use that regret for you any way 
                      you want...you can use that ok....
                      someone says not to regret or think about 
                      the past, something, mistakes we make.....bullshit. 

                                                                CUT TO:

     INT. DONNIE SMITH'S APARTMENT - THAT MOMENT/EVENING

     Donnie takes some KEYS out of a kitchen drawer and puts them 
     on his key chain.  Donnie places the keys on one by one....

                                EARL'S VOICE 
                      ....this is a long way to go for no
                      punch...a little moral....story I say... 
                      Love. love. love....this fuckin' life....
                      ohhhhhhh, love.....

                                                                CUT TO: 

     EXT. EMPTY PARKING LOT - THAT MOMENT/EVENING/NIGHT

     CAMERA holds a wide angle.  Linda's Mercedes is parked.

                                                                CUT TO: 

     INT. LINDA'S CAR - THAT MOMENT/EVENING/NIGHT

     Linda takes some pills.  Then she takes some more...then she takes 
     some more....then she swallows a whole bottle of pills...she 
     drinks from a small bottle of Vodka....swallows every last pill.....

                                EARL'S VOICE 
                      ...it's so fuckin' hard....and so long....
                      life ain't short it's long....Life is long, 
                      godddmnit -- god damn....whatd I do?
                      Whatd I do? ohhhh what'dIdo? 

                                                                CUT TO: 

     INT. FRANK'S CAR - THAT MOMENT/NIGHT

     CAMERA holds CU on Frank.  He just sits.  BEAT.  THEN.

     WIDER ANGLE, THAT MOMENT. 
     Reveal that Frank's car is sitting out front of Earl's house. 

     The Mexican Nurse that we saw earlier in the film, who Phil
     relieved, walks past his car and up to Earl's house... 

                                                                CUT TO: 

     INT. EARL'S HOUSE - MOMENTS LATER/NIGHT

     Phil quietly stands in the front doorway, sotto words with the 
     Mexican Nurse, who keeps outside. 

                                PHIL 
                      It's ok...I'm gonna stay...stay it out. 

     The Mexican Nurse nods, understands.  Phil turns back into the house.

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT/NIGHT

     CAMERA CU on the bottle of liquid morphine.  Phil's hand comes 
     into FRAME and takes it....TILT up to his face.

     Phil is in tears....he dips the baby dropper in the bottle.....

     Earl is out of breath, painfully....Phil hesitates, then: 

     CU - The liquid morhphine is dropped into Earl's mouth. 

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT/NIGHT

     She looks at the coke in front of her.  She hesitates.  Her stereo is
     playing a song....it plays softly, then gets a bit louder....

     She leans down and SNORTS the fat line of COKE.  HOLD on her....she
     starts to sing along with the song....

                                CLAUDIA 
                      "..it's not what you thought when you 
                      first began it...you got what you want....
                      now you can hardly stand it though by now 
                      you know, it's not going to stop....."

     The SONG continues.  The following has each of the principles 
     half singing along with the song, who's lead vocal will stay
     constant throughout. 

                                                                CUT TO: 

     INT. JIM KURRING'S APARTMENT - THAT MOMENT

     CAMERA PUSHES in slowly on Jim Kurring.  He sits on the bed, dressed up
     and ready to go.  He starts to sing along to the song as well. 

                                JIM KURRING
                      ...it's not going to stop...it's not
                      going to stop 'till you wise up..."


                                                                CUT TO:

     INT. JIMMY'S HOUSE - OFFICE - THAT MOMENT

     CAMERA moves in towards Jimmy, alone, sitting in his office, singing.

                                JIMMY GATOR
                      "You're sure there's a cure and you
                      have finally found it"

                                                                CUT TO: 

     INT. DONNIE'S APARTMENT - THAT MOMENT

     CAMERA pushes in on Donnie smith as he starts to sing.

                                DONNIE SMITH 
                      "You think....one drink...will shrink 
                      'till you're underground and living down, 
                      but it's not going to stop..." 

                                                                CUT TO:

     INT. EARL'S HOUSE - THAT MOMENT

     CAMERA DOLLIES in on Phil, holding back his tears and singing
     along to the song...as he sits over Earl....

                                PHIL
                      "It's not going to stop...it's not
                      going to stop...." 

     CAMERA moves over to Earl, eyes closed, starts to sing as well...

                                EARL 
                      "...it's not going to stop 'till
                      you wise up..."

                                                                CUT TO:

     INT. EMPTY PARKING LOT - THAT MOMENT

     CAMERA DOLLIES in on LINDA.  She's passed out in her car, head
     pressed against the glass, but she starts to sing along....

                                LINDA
                      "...prepare a list of what you need 
                      before you sign away the deed, 'cause
                      it's not going to stop..." 

                                                                CUT TO:

     INT. FRANK'S CAR - PARKED - THAT MOMENT

     CAMERA pushes in a bit on Frank, singing along.

                                FRANK 
                      "...it's not going to stop...it's not
                      going to stop....it's not gonna 
                      stop 'till you wise up, no it's not
                      gonna stop..."

                                                                CUT TO: 

     INT. SCHOOL LIBRARY - THAT MOMENT

     CAMERA pushes in, (light coming up from the book he reads) 
     optical, glimpse what he reads....then pulls back from STANLEY. 

                                STANLEY 
                      "..till you wise up, no it's not 
                      going to stop, so just....give up."

     PULL BACK.

                                                                CUT TO: 

     EXT. SKY - NIGHT                                     Sequence I

     The rain stops.  Suddenly and quickly it's over.  Clear as a bell. HOLD.

     Title card:           Weather information,etc.

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - STAIRWELL - NIGHT

     The door opens and Claudia looks really nice.  Jim Kurring smiles 
     and says hello. 

                                                                CUT TO: 

     EXT. CLAUDIA'S APARTMENT - MOMENTS LATER

     Jim Kurring opens the door for Claudia and she gets in. 
     He runs around and they drive off. 

                                                                CUT TO: 

     INT. DONNIE'S APARTMENT - THAT MOMENT

     Donnie takes the KEYS and puts on big dark coat and looks
     in the mirror. 

                                DONNIE 
                      You know, you know, you know. Go,go,go. 

                                                                CUT TO:

     INT. DONNIE'S APARTMENT - STAIRWELL - THAT MOMENT

     Donnie knocks on his neighbor's door.  A little OLD LADY opens up; 

                                LITTLE OLD LADY
                      Donnie, oh, Donnie -- 

                                DONNIE 
                      Hello, dear...I need a favor. 

                                                                CUT TO: 

     EXT. DONNIE'S APARTMENT - CAR PORT - THAT MOMENT

     Donnie comes down and gets in the little old lady's
     Buick Regal and starts it up.

                                                                CUT TO:

     EXT. EARL'S HOUSE - THAT MOMENT

     Frank gets out of his car and walks up to the house.
     He rings the doorbell.

                                                                CUT TO:

     INT. EARL'S HOUSE - THAT MOMENT

     The DOGS go crazy barking.  Phil walks away from Earl and answers
     the door.  Frank standing there.  Phil looks a bit surprised and
     fumbles a moment...They stand in doorway and speak very quietly;

                                PHIL 
                      Hello.  Frank.  Frank TJ Mackey. 

                                FRANK 
                      ...are you Phil...? 

                                PHIL 
                      Yeah. I was trying to get in touch
                      with you.  We got dissconnected. 

                                FRANK 
                      I got your message.  That you were
                      trying to get me -- right? 

                                PHIL 
                      Yes.  I didn't know how to find you.
                      Earl asked me, so I looked through 
                      the adress books and there was no number,
                      nothing -- 

                                FRANK
                      Is Linda here? 

                                PHIL 
                      She's not here, she went out. 
                      I'm sorry.  This is all just so, 
                      I don't know what, what to do -- your 
                      Dad asked me to try and track you down. 
                      To get you and I did, I called the number --
                      Do you wanna come in? 

                                FRANK 
                      Yeah let's...maybe just stand. 

                                PHIL 
                      These Dogs'll calm down -- you just
                      have to come in -- 

     He steps in the door and the dogs start to settle down a bit.

                                PHIL
                      He's in here. 

                                FRANK 
                      Let's just wait one minute and stay here, okay? 

                                PHIL
                      Ok. 

     BEAT.  They stand in the foyer and the dogs eventually calm down
     and go away.  BEAT.

                                FRANK 
                      How long have you taken care of him? 

                                PHIL 
                      For six months.  I'm the day nurse... 

                                FRANK
                      Uh-huh.  What's going on? 

                                PHIL 
                      He's...I'm sorry...so sorry...I've seen 
                      this before, you know and you don't....
                      He's going very fast....Frank...um....

                                FRANK
                      Is he in pain? 

                                PHIL 
                      I just...he was...but I gave him, 
                      I just had to give him a small dose of 
                      liquid morphine.  He hasn't been able to
                      swallow the morphine pills so we now, 
                      I just had to go to the liquid morphine...
                      For the pain, you understand? 

                                FRANK
                      ...uh-huh... 

     BEAT. Silence, then: 

                                FRANK 
                      How long...you think? 

                                PHIL 
                      Um...soon tonight...I think, yes? 
                      Tommorrow...I mean...very soon...very... 

                                FRANK 
                      When did he go off chemo? 

                                PHIL
                      About three weeks ago.

                                FRANK
                      .....have you ever seen this..I mean, 
                      never mind, you said --

                                PHIL
                      I work as a nurse, for a proffesion -- 

                                FRANK 
                      Uh. huh.

                                PHIL
                      I'm really sorry.

                                FRANK 
                      He's in here --?

                                PHIL
                      Yeah.

     Phil starts to guide him, Frank holds him back.

                                FRANK
                      No, let's just wait one minute,
                      let's just stand here one minute or so --

     BEAT.  They stand.  HOLD.

                                PHIL
                      I've heard your tapes on the phone.

                                FRANK
                      Oh yeah. 

                                PHIL 
                      When they put me on hold, to 
                      talk to you...they play the tapes. 
                      I mean: I'd seen the commercials
                      and heard about you, but I'd never heard
                      the tapes ....

                                FRANK
                      Uh. huh. 

                                PHIL 
                      It's interesting. 

                                FRANK
                      Mmm. 

     Long pause.  Then: 

                                                                CUT TO: 

     INT. LAMPLIGHTER - THAT MOMENT

     CAMERA with Stanley, sitting alone in a booth with a Coke and a cookie.
     He's reading a book.  BEAT, HOLD, THEN:

     CAMERA pans/dollies away and booms up -- moving across the
     restaraunt -- across the way, sitting in a booth by the opposite 
     window, out of view from Stanley;

     Dixon, the little kid from earlier, sitting in a booth with a
     young black male, WORM (20s) This is clearly the back figure
     we've been seeing glimpses of --

     ANGLE, AT THE BOOTH.
     Dixon eats same pudding.  Worm mumbles to him, various jabs.
     "...sit up straight..." "...world is hard..." "..little brat..."

     HOLD.  Worm glances across the coffee shop -- he sees Stanley.

     Worm HOLDS his look, thinks a moment.  He looks up at the
     WOMAN behind the counter...she's doing a crossword puzzle.

     Worm looks back to Dixon, subtle mumbles and gestures and
     few moments later, Dixon stands from the booth and exits the
     coffee shop.

     HOLD w/WORM.  He sticks a finger down his throat, makes himself
     well with tears.  He stands up OUT OF FRAME.

     ANGLE, COUNTER NEAR STANLEY.
     Worm sits into FRAME, near to Stanley.  Stanley glances up, they
     make a quick moment of eye contact, then look away.  BEAT. HOLD.

                                                                CUT TO:

     EXT. PARKING LOT/BEHIND LAMPLIGHTER - MOMENTS LATER

     CAMERA follows Dixon as he walks towards an old beat up PARKED CAR.
     He stops, hesitates, looks across the way --

     LINDA'S MERCEDES is parked.

     He hestitates a moment, looks left and right and all around
     and then he starts to walk over to the car...

     AT LINDA'S CAR.  Dixon sees that she's passed out, knocks on
     the window...

                                DIXON 
                      Lady...hey Lady...Lady....you ok?
                      you alive...huh...hey?

     He looks around again, then gets in the passenger's side of the
     car, shakes her same more.

                                DIXON
                      Lady.  Lady. Hey wake up.  Lady?

     Dixon reaches down and takes her PURSE, takes the MONEY out of the
     WALLET and then reaches for her CEL PHONE and dials 911.

                                DIXON 
                      Hello?  Hello?  I have an emergency
                      situation -- this lady -- this lady
                      seems like she's dead -- hello? 
                      She's in the parking lot -- (etc. gives
                      information regarding location. etc.) 

     Then he gets out, walks back across parking lot...and into the
     concealed parked car he came from -- 

                                                                CUT TO: 

     INT. JIMMY'S HOUSE - LIVING ROOM - THAT MOMENT

     Jimmy and Rose.  They're on the couch.  Lights dim.  Sitting, talking. 
     She hands him a pill from a bottle with a drink.

                                JIMMY
                      I don't think I want that. 

                                ROSE
                      It'll take the pain away. 

                                JIMMY 
                      It's not really pain. 

     She sets it on the coffee table.  Drinks a drink herself.

                                JIMMY 
                      I gotta ask you for a cigarette, 'cause
                      I don't wanna spend six hours tryin'
                      to get it to my mouth -- 

     She lights a cigarette, puts it in his hand and he struggles
     a bit with his hand/eye coordination....beat, then; 

                                JIMMY 
                      How do we do this, then? 

                                ROSE 
                      We just do it...we do it and we figure it
                      out and we do as we do, I guess... 

                                JIMMY 
                      Do you love me, Rose? 

     She smiles and moves closer to him. 

                                ROSE 
                      You're my handsome man. 

                                JIMMY 
                      I'm a bad person. 

                                ROSE
                      No.  No. 

                                JIMMY 
                      No, I mean:  I'm telling you this, now.
                      You see?  You see I want to make
                      everything clear and clean...and 
                      apologize for me....for all the stupid 
                      things I've done....that will eat me up....

                                ROSE 
                      You feel like you want to be forgiven
                      for your sins?  Honey, you're not on 
                      your death bed, yet....this kinda talk's
                      gonna get you in trouble -- 

                                JIMMY 
                      --- don't.  don't.  Please.  Just...
                      listen to me...honey....
                                (beat) 
                      ...I've done...I've cheated on you.

     Rose doesn't move much.  Hold.

                                JIMMY
                      I've cheated on you and it kills me
                      and the guilt of what I've done...I don't
                      want you to think...maybe you knew,
                      I think that maybe you've known...
                      So I hope that I'm not saying this for 
                      me...for me to make myself feel better
                      about what I've done...but for making 
                      you not feel like you're sitting there 
                      like a jerk...you've been the good one... 
                      You understand...I'm so sorry for all I've done
                      wrong...and this is pathetic...what? 
                      "Dying man, confess the sins" something?
                      Is it selfish for me to say this?  To 
                      say what I've done...I feel better already.
                      I do...do you hate me? 

     Rose takes a long moment, then: 

                                ROSE 
                      ...No...I don't hate you.
                                (beat) 
                      Do you want talk...do you really 
                      want to talk to me and say things 
                      and get things figured out, Jimmy? 

                                JIMMY
                      Yeah. 

                                ROSE 
                      The question isn't wether or not 
                      you cheated on me, the question is 
                      how many times have you cheated on me? 

                                JIMMY
                      Will that help? 

                                ROSE
                      Yeah. 

                                                                CUT TO:

     INT. BILLINGSLEY'S - THAT MOMENT

     In a secluded table in this dark steak place.  Jim Kurring and
     Claudia.  CAMERA does a slow push in on a 2-shot. 

                                CLAUDIA 
                      Did you ever go out with someone
                      and just....lie....question after
                      question, maybe you're trying to 
                      make yourself look cool or better 
                      than you are or whatever, or smarter 
                      or cooler and you just -- not really
                      lie, but maybe you just don't say everything --

                                JIM KURRING
                      Well, that's a natural thing, two people
                      go out on a date, something.  They want
                      to impress people, the other person...or
                      they're scared maybe what they say will
                      make the other person not like them -- 

                                CLAUDIA 
                      So you've done it -- 

                                JIM KURRING 
                      Well I don't go out very much. 

                                CLAUDIA
                      Why not? 

                                JIM KURRING
                      I've never found someone really that
                      I think I would like to go out with. 

                                CLAUDIA 
                      And I bet you say that to all the girls -- 

                                JIM KURRING
                      No, no. 

                                CLAUDIA 
                      You wanna make a deal with me? 

                                JIM KURRING
                      ok. 

                                CLAUDIA 
                      What I just said...y'know, people 
                      afraid to say things....no guts to 
                      say the things that they...that are real
                      or something... 

                                JIM KURRING
                      ...yeah... 

                                CLAUDIA 
                      To not do that.  To not do that that
                      we've maybe done -- before -- 

                                JIM KURRING
                      Let's make a deal. 

                                CLAUDIA 
                      Ok.  I'll tell you everything and
                      you tell me everything and maybe
                      we can get through all the piss 
                      and shit and lies that kill other
                      people....

     He laughs a bit uncomfortable...repeats her line; 

                                JIM KURRING
                      Wow....huh..."...piss and shit..."

                                CLAUDIA
                      What?

                                JIM KURRING
                      You really use strong language.

                                CLAUDIA
                      I'm sorry -- 

                                JIM KURRING
                      -- no, no, it's fine. Fine.

                                CLAUDIA
                      I didn't mean...it's seems vulgar
                      or something, I know -- 

                                JIM KURRING
                      It's fine.

                                CLAUDIA
                      I'm sorry.

                                JIM KURRING
                      ...nothing.  I'm sorry...

                                CLAUDIA
                      No, I'm sorry.  I'm saying I'm sorry.
                      I talk like a jerk sometimes --

                                JIM KURRING 
                      -- well I'm a real...y'know, straight
                      when it comes to that...curse words
                      I just don't use much -- 

                                CLAUDIA
                      I'm sorry. 

     BEAT. 

                                CLAUDIA 
                      I'm gonna run to the bathroom for
                      a minute...maybe just -- 

                                JIM KURRING
                      ok. 

                                CLAUDIA
                      ok. 

     She goes.  HOLD with him for a moment. 

                                                                CUT TO: 

     EXT. SOLOMON and SOLOMON ELECTRONICS - THAT MOMENT

     CAMERA is around back with Donnie in the Buick Regal.
     He parks, gets out, looks around the empty place. 

     CAMERA tracks with him toWards a back loading dock area.
     He puts a large HAT on his head, to cover his face. 

     He takes one of the KEYS from the key chain and uses it to
     get in a door in back.  He enters. 

                                                                CUT TO: 

     INT. SOLOMON AND SOLOMON ELECTRONICS - THAT MOMENT

     Donnie in a back corridor.  He walks down through some BOXES
     and assorted MERCHANDISE towards another door.  He pulls his
     hat down some more, moves swiftly.

     He arrives at another door and does a KEY PAD CODE thing and
     also uses ANOTHER KEY from the key chain.

     ANOTHER BACK CORRIDOR 
     Donnie enters, walks towards Solomon's office and does another
     Key Pad Code and Lock thing and enters -- 

     SOLOMON'S OFFICE
     Donnie enters, takes a quick beeline to behind the desk and 
     under the floor, under a rug he kneels down....

     DONNIE'S POV
     he pulls the rug back and there's a SAFE.  He does the combination
     and opens it up. 

     IN THE SAFE.
     There's five stacks of five thousand dollars for a total of
     $25,000.  In addition, some jewelry and some papers, etc. 

     CU - DONNIE 
     he starts to take the money, putting into a plastic shopping bag. 

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     Frank and Phil stand in the foyer.  They're quiet a moment, then: 

                                FRANK 
                      So....Phil....um...I think I'm gonna
                      step in and try and see him and say 
                      something if he can...talk...I mean: 

                                PHIL
                      ...ok... 

                                FRANK 
                      Can you stand...back...maybe, I mean...
                      just a little bit...in the room is
                      ok, but back from us a little... 

                                PHIL 
                      yeah.

     Frank walks slowly into the Living Room and over to Earl's
     bedside.  He's holding back his tears.  He sits.  Earl
     is eyes closed, breathing a bit irregular....HOLD.

                                FRANK 
                      ...Dad...Dad...hey...Earl? 

     He tries to wake him a bit, but Earl is not moving. 

                                FRANK 
                      ...hey...Dad...Dad can you wake up
                      a minute Dad?

     He turns to Phil, crying now, says: 

                                FRANK 
                      He's not waking up.

                                                                CUT TO: 

     INT. JIMMY'S HOUSE - THAT MOMENT

     CAMERA holds CU on Jimmy.

                                ROSE 
                      How many times....it's ok...just say...
                      Just say...

                                JIMMY 
                      I don't even remember...many...twenty... 
                      maybe more...not much more...twenty times. 

     BEAT. 

                                ROSE
                      I don't hate you, Jimmy.  But I have
                      a couple questions that I wanna ask....

                                JIMMY 
                      I'll answer anything. 

                                ROSE 
                      Was there anyone that I know? 

                                JIMMY
                      Yes. 

                                ROSE
                      Who? 

                                JIMMY 
                      Rose, I don't -- 

                                ROSE
                      hey. 

                                JIMMY
                      Paula.  Ellen. 

     She laughs a bit, rolls her eyes. 

                                JIMMY
                      That's it. 

                                ROSE
                      No one else that I know? 

                                JIMMY
                      No. 

                                ROSE 
                      How long with Ellen? 

                                JIMMY
                      Just once.

                                ROSE 
                      How long with Paula? 

                                JIMMY
                      Two years...three years... 

                                ROSE 
                      What about now? 

                                JIMMY 
                      It's over.  I talked to her
                      this morning. 

                                ROSE 
                      Is it over 'cause you're sick? 

                                JIMMY 
                      It's over becuase...for all the the
                      right reasons I hope, what I said.

                                ROSE
                      Do you have any children with anyone?

                                JIMMY 
                      What? No, Rose, jesus, no -- 

                                ROSE
                      Well maybe.

                                JIMMY
                      I don't. 

                                ROSE 
                      Do you feel better now that you've said this? 

                                JIMMY
                      I don't know....

                                ROSE
                      I'm not mad.  I am, but I'm not.  Y'know?

                                JIMMY
                      I love you so much.

                                ROSE
                      I'm not through asking my questions.

     Jimmy laughs a bit, smiles.

                                ROSE
                      Why doesn't Claudia talk to you, Jimmy?

                                JIMMY
                      Why, well I think we've, we both
                      don't know...what do you mean?

                                ROSE
                      I think that you know.

                                JIMMY 
                      Maybe...I don't...

     BEAT. HOLD.

                                                                CUT TO: 

     EXT. VENTURA BLVD. - THAT MOMENT

     CAMERA tracks with an AMBULANCE rushing down the street. 

                                                                CUT TO: 

     INT. LAMPLIGHTER - THAT MOMENT

     Through the window, the AMBULANCE passes in the b.g., heading
     nearby...and OC we hear the siren throughout scene;

     Stanley looks up at Worm, who's crying harder now, they make
     another moment of eye contact.  BEAT, THEN:

                                WORM
                      Hi.

                                STANLEY
                      Hi.

                                WORM
                      ..sorry...

                                STANLEY
                      It's ok.

     BEAT. 

                                STANLEY
                      Are you alright?

     Worm looks up.

                                                                CUT TO: 

     EXT. EMPTY PARKING LOT - THAT MOMENT

     The AMBULANCE arrives at Linda's Mercedes and the PARAMEDICS
     hop out, open the doors, call direction and try to speak with
     her and revive, etc.  CAMERA is HAND HELD and moving frantically
     with them;

                                PARAMEDICS (various) 
                      Hello, hello, can you hear us, huh? 
                      Stay with us, can you hear me...etc. etc. 

     ANGLE, ACROSS THE PARKING LOT.
     Dixon is hiding way across the way in the shadowed, hidden
     parked car, watching the paramedics.  All the while he counts
     the money from Linda's wallet. 

                                                                CUT TO: 

     INT. BILLINGSLEY'S BATHROOM - THAT MOMENT.

     CAMERA with Claudia, she snorts some coke off her hand in the stall.
     She takes a quick look in the mirror, walks out --

                                                                CUT TO:

     INT. BILLINGSLEY'S - THAT MOMENT

     CAMERA tracks with Claudia as she walks back to the table...she
     comes up from behind Jim Kurring and leans in quick...KISSES
     HIM ON THE CHEEK and then quickly sits down across from him;

                                CLAUDIA 
                      I wanted to do that. 

     Jim Kurring smiles, shaken a bit. 

                                JIM KURRING
                      Well. 

                                CLAUDIA 
                      That felt good to do...to do what
                      I wanted to do. 

                                JIM KURRING
                      Yeah. 

                                CLAUDIA 
                      Can I tell you something? 

                                JIM KURRING
                      Yeah, of course. 

                                CLAUDIA 
                      I'm really nervous that you're 
                      gonna hate me soon.  That you're
                      gonna find stuff out about me
                      and you're gonna hate me -- 

                                JIM KURRING 
                      -- no, like what, what do you mean? 

                                CLAUDIA 
                      You're a police officer.  You have
                      so much, so many good things and 
                      you seem so together...so all straight
                      and put together without problems.

                                JIM KURRING
                      I lost my gun. 

                                CLAUDIA
                      What?

                                JIM KURRING 
                      I lost my gun after I left you today
                      and I'm the laughing stock of a lot 
                      of people.  I wanted to tell you that. 
                      I wanted you to know...and it's on my mind
                      and it makes me look like a fool and 
                      I feel like a fool and you asked that
                      we should say things, that we should
                      say what we're thinknig and not lie 
                      about things and I'll tell you that, this:
                      that I lost my gun and I'm not a good 
                      cop...and I'm looked down at...and I know
                      that....and I'm scared that once you
                      find that out you might not like me. 

                                CLAUDIA 
                      Oh my god, Jim. Jim, that was so -- 

                                JIM KURRING
                      I'm sorry -- 

                                CLAUDIA 
                      That was so great what you just said. 

                                JIM KURRING 
                      I haven't been on a date since I 
                      was married and that was three years
                      ago....and Claudia...whatever you
                      wanna tell me, whatever you think 
                      might scare me, won't...and I will
                      listen...I will be a good listener 
                      to you if that's what you want...and 
                      you know, you know...I won't judge you....
                      I can do that sometimes, I know, but 
                      I won't...I can...listen to you and you
                      shouldn't be scared of scaring me off
                      or anything that you might think I'll
                      think or on and on and just say it and
                      I'll listen to you....

                                CLAUDIA 
                      You don't how fuckin' stupid I am. 

                                JIM KURRING
                      It's ok. 

                                CLAUDIA 
                      You don't know how crazy I am. 

                                JIM KURRING
                      It's ok. 

                                CLAUDIA
                      I've got troubles. 

                                JIM KURRING 
                      I'll take everything at face value.
                      I'll be a good listener to you.

                                CLAUDIA
                      Ohhhh I started this, didn't I,
                      didn't I, didn't I, fuck.

                                JIM KURRING
                      Say what you want and you'll see -- 

                                CLAUDIA 
                      Wanna kiss me, Jim? 

                                JIM KURRING
                      Yes I do. 

     They lean across the table and kiss each other.  CAMERA DOLLIES
     IN SUPER QUICK as their lips touch. 

                                                                CUT TO: 

     INT. SOLOMON AND SOLOMON ELCTRONICS - THAT MOMENT

     Donnie finishes taking the money from the safe....

     ...Donnie walks back one of the corridors and heads through
     a door...(again using the key and code)....

     ...Donnie enters into the warehouse area and heads for
     the door to outside....

     ...He puts the key into the lock and opens the door....but he
     takes a small stumble back and the key chain that's attached to
     his belt gets stuck, causing him to fall back, down and to the
     ground...with the KEY SNAPPING OFF IN THE LOCK....

     ..the door is about to shut on him but he stops it with his
     foot....he gets up, grabs the money...leaves with the
     broken key still left in the lock... 

                                                                CUT TO: 

     EXT. SOLOMON AND SOLOMON PARKING LOT - THAT MOMENT

     Donnie gets in the Buick Regal and drives away. 

                                                                CUT TO: 

     EXT. EMPTY PARKING LOT/LINDA'S MERCEDES - THAT MOMENT

     CAMERA (HAND HELD) is in the middle of the PARAMEDICS dealing with 
     Linda....they find the pill bottle...they put her on a gurney...they 
     search for ID, come up only with the registration for the car and some
     papers in the glove box....they get her into the ambulance....

                                                                CUT TO:

     INT. LAMPLIGHTER - THAT MOMENT

     Stanley finishes his cookie.  Worm, sitting across from 
     him starts to cry a little, very quietly.  He hides it best he can. 

     Stanley looks up here and there from his books.  They make another
     moment of eye contact then: 

                                WORM
                      Hi. 

                                STANLEY
                      Hi. 

                                WORM
                      ..sorry... 

                                STANLEY
                      It's ok. 

     BEAT. 

                                STANLEY
                      Are you alright? 

     Worm looks up. 

                                                                CUT TO: 

     INT. JIMMY'S HOUSE - THAT MOMENT

     Jimmy and Rose.  HOLD. THEN:

                                ROSE 
                      ...say it, Jimmy... 

                                JIMMY 
                      Do you know the answer to this? 

                                ROSE 
                      I'm asking you.  I'm asking you 
                      if you know why Clauida will not 
                      speak to you....please, Jimmy....tell me. 

                                JIMMY 
                      I think that she thinks I may
                      have molested her. 

     Rose doesn't flinch. 

                                JIMMY 
                      She thinks terrible things that 
                      somehow got in her head...that I might
                      have done something.  She said that
                      to me last time...when it was...ten
                      years ago she walked out the door, 
                      "You touched me wrong..." "I know that." 
                      Some crazy thought in her, in her head... 

                                ROSE 
                      Did you ever touch her? 

                                JIMMY
                      ...No.... 

     HOLD. BEAT. Rose asks again;

                                ROSE
                      Jimmy, did you touch her? 

                                JIMMY 
                      I don't know.

     Rose starts to cry a bit.  So does Jimmy.

                                ROSE
                      ...Jimmy... 

                                JIMMY 
                      I really don't know. 

                                ROSE 
                      But you can't say....

                                JIMMY
                      I don't know what I've done. 

                                ROSE 
                      Yes you do....you do and you won't say. 

                                JIMMY
                      ...I don't know...

     She stands up and walks to a small table and gets her car keys
     and her jacket....

                                JIMMY
                      What...? ...no...no, please...

     She stands above him. 

                                ROSE 
                      You deserve to die alone for what you've done.

                                JIMMY 
                      I don't know what I've done. 

                                ROSE
                      Yes you do. 

                                JIMMY 
                      Stay here, please don't leave me,
                      please, please, if I said I knew
                      would you stay? 

                                ROSE
                      No. 

                                JIMMY 
                      I don't know what I've done. 

                                ROSE 
                      You should know better.

     She leaves. 

                                                                CUT TO: 

     INT. BILLINGSLEY'S - THAT MOMENT

     CAMERA CU on Claudia as she pulls back from the kiss.  HOLD.
     She starts to cry....through her tears, then:

                                CLAUDIA 
                      ....now that I've met you....
                      Would you object to never seeing me again? 

     CU. JIM 

                                JIM KURRING
                      What? 

                                CLAUDIA 
                      Just say no.

                                JIM KURRING 
                      I won't say, no, wait, Claudia -- 

     ECU - The two of them. Tight, tight 2-shot. She gets up and walks out,
     he follows -- grabs her arm and she whispers, forcefully: 

                                CLAUDIA 
                      Let me go, leave me, let me go, it's ok, please. 

                                JIM KURRING 
                      please, what is it, please -- 

                                CLAUDIA 
                      just let me walk out, ok? 

     She leaves in tears.  He watches her walk.

                                                                CUT TO: 

     EXT. VENTURA BLVD. - THAT MOMENT

     CAMERA is travelling with the PARAMEDICS who are driving real fast.
     They approach a RED LIGHT at an intersection....

     ....they breeze through it, but the CAMERA PANS and moves over to 
     Donnie's BUICK REGAL that's stopped at the intersection....

     CAMERA moves into a CU of him behind the wheel.  He's paniced. HOLD.

                                DONNIE
                      What am I doing?  What am I doing? 
                      What the fuck am I doing?

     Donnie looks at the large bag of money in the passenger's seat
     next to him...he panics same more...

                                DONNIE 
                      WHAT THE FUCK AM I DOING? 

     WIDE ANGLE, THAT MOMENT
     Donnie's Buick Regal makes a u-turn and heads back the direction
     it came --- 

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     Frank and Earl.  Earl opens his eyes a bit.

                                FRANK 
                      Dad...dad it's me...it's Frank...
                      It's Jack....It's Jack....Dad.... 

     Earl can barely make it but he touches Frank....Frank holds
     his Dad's hand....Phil steps up closer....

                                FRANK 
                      I'm here.  I'm here now.  What do you want?
                      Do you want anything? 

                                PHIL 
                      I don't think, he can't... 

                                FRANK 
                      ...just wait...Dad...you want
                      something...can you say... 

                                EARL 
                      .....fuck...fuck...fuck... 

     Earl is in PAIN and his hallucination make him a bit angry.

                                EARL 
                      ...thismssm....

                                FRANK 
                      Oh, Dad.  It's ok. jesus. ok. 
                      it's ok...I'm here with you now, please.
                      i'm sorry...it's ok. alright..ok. 

                                                                CUT TO: 

     EXT. VENTURA BLVD - THAT MOMENT

     CAMERA with the Buick Regal.  It moves past CAMERA, which PANS 
     and DOLLIES over to -- 

     THE LAMPLIGHTER COFFEE SHOP.  Looking inside, through the window
     to see Stanley and Worm, sitting talking... 

     CAMERA GOES INSIDE THE LAMPLIGHTER COFFEE SHOP.

                                                     QUICK DISSOLVE TO:

     INT. LAMPLIGHTER - THAT MOMENT

     Worm is in tears, talking to Stanley. SLOW ZOOM IN.

                                WORM 
                      ....you have it...easy....you know? 
                      You have a father who loves you, huh? 

                                STANLEY
                      Yes. 

                                WORM 
                      You know what it's like to come home 
                      scared, scared that maybe if you don't
                      have the money you're supposed to 
                      go out each day and get that you're gonna
                      get beaten....by a belt...he hits me 
                      with a belt, Stanley....
                                (beat) 
                      I'm supposed to sell those candy bars,
                      and if I don't, I come home without 
                      the money....

                                STANLEY 
                      ....Why does he do it...?

                                WORM 
                      Cause he hates me....he hates me so much. 

                                STANLEY
                      It's not right. 

                                WORM
                      I hate it. 

     CU - Worm.  He hesitates...looks at Stanley and says: 

                                WORM
                      I'm sorry to put all this on you, Stanley --

                                STANLEY
                      I have money.

                                WORM
                      ...what...?

                                STANLEY
                      I have money to give you. 

                                WORM
                      No.  No.  I have to do this on my own.

                                STANLEY
                      I can take you to get money.  I don't
                      need it...I don't need it -- listen to me: 
                      I can let you have money so your father
                      won't hit you ever again -- you'll have the 
                      money because I don't need it.

     CAMERA pushes in a little on Worm, he looks up. 30fps.

                                WORM 
                      Where do you have it?

     CAMERA holds 2-shot, looking out the window onto the street.
     We PUSH PAST THEM AND THROUGH THE WINDOW, picking up with
     a YELLOW CAB as it drives by, PAN with it....

                                                     QUICK DISSOLVE TO: 

     EXT. VENTURA BLVD. - THAT MOMENT

     CAMERA travels with the CAB for a moment or two...CAMERA goes
     inside the CAB....

                                                     QUICK DISSOLVE TO:

     INT. CAB - MOVING - THAT MOMENT

     CAMERA is in the back with CLAUDIA.  She slouches down.  She's
     still crying...she snorts some coke off her hand....

                                                                CUT TO:

     EXT. VENTURA BLVD. - THAT MOMENT

     CAMERA moves with the CAB a bit....it makes a right hand turn and
     the CAMERA PANS and DOLLIES away, over towards a JAGUAR stopped
     at the intersection....it's making a left turn at the intersection,
     going the same way as the CAB did....we push in close and land to 
     see ROSE behind the wheel....She's in tears....

     Light turns from RED to GREEN.

                                                                CUT TO: 

     INT. JIMMY'S HOUSE - THAT MOMENT

     Jimmy, without a real trace of coordination walks from the 
     living room and into

     THE KITCHEN 

     He moves to a drawer and removes a REVOLVER.  His hand is shaking 
     and his hand/eye coordination makes it very hard to grasp
     hold, but he finally does....he's shaking and tearing....

                                                                CUT TO: 

     EXT. BILLINGSLEY'S PARKING LOT - THAT MOMENT

     CAMERA tracks with Jim Kurring to his car. He gets behind the wheel.

                                                                CUT TO: 

     EXT. INTERSECTION - MOMENTS LATER

     CAMERA overhead as Jim Kurring's car drives past the Magnolia/Tujunga
     intersection....

                                                                CUT TO: 

     INT. JIM KURRING'S CAR - MOVING - THAT MOMENT

     CU - Jim Kurring driving.  HOLD.  He drives past Solomon and 
     Solomon Electronics.....

     JIM'S POV - THAT MOMENT - MOVING 
     he sees the parked Buick Regal and Donnie (in shadow) get out 
     and head for the back door....

     CU - Kurring.  He registers what he saw. 

                                                                CUT TO: 

     EXT. SOLOMON AND SOLOMON/LOADING DOCK AREA - THAT MOMENT

     CAMERA moves with Donnie over to the back door...he reaches
     down to his KEY CHAIN and sees:

     The BROKEN KEY....it's snapped off the key chain....one half
     remains....the other half is on the other side of the door in the 
     lock....

                                DONNIE
                      Fuck. 

                                                                CUT TO:

     INT. JIM KURRING'S CAR - THAT MOMENT                 Sequence J

     Jim Kurring drives a few more feet....slows down...then starts 
     to make a u-turn to go back to the store....

     JIM'S POV - MOVING - THROUGH THE WINDHSIELD.
     The car starts to turn 180 degrees......as soon as it is headed
     going back the opposite direction....

     ........CRACK........

     From the sky, out of the blue, a large GREEN FROG lands on Jim Kurring's
     windhsield.

     CU - Jim Kurring.  Scared shitless.

     POV - Another GREEN FROG slams on the HOOD OF THE CAR.

     CU - Brake.  Jim's foot SLAMS ON THE BRAKE. 

                                                                CUT TO: 

     EXT. MAGNOLIA BLVD. - THAT MOMENT

     CAMERA holds a wide angle as Jim Kurring's CAR SLAMS AND SKIDS TO
     A STOP IN THE MIDDLE OF THE EMPTY STREET.

     CLOSER ANGLE, PUSH IN ON THE DRIVER'S SIDE WINDOW.
     Jim is scared and sweating.....he looks up, out the driver's side
     window....

     JIM'S POV - LOOKING STRAIGHT UP. 
     It's dark and empty sky.....

     ....hold on him....he looks at the Frog that has landed on
     the windshield....it's dead and splattered.....

     SUDDENLY: 

     The SOUND of ANOTHER FROG FALLING FROM THE SKY AND SLAMMING
     ON THE ROOF OF THE CAR. 

     Jim jumps.....looks up again....

     ....from straight out of the sky comes ANOTHER FROG falling
     DIRECTLY INTO THE CAMERA....it SPLATS....

     ...then another and another and another.....

     WIDE ANGLE.  THE STREET.

     It starts to RAIN FROGS in the middle of Magnolia Blvd.

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT

     CU - Claudia snorts a line of coke off her coffee table.

     She comes up and INTO FRAME.  Outside the window, behind her....

     ...a FROG FALLS straight past.....

     She hears the sound and turns around....sees nothing... 

     CU - Profile on Clauida....through the other window...another
     FROG falls past, through the tree outside on it's way down.....

     She turns her head again sees nothing....

     BEAT. 

     Another FROG FALLS...she looks...she walks to the window....

     .....A dozen FROGS FALL IN VERY QUICK SUCCESION.....

     She jumps back from the window...stumbles a bit...knocks 
     over a lamp, which SMASHES to the floor.....her apartment 
     goes DARK....except for street light...more FROGS FALL and 
     we hear the sound and see them through the window in glimpses.....

                                                                CUT TO: 

     EXT. CLAUDIA'S APARTMENT/STREET - THAT MOMENT

     The FROGS are falling sort of heavy now....Rose's JAGUAR comes
     through it....skids and SMASHES into a PARKED CAR....

     CAMERA DOLLIES over to her....she looks up at them....they FALL
     STRAIGHT INTO CAMERA AND ONTO THE HOOD, WINDSHIELD AND ROOF....

     ..Rose puts the Jaguar in reverse and tries to back away from the 
     smashed parked car.....the bumper's are stuck....

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     The CAMERA holds on Earl and Frank.  Frank has his head buried 
     in Earl's bed holding his hand, crying....it's very quiet....

     CU - Phil.  He's crying a bit standing off to the side.
     He looks out the window's and the glass doors and sees the FROGS
     come raining down.  His mouth drops and he can't speak.

     Frank doesn't notice.  The FROGS fall in the backyard and into THE POOL. 

                                PHIL
                      There are frogs falling from the sky.

                                                                CUT TO:

     EXT. WHITSETT/NORTH HOLLYWOOD MED. CENTER - THAT MOMENT

     The PARAMEDICS are driving real fast down the street.....

                                                                CUT TO:

     INT. AMBULANCE - MOVING - THAT MOMENT

     Linda is on life support stuff in the ambulance.  Looking past her,
     we see the view of the road through the windshield -- the amubulance 
     driver going real fast and just about to pull into the hospital
     emergency entrance....

     FROGS START PELTING THE WINDSHIELD.....THE DRIVER SWERVES...

                                                                CUT TO:

     EXT. STREET/AMBULANCE - THAT MOMENT

     A WIDE ANGLE where we see the FROGS falling onto the moving,
     swerving Ambulance....one FROG lands so hard on top of the
     red lights on the ambulance that it CRACKS....

     ...the FROGS in the middle of the road start to act as a
     lubricant on the already wet/damp street and the Ambulance
     starts to SKID SIDEWAYS....

     ...it FALLS ON IT'S SIDE. 

                                                                CUT TO: 

     INT. AMBULANCE - POV

     As it falls on it's side and skids a bit....over the Frogs...

                                                                CUT TO: 

     EXT. EMERGENCY ROOM ENTRANCE - THAT MOMENT

     Ambulance skids right up to the emergency room entrance.

                                                                CUT TO: 

     INT. JIMMY'S HOUSE - KITCHEN - THAT MOMENT

     Jimmy with the Revolver to his head...he cocks it back...

                                                              INTERCUT: 

     EXT. SKY/INT. HOUSE - THAT MOMENT

     CAMERA above Jimmy's house, looking straight down and MOVING
     towards a SKYLIGHT above the kitchen...a FROG enters FRAME,
     falling straight towards this skylight --

     Inside the house,
     Jimmy about to pull the trigger...SOUND DROPS OUT.

     The falling FROG comes STRAIGHT THROUGH THE SKYLIGHT, SMASHING
     THROUGH....

     ...falls straight down onto Jimmy's head....the GUN GOES OFF 
     WILDLY.....SMASHES the TELEVISION.......

     Jimmy falls to the ground....GLASS FALLS from the broken skylight....

     ...more FROGS continue to fall through it and into the kitchen
     and around Jimmy.....

     ...the BULLET into TELEVISION has sparked something and the SOCKET 
     it's plugged into CATCHES FIRE.....

     CU - INSIDE THE WALL, NEAR THE SOCKET.
     Camera moves in and sees some SPARK and FLASH and FIRE started....

                                                                CUT TO: 

     EXT. SOLOMON AND SOLOMON ELECTRONICS - THAT MOMENT

     Donnie starts to climb up a ladder attached to the side 
     of the building....near the loading dock area....

                                                                CUT TO: 

     EXT. STREET NEARBY - THAT MOMENT

     Jim Kurring is in the middle of the Frog Rain...he puts his
     car into gear and drives down the street....

     ....about twenty yards later and he's out of it....

     ...he pulls into the parking lot behind Solomon and
     Solomon.....it's not raining frogs here.....

     Kurring's HEADLIGHTS catch a glimpse of Donnie starting to climb...

     ...Donnie gets scared and FREEZES....

     ...Kurring is oblivious to Donnie for the moment.  He looks in
     his REARVIEW MIRROR and sees the FROGS FALLING....

     ...Donnie looks past Kurring and now sees the FROGS FALLING
     in a 50 x 50 area in the street....

     ...Donnie looks up... 

     ....FROGS ARE FALLING STAIGHT AT HIM/CAMERA AND THEY KNOCK HIM DOWN 
     AND TO THE CEMENT.....he falls flat on his FACE... 

     ...Jim Kurring turns his head and sees Donnie, fallen flat face
     and bloody on the pavement....he gets out of his car and runs over
     to Donnie, through the Frogs that rain down, and picks him/drags
     him out of harm and under shelter in the LOADING DOCK AREA.

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     CAMERA (STEADICAM) follows ROSE as she runs up the stairs to 
     Claudia's place and frantically BANGS ON THE DOOR...

     Inside the apartment, Claudia JUMPS and SCREAMS at the sound....

                                ROSE
                      HONEY, HONEY, CLAUDIA. IT'S ME.
                      IT'S MOM. MOM. OPEN THE DOOR.
                      OPEN YOUR DOOR HONEY.

     Claudia jumps up and goes to her door in the darkness and
     opens it up -- Rose comes in quick, scared shitless...they fall down
     and hold onto each other, sweatin/crying/shaking....

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     Frank lifts his head and watches the FROGS FALL outside the house. 
     Earl looks to Frank....he musters something...Frank notices....

     All SOUND DROPS OUT except for the breathing of Frank and Earl.

                                EARL 
                      You are not what you think you are. 

     Frank breaks down. 

                                                                CUT TO: 

     INT. LAMPLIGHTER - THAT MOMENT

     Stanley and Worm.  CAMERA holds as all around...through the glass 
     windows...it RAINS FROGS....smashing to the ground.....hitting a couple
     odd parked cars...they sit, watching, stunned...in a sort of daze.
     Stanley seems almost happy.  Worm shocked, scarred; 

                                WORM
                      What is that?

                                STANLEY 
                      It's frogs.  It's raining frogs. 

                                WORM 
                      ...fuck you mean, it's raining frogs? 

                                STANLEY 
                      It's raining frogs from the sky. 

                                WORM 
                      ....what the fuck, what the fuck....

                                STANLEY 
                      This happens....this is something that happens. 

                                WORM 
                      What the fuck is goin' on, WHAT THE
                      FUCK IS GOING ON? 

     CU - STANLEY.  HOLD ON HIS FACE extremely tight.

     In the reflection of his eye, we see the Frogs falling....
     past the neon sign that reads "Fresh Coffee."

     ANGLE, DIXON.  He comes running into the Lamplighter and over to Worm
     and Stanley....he's scarred shitless and frantic -- 

                                DIXON 
                      DADDY! DAD! DAD WHAT THE HELL IS GOIN' ON?

                                WORM 
                      Stay quiet...stay quiet, son -- 

                                DIXON
                      LET'S GO, LET'S GO, LET'S GET HIS MONEY
                      AND GO -- DID YOU GET HIS MONEY? DID
                      YOU GET IT?  DID YOU GET HIS MONEY, DAD?

                                WORM 
                      No, Son...be quiet...be quiet now... 

                                DIXON 
                      C'mon, Dad.  We gotta just GET HIS 
                      MONEY AND GO, LET'S GO. Let's get the money -- 

                                WORM 
                      We're not gonna do that now.  We're 
                      not gonna do that now and that's over. 

                                DIXON 
                      BULLSHIT. BULLSHIT, DAD WE NEED
                      TO GET HIS MONEY AND GO.

     Dixon takes out a large POLICE ISSUED REVOLVER, AIMS at STANLEY'S FACE.

                                DIXON 
                      GIVE US YOUR MONEY MAN.

                                WORM
                      Son, don't -- 

                                DIXON 
                      BULLSHIT, BULLSHIT DAD WE GOTTA GET
                      HIS MONEY -- 

                                WORM
                      -- no.

                                DIXON 
                             (to Stanley)
                      GIVE US YOUR MONEY. 

                                WORM 
                      Put the gun down, please, boy. 

                                DIXON 
                      GIVE US YOUR MONEY, KID.

                                WORM 
                      Son, please, now....

                                DIXON 
                      DAD -- 

                                WORM 
                      Please, boy, put it down and it's ok.

     Dixon starts to get nervous and well with tears...he shakes a
     little....

                                WORM
                      It's ok -- 

                                DIXON 
                      We gotta get his money so we can get
                      outta here -- we gotta --

                                WORM 
                      That idea is over now. 
                      We're not gonna do that now. 

     Dixon starts crying and shaking and backing away -- 

                                DIXON 
                      DADDY, FUCK, DADDY, DON'T GET MAD AT ME.
                      DON'T GET MAD AT ME --
                                (to Stanley)
                      JUST GIMME YOUR MONEY. 

                                WORM 
                      I'm not mad, son, I will not be mad 
                      at you and it's ok and please put it 
                      down and I won't be mad and I won't -- 

                                DIXON
                      DAD. 

     Dixon starts to lower the gun a bit, crying and shaking....He lowers
     the gun and hands it over to his Father....Dixon is sort of 
     flinching....the possibility that his Father may strike him... 

     ...Stanley is frozen...Dixon is hyperventilating....

                                DIXON
                      I - just - thought - that - I - didn't
                      want - I - didn't - I - didn't - 

                                WORM
                      It's ok, boy. 

     HOLD.  Que. "Bein Green," by Kermit the Frog/Aimee 

                                                                CUT TO:

     EXT. LAMPLIGHTER/VENTURA BLVD. - THAT MOMENT         Sequence K

     CAMERA holds a wide angle on the Lamplighter Coffee Shop.
     Frogs falling from sky onto and around the streets....

                                                                CUT TO: 

     EXT. THE SKY - THAT MOMENT

     CAMERA up with the Falling Frogs....CAMERA is moving down with them...
     it becomes almost musical....like Busby-Berkely-style coreography of
     Frogs That Fall In The Sky...

                                MUSIC/KERMIT THE FROG 
                      "It's not that easy bein' green...
                      Having to spend each day the color 
                      of the leaves..."

                                                     CARRIES OVER CUT TO:

     INT. JIMMY'S HOUSE - THAT MOMENT

     It is on FIRE now....CU image of Jimmy on the floor of the kitchen
     with shards of glass around him...and FROGS...a few of them 
     still alive and jumping around...the FIRE moving closer and closer...

                                                                CUT TO:

     EXT. SOLOMON AND SOLOMON/LOADING DOCK AREA - THAT MOMENT

     Jim Kurring and Donnie underneath the shelter area.  Donnie's
     MOUTH IS FULL OF BLOOD and his TEETH ARE BROKEN...

                                DONNIE
                      My teeff...my teeef....

                                JIM KURRING 
                      YOU'RE OK...you're gonna be ok....

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     Claudia cries to her Mom.  Rose holds her and they rock back
     and forth.... Claudia cries loud and over and over --

     "Mommy...mommy...mom." 

     Rose calming her and petting her head, "It's ok."

                                                                CUT TO: 

     INT. EMERGENCY ROOM - THAT MOMENT

     CAMERA is with Linda and DOCTORS as they PUMP HER STOMACH.
     Follow the process and get to point where it's clear that
     she is going to make it, she will not die. 

                                                                CUT TO: 

     INT. EARL'S HOUSE - THAT MOMENT

     CAMERA w/Frank and Earl and Phil.  Earl's last couple
     of breaths are short and quick...short and quick...short and 
     quick...and then he dies.....his eyes are open.....

                                                                CUT TO: 

     EXT. SKY - THAT MOMENT

     CAMERA moves down straight towards the ground...towards the Magnolia
     intersection with a LARGE FROG....right before it hits the pavement -- 

     CUT TO BLACK. 

     Title Card Reads:          So Now Then

     - Replay Lumiere Footage from the opening of "Three Men Hung" 
     Green, Berry and Hill.

     - Replay Delmer Darion in the tree and getting lifted out of the water.

     - Replay Sydney Barringer jumping from building 

                                NARRATOR 
                      And there is the account of the hanging
                      of three men....and a scuba diver and 
                      a suicide.....

                                                                CUT TO:

     INT. EARL'S HOUSE - DAWN

     The door is opened by Phil and two MORTUARY MEN in suits
     nod their heads.  Phil lets them in. 

                                NARRATOR 
                      There are stories of coincidence and
                      chance and intersections and strange 
                      things told and which is which and who only knows...

                                                                CUT TO: 

     INT. EARL'S HOUSE - LIVING ROOM - THAT MOMENT

     Frank and Phil watch Earl get covered in a sheet and put on
     a stretcher.  CAMERA moves around and finds the MORPHINE DOG
     placed on a stretcher, covered in a sheet.

     HOLD CU on PHIL and then Frank.

                                NARRATOR
                      ...and we generally say, "Well if that was 
                      in movie I wouldn't believe it."

     ANGLE, IN THE KITCHEN, MOMENTS LATER
     Phil enters and answers the phone, "...hello...oh no...yes, yes..."
     Phil looks to Frank --

                                                                CUT TO:

     INT. HOSPITAL - DAWN

     CAMERA looking down the long emergency room corridor as the doors
     open and Frank enters and moves to the reception desk, asks some
     information -- 

     CAMERA pans off him, and over to a room, looking through the door
     jam onto Linda in bed.  Her eyes a bit open, respiratory equipment
     attached to her.  A DOCTOR standing over her, calmly asking questions;

                                DOCTOR 
                      Are you with us?  Linda?  Is it Linda? 

     She nods her head.  Doctor continues talk, etc.  Frank, from
     behind enters FRAME and stands off nearby.  MATCH TO DIXON'S FACE
     OVER CUT TO:

                                NARRATOR 
                      Someone's so and so meet someone else's
                      so and so and so on -- 


     EXT. EMPTY PARKING LOT AREA - DAWN

     CU - Dixon as he gets into the old beat up car with Worm. 
     Their call pulls away and drives off.  Dixon looks at Linda's Mercedes
     which is still parked way across the lot -- they exit FRAME. 

                                                                CUT TO:

     EXT. MAGNOLIA - DAWN

     Worm's car drives down the street. LONG LENS.  ANGLE, at the car, 
     Dixon leans up and out the window a bit....he's got the gun wrapped
     in newspaper, taking the fingerprints from the gun....he throws
     the POLICE ISSUED WEAPON from the speeding car...

                                                                CUT TO: 

     INT. LAMPLIGHTER - DAWN

     Stanley sits in the back of a squad car....an OFFICER watching 
     him...probably supposed to be comforting him, but instead drinking
     coffee, chating with other OFFICERS questioning the coffee shop
     employees --

                                NARRATOR 
                      And it is in the humble opinion of this
                      narrator that these strange things 
                      happen all the time....

     Stanley gets out of the car and walks away, out of sight of all
     the officer's and people around...he just walks down the street....

                                                                CUT TO: 

     INT. SPECTOR HOUSE - RICK'S BEDROOM - DAWN

     Stanley enters Rick's bedroom.  Rick is asleep.

                                STANLEY
                      Dad...Dad. 

     Rick opens his eyes, but doesn't move.

                                STANLEY
                      You have to be nicer to me, Dad. 

                                RICK
                      Go to bed. 

                                STANLEY 
                      I think that you have to be nicer to me.

                                RICK
                      Go to bed.

     Stanley exits. 

                                                                CUT TO:

     EXT. JIMMY'S HOUSE - DAWN

     CAMERA with Fire Trucks and County Coroner people.  A body
     bag and a stretcher carrying JIMMY'S BODY come out of the house.

                                NARRATOR 
                      ...and so it goes and so it goes and 
                      the book says, "We may be through with
                      the past, but the past is not through with us." 

                                                                CUT TO: 

     INT. POLICE STATION - MARCIE

     Marcie looking down at the table in front of her, tape recorder
     and microphone in front of her, (and all that goes along w/full
     confession/etc.) 

                                MARCIE 
                      I killed him.  I killed my husband. 
                      He hit my son and he hit my grandson
                      and I hit him.  I hit him with the ashtray
                      and he was knocked out and I killed him,
                      I strangled him.  I strangled my husband 
                      to protect my boys.  I protected my boys. 

                                                                CUT TO: 

     EXT. SOLOMON AND SOLOMON - DAWN

     Jim Kurring and Donnie sitting together at the loading dock. 
     Donnie, mouth full of blood, holding a kleenex to it, crying a bit.
     Kurring listens.  HOLD. 

                                DONNIE
                      I know that I did a thtupid thing.
                      Tho-thtupid...getting brathes...I thought...
                      I thought that he would love me.
                      ...getting brathes, for what... 
                      for thumthing I didn't even...i don't
                      know where to put things, y'know? 

     Kurring holds his look, nods.  Donnie really breaks tears, looks up; 

                                DONNIE 
                      I really do hath love to give, I juth
                      don't know where to put it -- 

     CAMERA holds the 2-shot on them, BEAT, THEN:  The Police Issued
     Revolver FALLS FROM THE SKY AND LANDS ABOUT fifteen feet in front
     of them.  Jim Kurring and Donnie look.  HOLD. CU - Jim Kurring.

                                                                CUT TO:

     INT. SOLOMON AND SOLOMON ELECTRONICS - THAT MOMENT

     Donnie and Jim Kurring walking inside the store, towards the office --

                                JIM KURRING 
                      ...these security systems can be a real joke.
                      I mean, a frog falls from the sky and lands 
                      on the x-4 box 'round back and opens all the doors?
                      Triggers a siutation?  You don't know who could
                      be driving by at any moment, walk in and rob
                      the place -- I was you I'd talk to your boss
                      about a new security system -- 

                                DONNIE 
                      ....ohh-thur-I-thur-thill....

                                JIM KURRING 
                      You guys make alotta money, huh? 

                                                                CUT TO: 

     INT. SOLOMON AND SOLOMON - OFFICE - MOMENT LATER

     Donnie puts the money back in the floor safe. CU. DONNIE.

                                JIM KURRING (OC)
                      I got a buddy a mine down at the 
                      med. center, he'd probably do quite
                      a deal on a set of dentures, you're 
                      interested in that.  He's in training,
                      you know he's not a dentist yet, but
                      he's real good at corrective oral
                      surgery from what I understand... 

     LAND ECU. DONNIE.  He smiles a little bit. 

                                                                CUT TO:

     EXT. SOLOMON AND SOLOMON - THAT MOMENT

     Wide Angle, Donnie and Jim Kurring shake hands and part ways,
     getting into their cars. A few words more about, "Call me up
     for that guys number and he'll help you out with the teeth."

     Donnie gets in his car.  CAMERA stays with Jim Kurring who walks
     over to his car and gets behind the wheel. 

     CAMERA HOLDS ON HIM.  He does a little "Cops" talking to himself.

                                JIM KURRING 
                      ...alot of people think this is just
                      a job that you go to.....take a lunch 
                      hour, the jobs over, something like that.
                      But...it's a 24 hour deal...no two ways
                      about it....and what most people don't 
                      see:  Just How Hard It Is To Do The Right Thing.
                                (beat) 
                      People think if I make a judgment call
                      that it's a judgment on them...but 
                      that's not what I do and that's not 
                      what should be done...I have to take
                      everything and play it as it lays. 
                      Sometimes people need a little help.
                      Sometimes people need to be forgiven 
                      and sometimes they need to go to jail.
                      And that's a very tricky thing on my 
                      part...making that call...the law is the
                      law and heck if I'm gonna break it...but 
                      you can forgive someone....?  Well, that's
                      the tough part....What Do We Forgive? 
                      Tough part of the job.....tough part of
                      walking down the street...

     CAMERA stays with him and HOLDS as he puts the car into gear
     and drives away....HOLD with him as he drives...he starts to
     cry a little bit to himself. 

                                                                CUT TO: 

     INT. CLAUDIA'S APARTMENT - THAT MOMENT

     CAMERA holds on Claudia.  She's sitting up in bed, covers around 
     her, staring into space....a SONG plays....for a very, very long
     time she doesn't move until she looks up and sees someone 
     enter her bedroom....a FIGURE from the back enters FRAME and walks
     in and sits on the edge of the bed....from the back it is clear 
     that it's Jim Kurring. She tears a bit and looks at him...HOLD....

     She turns her eyes from him and looks INTO THE CAMERA and smiles.

                                                          CUT TO BLACK.


                                END.                      




   

Magnolia



Writers :   Paul Thomas Anderson
Genres :   Drama


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