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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..."

     C