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ALL SCRIPTS




Jon Favreau's "Swingers"




						                  FOR EDUCATIONAL USE ONLY















                                SWINGERS

                                   by

                               Jon Favreau





















                                                        Dec. 13, 1994

                                                        Third draft









   1    EXT.  HOLLYWOOD - NIGHT                                          1

        The soundtrack opens with Frank Sinatra's "Fly Me to the
        Moon".

        A HELICOPTER SHOT OF THE L.A. basin.

        The pool of golden light disintegrates into the thousands of
        points which constitute it as we rapidly draw closer to the
        city.

        We are just above the tops of the highest buildings as we
        approach Hollywood Boulevard.  Below is neon and the icy
        thrust of search lights rotating on the corner of Hollywood
        and Vine.

        We continue west, then quickly north.

        There is the momentary appearance of the moonlit HOLLYWOOD
        sign as we pass the blinking red beacon of the Capital
        Records building and drop into Franklin avenue and over the
        101.

        Architectural remnants of Hollywood's past whip up.  We are
        heading east at treetop level.  A warm glow in the distance
        quickly grows into a modest commercial strip which includes
        cafes, bookstores, and a theater.

        We drop to eye level as we spy through the plate glass
        showcase window of the "Bourgeois Pig" coffeehouse, which
        holds the translucent reflection of the full moon.

        A cigarette wedged between knuckles smoulders.  MIKE takes
        the last drag with great effort, then crushes it out.  He
        sits in the window sprawled across a red velvet couch that
        once perfectly complemented a faux spanish foyer.

                                                         MATCH CUT TO:

   2    EXT.  "BOURGEOIS PIG" COFFEEHOUSE - COUCHES AND TABLE IN FRONT   2
        WINDOW - NIGHT

        ROB sits down next to Mike, pouring himself some tea.

                             MIKE
                   And what if I don't want to give up on
                   her?

                             ROB
                   You don't call.

                             MIKE
                   But you said I shouldn't call if I
                   wanted to give up on her.

                             ROB
                   Right.

                             MIKE
                   So I don't call either way.

                             ROB
                   Right.

                             MIKE
                   So what's the difference?

                             ROB
                   The only difference between giving up and
                   not giving up is if you take her back
                   when she wants to come back.  See, you
                   can't do anything to make her want to
                   come back.  You can only do things to
                   make her not want to come back.

                             MIKE
                   So the only difference is if I forget
                   about her or pretend to forget about her.

                             ROB
                   Right.

                             MIKE
                   Well that sucks.

                             ROB
                   It sucks.

                             MIKE
                   So it's almost a retroactive decision.
                   So I could, like, let's say, forget about
                   her and when she comes back make like I
                   just pretended to forget about her.

                             ROB
                   Right...or more likely the opposite.

                             MIKE
                   Right...  Wait, what do you mean?

                             ROB
                   I mean first you'll pretend not to care,
                   not call - whatever, and then,
                   eventually, you really won't care.

                             MIKE
                   Unless she comes back first.

                             ROB
                   Ah, see, that's the thing.  Somehow they
                   don't come back until you really don't
                   care anymore.

                             MIKE
                   There's the rub.

                             ROB
                   There's the rub.

                             MIKE
                   Thanks, man.  Sorry we always talk about
                   the same thing all the time...

                             ROB
                   Hey man, don't sweat it.

                             MIKE
                   ...It's just that you've been there.
                   Your advice really helps.

                             ROB
                   No problem.

                             MIKE
                   Rob, I just want you to know, you're the
                   only one I can talk to about her.

                             ROB
                   Thanks.  Thanks, man.

                                                          DISSOLVE TO:

   3    INT.  MIKE'S APARTMENT - NIGHT                                   3

        Close up on answering machine.  Mike pushes the button.

                             ANSWERING MACHINE
                        (synthesized voice)
                   Hello, you have five messages.

        Mike's eyes light up.  He paces in anticipation as the tape
        rewinds.

                             ANSWERING MACHINE
                        (male voice)
                   Hey, baby.  It's Trent.  I hope you're
                   feeling better about your old girlfriend.
                   I hope my advice helped...

        Mike fast-forwards to next message.

                             ANSWERING MACHINE
                        (synthesized voice)
                   Skipping message.
                        (male voice)
                   Whatsup, Mike.  If you want to talk some
                   more about Michelle...
                        (synthesized voice)
                   Skipping message.
                        (female voice)
                   Mike, it's Chris.  Feeling better yet
                   about...?
                        (synthesized voice)
                   Skipping message.

        Tension grows with every inch of spooling tape.  Did she
        leave a message?

                             ANSWERING MACHINE
                        (female voice)
                   Hi, Mike.  Did she call yet?  If she
                   didn't then she doesn't deserve...
                        (synthesized voice)
                   Skipping message.

        The last one.  It's a long shot, but he's got the faith.

                             ANSWERING MACHINE
                        (elderly female voice)
                   Michael, this is Grandma.  I want to know
                   if you got the part on that television
                   program.  I told the whole family and
                   they're very excited to know if...
                        (synthesized voice)
                   Skipping message.  End of final message.

                             MIKE
                        (lighting a cigarette,
                        defeated)
                   Shit.

                             ANSWERING MACHINE
                        (synthesized voice)
                   You have to put things in perspective.

                             MIKE
                        (unfazed by the sentient
                        appliance)
                   I know, I know.

                             ANSWERING MACHINE
                        (synthesized voice)
                   You've been through worse.

                             MIKE
                   You're right.  I know.

                             ANSWERING MACHINE
                        (synthesized voice)
                   Ever since I've known you.

                             MIKE
                   I don't know about that.

                             ANSWERING MACHINE
                        (synthesized voice)
                   Moving here from New York was much more
                   of an adjustment than this.

                             MIKE
                   It didn't feel that way.

                             ANSWERING MACHINE
                        (synthesized voice)
                   That's because it was a challenge.  You
                   has control over you're situation.  It
                   was hard, but you rose to it.

                             MIKE
                   Okay.  I'll think about that.  Bye.

                             ANSWERING MACHINE
                        (synthesized voice)
                   You really should.  Life, after all, is
                   really just a series of challenges...

                             MIKE
                        (growing irate)
                   Enough.  I've got to use the phone.

                             ANSWERING MACHINE
                        (synthesized voice)
                   Are you calling Her?

                             MIKE
                   No.  Stop, come on.

        The LED goes black as the machine beeps off.  Mike picks up
        the phone and hits autodial.

        Machine beeps off.  Phone rings again, then is answered.

                             TRENT
                        (over phone)
                   Hello?

                             MIKE
                   S'up Trent?

                             TRENT
                   Lemme get off the other line, baby.

        We hear the clicks of call-waiting-hold limbo.  The silence
        is interrupted.

                             ANSWERING MACHINE
                        (synthesized voice over phone)
                   You should call your Grandmother.

                             MIKE
                   Shuddup.

                             TRENT
                        (returning to line)
                   That was Sue.  We got two parties
                   tonight.  One's for a modeling agency.

                             MIKE
                   I don't know...

                             TRENT
                   Listen to me, baby, there are going to be
                   beautiful babies there.

                             MIKE
                   Trent, I don't feel like going out
                   tonight.  I got shit to do tomorrow...

                             TRENT
                   Listen to you.  I got an audition for a
                   pilot at nine and I'm going.  You gotta
                   get out with some beautiful babies.  You
                   can't sit home thinking about her.

                             MIKE
                   I don't know...

                             TRENT
                   I don't know, I don't know- listen to
                   you.  We're gonna have fun tonight.  We
                   gotta get you out of that stuffy
                   apartment.

                             MIKE
                   We're gonna spend half the night driving
                   around the Hills looking for this party
                   and then leaving cause it sucks, then
                   we're gonna look for this other party you
                   heard about.  But, Trent, all the parties
                   and bars, they all suck.  I spend half
                   the night trying to talk to some girl
                   who's eyes are darting around to see if
                   there's someone else she should be
                   talking to.  And it's like I'm supposed
                   to be all happy cause she's wearing a
                   backpack.  Half of them are nasty skanks
                   who wouldn't be shit if they weren't
                   surrounded by a bunch of drunken horny
                   assholes.  I'm not gonna be one of those
                   assholes.  It's fucking depressing.  Some
                   skank who isn't half the woman my
                   girlfriend is is gonna front me?  It
                   makes me want to puke.

                             TRENT
                        (beat)
                   You got it bad, baby.  You need Vegas.

                             MIKE
                   What are you talking about?  Vegas?

                             TRENT
                   VEGAS.

                             MIKE
                   What Vegas?

                             TRENT
                   We're going to Vegas.

                             MIKE
                   When?

                             TRENT
                   Tonight, baby.

                             MIKE
                   You're crazy.

                             TRENT
                   I'll pick you up in a half an hour.

                             MIKE
                   I'm not going to Vegas.

                             TRENT
                   Shut up- yes you are.  Now listen to Tee.
                   We'll stop at a cash machine on the way.

        A long thoughtful pause.

                             MIKE
                   I can't lose more than a hundred.

                             TRENT
                   Just bring your card.  Half an hour.

                             MIKE
                   Wait.

                             TRENT
                   What?

                             MIKE
                   What are you wearing?  I mean, we should
                   wear suits.

                             TRENT
                   Oh...  Now Mikey wants to be a high
                   roller.

                             MIKE
                   No, seriously, if you're dressed nice and
                   you act like you gamble a lot, they give
                   you free shit.

                             TRENT
                   Okay Bugsy.  Twenty minutes.

                             MIKE
                   Wear a suit, I'm telling you it works.

                             TRENT
                   Be downstairs.  You're beautiful.

                                                               CUT TO:

   4    EXT.  MIKE'S BUILDING - FRANKLIN AVENUE - NIGHT                  4

        Mike is dressed to the nines in classic vintage threads.
        He's trying to look at ease as he straightens his cuff links.
        He approaches Trent who suavely leans against his worn down
        ride.  He's a tall, slim, good-looking cat.  His sharkskin
        suit hangs well on his lanky frame as it tapers to his
        ankles.  Sinatra's "Come Fly With Me" on the tape deck adds
        an elegance to the scene.  They exchange an impish grin and
        depart without saying a word.  Maybe this isn't such a bad
        idea.

                                                               CUT TO:

   5    INT.  TRENT'S CAR - DETAIL SHOT - SPEEDOMETER - NIGHT            5

        The NEEDLE IS PINNED.  The gauges are blurred by the
        vibration of the poorly tuned engine.  The SHOT WIDENS to
        reveal that the "Oil" and "Service" dummy lights are both
        illuminated, causing an eerie red glow onto TRENT's white
        knuckles.

   6    EXT.  DESERT ROAD - NIGHT                                        6

        Trent's car is red-lined.  The SWINGERS are Vegas bound.  Do
        not pass go.

                                                         MATCH CUT TO:

   7    INT.  TRENT'S CAR - NIGHT                                        7

                             MIKE
                        (counting bills)
                   I took out three hundred, but I'm only
                   gonna bet with one.  I figure if we buy
                   a lot of chips, the pit boss will see and
                   they'll comp us all sorts of shit, then
                   we trade back the chips at the end of the
                   night.  You gotta be cool though.

                             TRENT
                   I'm cool, baby.  They're gonna give Daddy
                   a room, some breakfast, maybe Bennett's
                   singing.

                             MIKE
                   I'm serious.  This is how you do it.  I'm
                   telling you.

                             TRENT
                   I know.  Daddy's gonna get the Rainman
                   suite.  Vegas, baby.  We're going to
                   Vegas!

                             MIKE
                   Vegas!  You think we'll get there by
                   midnight?

                             TRENT
                   Baby, we're gonna be up by five hundy by
                   midnight.  Vegas, baby!

                             MIKE
                   Vegas!

        Mike twists up the Chairman of the Board as we...

                                                          DISSOLVE TO:

   8    INT.  TRENT'S CAR - HOURS LATER                                  8

        The two swingers are starting to fray around the edges but
        are unwilling to admit it to each other or themselves.  Frank
        has been replaced by talk radio.

                             TRENT
                   Vegas, baby!

                             MIKE
                   Vegas!

        The needle is still buried.

                                                          DISSOLVE TO:

   9    INT.  TRENT'S CAR - MANY HOURS LATER                             9

        Sleep deprivation and desert static radio.

                             TRENT
                   Vegas.

                             MIKE
                   Vegas.

                                                          DISSOLVE TO:

   10   INT.  TRENT'S CAR - LATER THAT NIGHT                             10

        Mike is sleeping in the passenger seat.

                             TRENT
                   Wake up, baby.

                             MIKE
                        (stirring)
                   Whu?

                             TRENT
                   Look at it, baby.  Vegas, baby!

        Trent points out a mountain range.  It is now the only thing
        separating them from their destination.  The surreal glow of
        the desert sky is accentuated by the loud slashing of the
        cobalt and ruby lasers emanating from a source masked by
        the craggy peaks.  Mike slowly stirs from his slumber.  He is
        transfixed by this affrontation of nature.  It is his first
        glimpse of the city without God.

                             MIKE
                        (in reverie)
                   Vegas.

                                                               CUT TO:

   11   EXT.  VEGAS STRIP - NIGHT                                        11

        The shrill cry of Basie's fat brass section heralds the
        arrival of the young swingers.  Their eyes drink every watt
        of golden light as Sinatra's crooning urges them on.

        Mike has either had enough sleep or so little that it no
        longer matters.  Either way, there's no turning back.

        They roll up to a casino valet.  TILT UP to a skull and
        crossbones which looms overhead.

                                                               CUT TO:

   12   INT.  TREASURE ISLAND CASINO - NIGHT                             12

        The two guys walk and talk down a fluorescent hallway.  It is
        well past midnight and the only patrons at this hour are
        tourists too drunk to sleep and compulsive gamblers who snuck
        out of their rooms without waking their wives.

        It is a weeknight and it is beginning to become painfully
        obvious that our boys are overdressed.

        The decor is nautical plaster.  Castings of bearded men with
        primitive prosthesis clutching daggers between their teeth
        are everywhere.

        All of ye olde promenade shoppes are closed.

                             MIKE
                        (the first budding of
                        crankiness)
                   Pirates of the fucking Caribbean.

                             TRENT
                   This is the hot new place, besides, you
                   love pirates.  Tell me Mikey doesn't love
                   pirates.

                             MIKE
                   This is fuckin' post-pubescent
                   Disneyland.

                             TRENT
                   You gotta love the pirates, baby.  The
                   pirates are money.

        The corridor empties into the equally kitch CASINO.

                             MIKE
                   This place is dead.  I thought this was
                   the city that never sleeps.

                             TRENT
                   That's New York, baby.  You should know
                   that.  Look at the waitresses.  I'm gonna
                   get me a peg-leg baby.

                             MIKE
                   They're all skanks.

                             TRENT
                   Baby, there are beautiful babies here.

                             MIKE
                   Tee, the beautiful babies don't work
                   Wednesdays midnight to six.  This is the
                   skank shift.

                             TRENT
                   What are you talking about?  Look at all
                   the honeys.

        Trent contorts his face at a cute WAITRESS passing by with a
        tray of drinks.

                             TRENT
                   Arrrrg!

        The waitress cracks a smile as she crosses away.  Mike is
        visibly embarrassed.

                             MIKE
                   Cut that shit out.

                             TRENT
                   She smiled baby.

                             MIKE
                   That's not cool.

                             TRENT
                   Did she, or did she not smile?

                             MIKE
                   It doesn't matter...

                             TRENT
                   I'm telling you, they love that shit.

                             MIKE
                   You're gonna screw up our plan.

                             TRENT
                   We're gonna get laid, baby.

                             MIKE
                   First let's see what happens if we play
                   it cool.

                             TRENT
                   What?  You think she's gonna tell her
                   pit-boss on us?

                             MIKE
                   Don't make fun, I think we can get some
                   free shit if we don't fuck around.

                             TRENT
                   Who's fucking around? I'm not making fun.
                   Let's do it, baby.

                             MIKE
                   The trick is to look like you don't need
                   it, then they give you shit for free.

                             TRENT
                   Well, you look money, baby.  We both
                   look money.

        Mike points to a semi-curtained, semi-roped-off area near the
        baccarat tables.  The clientele is classier, but they're
        still obviously overdressed.

                             MIKE
                        (pointing)
                   That's where we make our scene.

                             TRENT
                   You think they're watching?

                             MIKE
                   Oh, they're watching all right.  They're
                   watching.

                                                               CUT TO:

   13   INT.  TREASURE ISLAND CASINO - THE CLASSY SECTION - NIGHT        13

        Mike is at a blackjack table with Trent at his side.  The
        game has paused to observe the newcomers as Mike draws a
        billfold out of his breast pocket.  They're pulling it off
        with only slightly noticeable effort.

                             MIKE
                   I don't know, I guess I'll start with
                   three hundred in, uh, blacks.

        Mike tries to hand the DEALER a handful of twenties after
        counting them twice.

                             DEALER
                   On the table.

                             MIKE
                   Sorry?

                             DEALER
                   You have to lay it on the table.

                             MIKE
                   Uh, I don't want to bet it all.

        The other players grow impatient.

                             DEALER
                   You're not allowed to hand me money, sir.
                   You'll have to lay it on the table if you
                   want me to change it.

                             MIKE
                        (hastily laying down the bills)
                   Oh... right.

        The dealer lays out the bills such that the amount is visible
        to the camera encased in the black glass globe overhead.
        Trent and Mike look up at it open-mouthed like turkeys in the
        rain.

                             DEALER
                   Blacks?

        Mike's attention is recaptured by the dealer, but Trent
        continues trying to peer through the smoked glass.

                             MIKE
                   Huh?

                             DEALER
                   You want this in black chips.

                             MIKE
                   Sure, that'll be fine.

        The dealer chirps out an unintelligible formality and the PIT
        BOSS chirps the response.  Trent's focus whips away from the
        camera as both he and Mike stare at the pit boss ten feet
        away.

        The dealer plunks down the measly THREE CHIPS which represent
        Mike's entire cash reserve.  Not quite the effect he had
        hoped for.

        The swingers stare at the chips.  The players stare at the
        swingers.  The dealer stares at the pit boss.

                             MIKE
                   Do you have anything smaller?

                             DEALER
                   Yes, but I'm afraid this table has a
                   hundred-dollar-minimum bet.  Perhaps
                   you'd be more comfortable at one of our
                   lower stakes tables.

        The dealer indicates a FIVE-DOLLAR TABLE across the room
        where an Hispanic woman deals to a BLUEHAIR, a BIKER, and a
        COUPLE in matching Siegfried and Roy T-shirts.

        The swingers look back to the dealer who is now flanked by
        the pit boss.

        The tense silence is broken by...

                             WAITRESS
                   Drinks?
                        (then to Trent)
                   How about you, Cap'n?

        Trent looks over to see that it's the same WAITRESS who
        flashed him a smile earlier.  At first he begins to smile,
        then, remembering that he is locked in a high stakes battle
        of wills, subtly shakes her off.  She smirks and starts to
        leave until she is interrupted by Mike holding up a finger.
        It's a balsy move, but everyone's watching.  The kid's going
        for broke.
                             MIKE
                        (to the waitress, but never
                        breaking eye contact with the
                        dealer)
                   I'll have a vodka martini, straight up,
                   shaken not stirred, very dry.

        Smooth.  Trent is impressed, but masks his pride.

                             WAITRESS
                        (under her breath cynically as
                        she writes it down)
                   One "James Bond".

        Ow.  She exits.

                             MIKE
                        (regaining composure)
                   No.  Blacks will be fine.

        Mike throws a chip in the circle.  Trent is shocked.  That's
        a hundred bucks.  Mike and Trent share a look.  The dealer
        and the pit boss exchange glances.  Bets are all down and the
        cards are meticulously dealt.

        The dealer has a two showing.  Mike has been dealt a five and
        a six- eleven.

                             TRENT
                        (hushed tones)
                   Double down.

                             MIKE
                        (even husheder)
                   What?!?

                             TRENT
                   Double down, baby.  You gotta double down
                   on an eleven.

                             MIKE
                   I know, but...

                             TRENT
                   You gotta do it.

                             MIKE
                   ...but that's two hundred dollars.
                   This is blood money...

                             TRENT
                   If we don't look like we know what we're
                   doing, then we may as well...

        Everyone's waiting for them.

                             MIKE
                   I know.

        The dealer, the pit boss, and all the players look on as Mike
        drops ANOTHER BLACK CHIP in the circle with a barely audible,
        yet deafening, thud.

                             MIKE
                        (with all the nonchalance he
                        can muster)
                   Double down.

        A bead of sweat.

        The sharp snap of a dealt card.

        It's a seven.  Eighteen.

        Disappointment twists their faces.

        Finally the dealer flips over his card.

        It's a king!  Twelve.  Here comes the bust...

        Flick - four.  Sixteen!  Here comes the bust...

        Flick - five.  Twenty one.  Groans all around, except for the
        swingers who watch their chips slide away in silence.

        Mike breaks the spell with a plucky smile from the pit of his
        stomach.
                             MIKE
                        (to the pit boss)
                   Sure could use some dinner about now.

                                                         SMASH CUT TO:

        Trent and Mike are wedged between the BLUEHAIR and the BIKER
        At the FIVE DOLLAR TABLE.  They share a pile of red chips.

                             TRENT
                   I'm telling you, baby, you always double
                   down on an eleven.

                             MIKE
                   Yeah?  Well obviously not always!

                             TRENT
                   Always, baby.

                             MIKE
                   I'm just saying, not in this particular
                   case.

                             TRENT
                   Always.

                             MIKE
                   But I lost!  How can you say always?!?

        In the meantime, the Bluehair has been dealt an eleven.
        This captures the swinger's attention.

                             BLUEHAIR
                   Hit.

        Four.  Fifteen all together.

                             BLUEHAIR
                   Oh...  I don't know...  Hit.

        Two.  Seventeen.  Dealer has a seven showing.

                             BLUEHAIR
                   What the hell- hit.

        Four!  Twenty one.

                             DEALER
                        (with a warm smile)
                   Twenty one.

        Polite applause from around the table which the Bluehair
        humbly waves off.  Mike looks at Trent.  Daggers.  Trent
        shrugs.

        A different PIT BOSS approaches.

                             PIT BOSS
                   Would you care for some breakfast, ma'am?

                             BLUEHAIR
                   Well...?  No, I shouldn't.  Maybe later.
                   Thank you, though.

                             MIKE
                        (to Trent, under his breath)
                   I'm gonna fuckinkillyou.

                                                               CUT TO:

   14   INT.  TREASURE ISLAND CASINO - CASHIER'S WINDOW - NIGHT          14

        Mike is presented a stack of twenties by the CASHIER, who
        counts them out.  Trent looks on.

                             CASHIER
                   ...eighty...  one hundred...  one hundred
                   and twenty dollars.  We hope to see you
                   back on the high seas soon.
                        (polite smile)

        Mike throws her a disgusted look, then turns to go.  Trent
        struggles to cheer him up.

                             TRENT
                   What's that?  One twenty?  You're up
                   twenty bucks, baby.

        Mike throws him a disgusted glare.

                             TRENT
                   ... Well, you know, not counting the
                   first table.

                             MIKE
                   Thanks for clarifying that.

                             TRENT
                   Hey, man, I'm down too, you know.

                             MIKE
                   Yea, how much?

                             TRENT
                   I don't know, what?  Thirty, Forty maybe.

                             MIKE
                   Don't give me that shit.  You know
                   exactly how much you lost.  What'd you
                   drop?

                             TRENT
                   Twenty...  but I was down at least fifty.
                   I'm sorry, I got hot at the crap table.

                             MIKE
                   You won.  There's nothing to be sorry
                   about.  You're a winner.  I'm the fuckin
                   loser.  I should be sorry.

                             TRENT
                   Baby, don't talk like that, baby.

                             MIKE
                   Let's just leave.

                             TRENT
                   Baby, you're money.  You're the big
                   winner.

                             MIKE
                   Let's go.

                             TRENT
                        (condescending)
                   Who's the big winner?

        Mike looks away, shaking his head in disgust.

                             TRENT
                        (lifting Mike's reluctant hand
                        from the wrist like a boxing
                        champ)
                   Mikey's the big winner.

                             MIKE
                        (shaking his head to hide a
                        smirk)
                   What an asshole.

                             TRENT
                   Okay, Tee's the asshole, but Mikey's the
                   big winner.

        The same WAITRESS from before approaches the swingers as they
        are about to leave.

                             WAITRESS
                   There you two are.  I walked around for
                   an hour with that stupid martini on my
                   tray.

                             MIKE
                   Sorry.  We got knocked out pretty
                   quickly.

                             CHRISTY
                        (sarcasm?)
                   A couple of high rollers like you?

                             MIKE
                   Could you believe it?

                             CHRISTY
                   Wait here, I'll get you that martini.

                             MIKE
                   Nah, I didn't really want it anyway.  I
                   just wanted to order it.

                             CHRISTY
                   Can I get you something else?  I mean,
                   you shouldn't leave without getting
                   something for free.

                             MIKE
                   No thanks.  Why ruin a perfect night.

                             TRENT
                        (condescending)
                   Bring a James Bond for me and my boy
                   Mikey, and if you tell the bartender to
                   go easy on the water...
                        (holds up a half-dollar)
                   ...this Kennedy has your name on it.  Now
                   run along, I'm timing you.

        The waitress smiles in spite of herself, shakes her head, and
        walks away.

                             MIKE
                   What an asshole.

                             TRENT
                   That was money.  Tell me that wasn't
                   money.

                             MIKE
                   That was so demeaning...

                             TRENT
                   She smiled, baby.

                             MIKE
                   I can't believe what an asshole you are.

                             TRENT
                   Did she, or did she not smile.

                             MIKE
                   She was smiling at what an asshole you
                   are.

                             TRENT
                   She was smiling at how money I am, baby.

                             MIKE
                   Let's go.  I'm not paying for a room, and
                   if we don't leave now we'll never make
                   it.

                             TRENT
                   Leave?  The honey-baby's bringing us some
                   cocktails.

                             MIKE
                   What are you, nuts?  You think she's
                   coming back?

                             TRENT
                   I know she's coming back.

                             MIKE
                   I don't think so.

                             TRENT
                   Baby, did you hear her?  "You shouldn't
                   leave without getting something for
                   free."  She wants to party, baby.

                             MIKE
                   You think so?

                             TRENT
                   You gotta give Tee one thing.  He's good
                   with the ladies.

                             MIKE
                   I'm too tired for this.  Let's just go.

                             TRENT
                   Baby, this is what we came for.  We met
                   a beautiful baby and she likes you.

                             MIKE
                   She likes you.

                             TRENT
                   Whatever.  We'll see.  Daddy's gonna get
                   her to bring a friend.  We'll both get
                   one.  I don't care if I'm with her or one
                   of her beautiful baby friends.

                             MIKE
                   I don't know...

                             TRENT
                   You gotta get that girl out of your head.
                   It's time to move on.  You're a stylish,
                   successful, good looking cat.  The ladies
                   want to love you, you just gotta let
                   them.

                             MIKE
                   That's bullshit.

                             TRENT
                   It's not.  You're money.  Any of these
                   ladies would be lucky to pull a cat like
                   you.

                             MIKE
                   It's just that I've been out of the game
                   so long.  Trent, I was with her for six
                   years.  That's before AIDS.  I'm scared.
                   I don't know how to talk to them, I don't
                   know...

                             TRENT
                   You can't think like that, baby.  It's
                   hard, I know.  I've been there.  Not for
                   six years, but I know.  You just gotta
                   get back out there.

                             MIKE
                   It's just tough, after sleeping with
                   someone you love for so long, to be with
                   someone new... who doesn't know what I
                   like... and you gotta wear a jimmy...

                             TRENT
                   ... gotta...

                             MIKE
                   ... and then I'm struggling to impress
                   some chick who's not half as classy as my
                   girlfriend, who I'm not even really
                   attracted to...

                             TRENT
                   Oh fuck that.  You don't have to try and
                   impress anyone.  You think I give a shit?
                   You think I sweat that skanky whore
                   waitress...

        Tee is interrupted by the WAITRESS who, thank God, barely
        missed his comment.

                             TRENT
                        (recovering, looking at watch)
                   ... One fifty-nine, Two minutes.

                             WAITRESS
                   Two vodka martinis, straight up, shaken
                   not stirred, very dry, easy on the water.

                             TRENT
                   Beautiful.  What time are you off...
                        (reads nameplate)
                   ... Christy?

                             WAITRESS
                   Six.

        Mike can't believe it.  Tee is just making it happen.

                             TRENT
                   Call a friend and have her meet the three
                   of us at the Landlubber Lounge at 6:01.
                        (Trent throws the half-dollar
                        on her tray)

                                                         SMASH CUT TO:

   15   INT.  TREASURE ISLAND CASINO - COFFEE SHOP - SAME NIGHT          15

        Trent and Mike are looking at menus.  They're smoking at the
        table because the can.

                             MIKE
                   That was so fuckin' money.  It was like
                   that "Jedi mind" shit.

                             TRENT
                   That's what I'm telling you, baby.  The
                   babies love that stuff.  They don't want
                   all that sensitive shit.  You start
                   talking to them about puppy dogs and ice
                   cream.  They know what you want.  What do
                   you think?  You think they don't?

                             MIKE
                   I know.  I know.

                             TRENT
                   They know what you want, believe me.
                   Pretending is just a waste of time.
                   You're gonna take them there eventually
                   anyway.  Don't apologize for it.
                             MIKE
                   I'm just trying to be a gentleman, show
                   some respect...

                             TRENT
                   Respect, my ass.  They respect honesty.
                   You see how they dress when they go out?
                   They want to be noticed.  You're just
                   showing them it's working.  You gotta get
                   off this respect kick, baby.  There aint
                   nothing wrong with letting them now that
                   you're money and that you want to party.

        The COFFEE SHOP WAITRESS approaches the table.  She's cute,
        but not nearly as hot as Christy.

                             WAITRESS
                   Are you ready to order?

                             MIKE
                   Coffee...
                        (points to Trent, who nods)
                   Two coffees.  It says "Breakfast Any
                   Time", right?

                             WAITRESS
                   That's right.

                             MIKE
                   I'll have "pancakes in the Age of
                   Enlightenment".

        It goes over like a lead balloon.

                             WAITRESS
                   And you?

                             TRENT
                   I'll have the Blackbeard over easy.

                             WAITRESS
                   I'll be back with the coffee.

        She takes the menus and goes.

                             TRENT
                        (genuinely)
                   Nice, baby.

                             MIKE
                   I should've said Renaissance, right? It
                   went over her head.

                             TRENT
                   Baby, you did fine.

                             MIKE
                        (disgusted with himself)
                   "Age of Enlightenment".  Shit.  Like some
                   waitress in a Las Vegas coffee shop is
                   going to get an obscure French
                   philosophical reference.  How demeaning.
                   I may as well have just said "Let me jump
                   your ignorant bones."...

                             TRENT
                   ...Baby...

                             MIKE
                   ... It's just, I thought "Renaissance"
                   was too Excaliber, it's the wrong casino.
                   She would've gotten it, though...

                             TRENT
                   You did fine.  Don't sweat her.  We're
                   meeting our honeys soon.  You know
                   Christy's friend is going to be money.

                             MIKE
                   I hope so.
                        (checks watch)
                   We gotta go soon.

                             TRENT
                   Baby, relax.  It's just down the hall.
                   She's gotta change... we'll be fine.

                             MIKE
                   We didn't do so bad after all.

                             TRENT
                   Baby, we're money.

        Mike tries to catch the attention of their waitress, who is
        passing with a huge platter containing a BREAKFAST BANQUET.

                             MIKE
                   Excuse me.  We're in a bit of a hurry.

                             WAITRESS
                   Hang on, Voltaire.

        She passes their table and sets the ENTIRE FEAST in front of
        the BLUEHAIR from the casino who sits alone.

                             BLUEHAIR
                   I said two lox platters.  This isn't
                   thirty dollars worth of food.  I have a
                   thirty dollar voucher.  This isn't my
                   first time in Vegas, you know.

                                                               CUT TO:

   16   INT.  TREASURE ISLAND CASINO - LANDLUBBER LOUNGE - SAME NIGHT    16

        Christy is at the bar wearing acid-washed jeans with a
        matching denim top.  She's sexy in a pathetic mid-eighties
        sort of way.  She's sitting next to a pretty brunette, LISA,
        dressed in a similar fashion.

        There is something bizarre about her appearance.  Her hair is
        tied into long pig-tails with powder blue ribbons.  Her
        makeup job is almost theatrical, with bright pink/red lips.
        She can't be that out of it, or can she?

        The girls have already been flanked by a herd of potential
        COURTIERS.

        The SWINGERS saunter up to the girls in a smooth, SLOW-MOTION
        SHOT.

        The girls notice them.

        The courtiers sense their rejection and part like the Red Sea
        for the swingers in perfect slow-motion choreography.

                             CHRISTY
                   Hi, boys, we almost gave up on you.

                             TRENT
                   Oh, are we late?  There are no clocks in
                   this town.

                             CHRISTY
                   Well, no harm done.  This is Lisa.  I'm
                   sorry, I never got your names...

                             MIKE
                   I'm Mike...
                        (with contempt)
                   and this is my friend "Doubledown Trent".

                             TRENT
                        (working the bit)
                   Stop.
                        (then to the girls)
                   Ladies, don't you double down on an
                   eleven?

                             CHRISTY
                   Always...

                             LISA
                   No matter what... like splitting aces.

                             MIKE
                   Whatever.

                             TRENT
                   Hello, Lisa.  I'm Trent.  What a lovely
                   makeup job.

                             CHRISTY
                   Lisa works at the MGM Grand...

                             LISA
                        (apologetically)
                   I'm a "Dorothy".

                             TRENT
                        (trying to sell her to Mike)
                   Oh... a Dorothy.

                             MIKE
                   Well... we're not in Kansas anymore.

        Another lead balloon.  Uncomfortable silence.

                             CHRISTY
                   What do you guys do?

                             MIKE
                   I'm a comedian.

        More uncomfortable silence.

                             LISA
                   Do you ever perform out here?  I'd love
                   to see you.

                             MIKE
                   No...

                             LISA
                   You should.  A lot of comics play Vegas.

                             MIKE
                   Well, I'm afraid it's not that easy...

                             LISA
                   Why not?

                             MIKE
                   There are different circuits... it's hard
                   to explain... you wouldn't understand...

                             LISA
                   Who's your booking agent?

                             MIKE
                        (flustered)
                   Oh?  You know about booking agents...  I
                   don't, uh, actually have a west coast
                   agent as of yet...

                             LISA
                   Well, who represents you back east?

                             MIKE
                   Actually, it's funny you...  I'm
                   actually, uh, between...

                             LISA
                   What do you do, Trent?

                             TRENT
                   I'm a producer.

                             BOTH GIRLS
                   Wow... Oooh... Ahhh...

        Mike rolls his eyes at how full of shit he is.

                             CHRISTY
                   Listen, I'm not really allowed to drink
                   here.  We should go someplace else.
                   How's my place?

        The swingers exchange a glance.

        Beat.

                             TRENT & MIKE
                   Sounds good to me... Fine... Sure

                                                               CUT TO:

   17   EXT.  CHRISTY'S TRAILER - EARLY MORNING                          17

        Establishing shot of an Airstream trailer dug into the desert
        on chocks.  Trent's car and two El Caminos are parked out
        front.

   18   INT.  CHRISTY'S TRAILER - SAME                                   18

        The foursome, now somewhat more intimate, sit huddled around
        the fold-out table.

        They've been drinking whiskey and long-neck Buds, judging by
        the recyclables.

        The pairings seems to be Trent/Christy, Mike/Lisa.

        The cramped compartment is filled with secondary smoke and
        laughter.

                             TRENT
                   No... no... The worst was when I went in
                   for this After-School special and I'm
                   sitting in the waiting room with all
                   these little kids.  I see they're all
                   signed in for the same role as me...

                             CHRISTY
                   They were auditioning for the same role
                   as you?

                             TRENT
                   Wait... Wait... Listen... So, I check the
                   time and place.  I'm where I'm supposed
                   to be.  I call my agent... She says they
                   asked for me specifically...

                             MIKE
                   What was the part?

                             TRENT
                   Oh... "I love you... I can't believe
                   you're doing this... Drugs are bad..."
                   Whatever.  After-School bullshit.  The
                   role is Brother.

                             MIKE
                   "Big Brother", "Little Brother"?

                             TRENT
                   Wait... Wait... Just "Brother".  So I go
                   in.  "Hello... Hi... We loved your guest
                   spot on Baywatch... blah blah blah..."
                   Whatever.  So, I start to read, and,
                   Mikey, I was money.  I prepared for a
                   week.  It's a starring role.  I'm
                   crying... The casting director, she
                   starts crying...

                             MIKE
                   No!

                             TRENT
                   Yes!

                             LISA
                   Oh my God.

                             CHRISTY
                   Did you get it?

                             TRENT
                   Wait...  She's crying.  I finish.  I hold
                   up my finger like "Wait a second".  They
                   sit in silence for, like, at least five
                   minutes.  I look up and they all start
                   clapping, and now they're all crying.
                   Even the camera guy.

                             MIKE
                   No!  Not the camera guy!

                             TRENT
                   I'm telling you!

                             LISA
                   So what happened?

                             TRENT
                   So, I swear to God this is exactly what
                   he said.  The producer says to me... now
                   he's still crying... he says to me that
                   I was great, that that was exactly what
                   they were looking for...

                             MIKE
                   ... So give me the fuckin part...

                             TRENT
                   Right?  ... that I nailed it... Whatever.
                   Then he says it's just that I'm a little
                   old.  I'm like "How old is the
                   Brother?".  He's like, he says this with
                   a straight face, I swear to God, he says
                   "Eleven."
                             MIKE
                   So, what'd you say to him?  "Double
                   down."?

        They all crack up even more.

                             TRENT
                   It's like, you looked at my tape.  You
                   saw my picture.  Why did you call me in?
                   You knew I was twenty-four.

                             CHRISTY
                   What an asshole.

                             MIKE
                   I believe it.

        The room dies down.  The girls settle into the arms of their
        men.  There's a lot of body language and pheromones, but not
        a lot of words.

                             CHRISTY
                   How rude of me.  I haven't given you the
                   tour.

        She gets up and leads Trent into the sleeping compartment to
        the rear.  The door slaps shut.

        Mike and Lisa, in all her made-up glory, look into each
        others eyes.

                                                               CUT TO:

   19   INT.  CHRISTY'S TRAILER - SLEEPING COMPARTMENT - SAME            19

        Trent is already at work.  He's smooth.  A cascade of stuffed
        animals tumble off the bed with every thrust.  Clothes start
        to peel off.

        Trent takes a breather.  He takes a step to the door.

                             TRENT
                   Let me just check on my boy.

                             CHRISTY
                   Don't worry.  He's in good hands.

        Trent cracks the door and peers through.  The light is dim,
        but he can make out that they're starting to neck.

        He closes the door, satisfied.

                             CHRISTY
                        (coyly)
                   What a good friend.  I can use a friend
                   like you.
                        (she beckons him back to bed)

                                                               CUT TO:

   20   INT.  CHRISTY'S TRAILER - FRONT ROOM - SAME                      20

        What seemed like necking is actually Lisa and Mike huddled
        tight having an intimate conversation.

                             LISA
                        (reassuring)
                   I'm sure she'll call.  Six years is a
                   long time.  You don't just break it off
                   cleanly after six years.

                             MIKE
                   I know, but she did.  She's with someone
                   else now...

                             LISA
                   Already?  You poor thing.  It won't last.

                             MIKE
                   Why not?

                             LISA
                   It's a rebound.

                             MIKE
                   We were a rebound, and we lasted six
                   years.

                             LISA
                   Yeah, but how long was the relationship
                   she was rebounding from?

                             MIKE
                   Six years.

        Beat.

                             MIKE
                   Can I check my messages?  I have a
                   calling card.

                             LISA
                   Sure, I guess.  The phone's in the back.

        Mike gets up and approaches the door.

                             MIKE
                   Sorry, it's just that...

                             LISA
                   I understand.

        Mike lightly knocks on the door.

                             MIKE
                   Trent...
                        (knock knock)
                   Tee.

        The door cracks.

                             MIKE
                   Sorry, man, I need...

        Trent pokes a CONDOM through the door.

                             MIKE
                   No, man.  I need to use the phone.

                             TRENT
                   What?

                             MIKE
                   I gotta use the phone.

                             TRENT
                   Baby, you'll check them tomorrow.

                             MIKE
                   Please, Tee.  I have to use the phone.
                   Sorry, man.

                             TRENT
                   Hold on.

        The door closes.

                             MIKE
                        (to Lisa)
                   I hope I'm not interrupting anything.
                   They weren't in there that long.

        Lisa reassuringly shakes her head.

        Beat.

        Christy walks out wearing only Trent's sharkskin jacket as a
        robe.

        Trent follows with a towel wrapped around his waist.

        Trent glares at Mike as they pass.  Daggers.

                             MIKE
                        (apologizing to Christy as she
                        exits)
                   I've got a calling card, there's no
                   charge to your phone.

                                                               CUT TO:

   21   INT.  CHRISTY'S TRAILER - SLEEPING COMPARTMENT - SAME            21

        Mike dials.

                                                              BACK TO:

   22   INT.  CHRISTY'S TRAILER - FRONT ROOM - SAME                      22

        Half naked Trent and Christy sit with fully clothed Lisa.

                             CHRISTY
                        (to Lisa)
                   The poor thing.  Six years?

                             LISA
                   ... And she's with someone else.

                             CHRISTY
                   The poor thing.  I'll make some coffee.

        Trent is not happy.

                                                              BACK TO:

   23   INT.  CHRISTY'S TRAILER - SLEEPING COMPARTMENT - SAME            23

        Mike is on the phone.

                             ANSWERING MACHINE
                        (synthesized voice)
                   She didn't call.

        Disappointment pulls at Mike's brow.

                                                              BACK TO:

   24   INT.  CHRISTY'S TRAILER - FRONT ROOM - SAME                      24

        The girls clean up the bottles and ashtrays.  The coffee is
        brewing.  The shades are up.  It's officially morning.

        Trent's chin is in his hand.  He radiates the blue tinge of
        glandular congestion.  He'll have no part of any of this.

                             CHRISTY
                   He's so sweet.  He really said that?

                             LISA
                   I believe it too.  He really just wants
                   her to be happy.

                             CHRISTY
                   He is so sweet.

        Mike enters.

        The girls immediately stop their chatter and look at him in
        anticipation.

        Mike shakes his head "no".

        The girls walk to embrace him in consolation.

                             BOTH GIRLS
                   Awwww.

        Trent just shakes his head.  He'll have no part of any of
        this.

                                                               CUT TO:

   25   EXT.  DESERT ROAD - DAY                                          25

        Establishing whot of Trent's car heading back to L.A. on the
        northbound I-15.  The speeding car is dwarfed by the
        expansive badlands.

   26   EXT.  TRENT'S CAR - DESERT ROAD - SAME                           26

                             MIKE
                   She asked me what I was thinking about?
                   What should I have done?  Lie?

                             TRENT
                   You didn't have to get into it, baby.

                             MIKE
                   Sorry about interrupting...

                             TRENT
                   Don't worry about me, baby.  I just
                   wanted you to have a good time.

                             MIKE
                   Christy was nice...

                             TRENT
                   I didn't even like her, to be honest.

                             MIKE
                   She was hot.

                             TRENT
                   She really didn't do it for me, baby.
                   How'd you like Dorothy?

                             MIKE
                   I don't know.  The whole Judy Garland
                   thing kind of turned me on.  Does that
                   makes me some kind of fag?

                             TRENT
                   No, baby.  You're money.

                             MIKE
                   She didn't like me, anyway.

                             TRENT
                   She thought you were money.

                             MIKE
                   I don't think so.

                             TRENT
                   I heard them talking.  They both thought
                   you were money.

                             MIKE
                   Yeah, a good friend.

                             TRENT
                   Baby, you take yourself out of the game.
                   You start talking about puppy dogs and
                   ice cream, of course it's gonna be on the
                   friend tip.

                             MIKE
                   I just don't think she liked me in that
                   way.

                             TRENT
                   Baby, you're so money you don't even
                   know it.

                             MIKE
                   Tee, girls don't go for me the way they
                   go for you.

                             TRENT
                   Michelle went for you, right.

                             MIKE
                   That was different.

                             TRENT
                   How?

                             MIKE
                   I was younger... It was college.  You
                   didn't go to college, you don't know what
                   it's like.  You screw chicks you have no
                   business being with.  They're young, they
                   don't know any better.

                             TRENT
                   That's just plain silly.  Your self-
                   esteem is just low because she's with
                   someone else.  But thinking about it and
                   talking about it all the time is bad.
                   It's no good, man.  You gotta get out
                   there.  The ladies want to love you,
                   baby.

                             MIKE
                   I just need some time...

                             TRENT
                   Why?  So you can beat yourself up?
                   Sitting around in that stuffy apartment.
                   It's just plain bad for you, man.  It's
                   depressing.  You've come so far.
                   Remember the first week?  After she told
                   you?  You couldn't even eat.

                             MIKE
                   Don't remind me.

                             TRENT
                   You just sat around drinking orange
                   juice.  Now look at you.  Look how far
                   you've come in just a few months.  You
                   got that part in that movie...

                             MIKE
                   ... a day...

                             TRENT
                   ... Whatever.  It's work.  You're doing
                   what you love.  What's she doing?

                             MIKE
                   Selling scrap metal.

                             TRENT
                        (smiles)
                   See?  And what does this guy she's with
                   do?

                             MIKE
                   He drives a carriage.

                             TRENT
                   What?!?

                             MIKE
                        (smiling)
                   I hear he drives a carriage around
                   Central Park or something.

                             TRENT
                   Please.  And you're sweating him?
                   You're "all that" and you're sweating
                   some lawn jockey?

                             MIKE
                   I hear she's getting real fat.

                             TRENT
                   Baby, she's the one who should be
                   thinking about you.  Sounds to me like
                   you cut loose some dead weight.  Trust
                   me, Mikey, you're better off.

        Trent cranks some Frank.  "You Make Me Feel So Young".

        Mike is finally, genuinely, smiling.

        He turns down the music enough to talk.

                             MIKE
                   I'm gonna try.  I'm really gonna try.

        Trent just smiles and cranks Frank back up

   27   EXT.  DESERT ROAD - SAME                                         27

        Trent's car drives off into the distance.  A sign reads:
        "Los Angeles - 270 miles".

                                                          DISSOLVE TO:

   28   EXT.  PITCH AND PUTT GOLF COURSE - LOS FELIZ - DAY               28

        Establishing shot of MIKE and ROB teeing off with nine irons.

        Rob wears a Yale sweatshirt.  Mike wears one from Queens
        College.  A Mets cap shades his eyes.  Neither have shaved
        and, odds are, neither showered.  They each carry a loose
        nine blade and putter as they wander to their lie.

                             ROB
                   I don't think I'm gonna take it.

                             MIKE
                   I's a gig.

                             ROB
                   I mean, I need the money.

                             MIKE
                   You're an actor.  Find the Zen in the
                   role.

                             ROB
                   It's definitely a step back for me.

                             MIKE
                   Look, there's not much of a call for
                   Shakespeare in this town.

                             ROB
                   There's just something about being
                   "Goofy".  Any other Disney character
                   would be fine.  There's just this stigma
                   associated with the character.

                             MIKE
                   What do you want?  You're tall.

                             ROB
                   Do you realize how hard it's going to be
                   to tell my parents?  I still haven't told
                   them I didn't get the pilot.

                             MIKE
                   You tested over a month ago.  I'm sure
                   they figured it out by now.

                             ROB
                   It's like "Hi, Mom.  I'm not going to be
                   starring in that sit-com and, oh by the
                   way, I'm Goofy.  Send more money."

        They split up and both over-chip the green miserably.

                                                               CUT TO:

   29   EXT.  PUTTING GREEN - PITCH AND PUTT GOLF COURSE - SAME          29

        Mike and Rob putt.

                             MIKE
                   Haven't you noticed I didn't mention
                   Michelle once today?

                             ROB
                   I didn't want to say anything.

                             MIKE
                   Why?

                             ROB
                   I don't know.  It's like not talking to
                   a pitcher in the midst of a no hitter.

                             MIKE
                   What?  Like, you didn't want to jinx it?

                             ROB
                   Kinda.

                             MIKE
                   I don't talk about her that much.

                             ROB
                   Oh no?

                             MIKE
                   I didn't mention her once today.

                             ROB
                   Well, until now.  Tend the pin.

        Mike pulls out the flag for Rob's putt.  He misses.

                             MIKE
                   The only reason I mentioned her at all is
                   to say that I'm not going to talk about
                   her anymore.  I thought you'd appreciate
                   that.

                             ROB
                   I do.  Good for you, man.

                             MIKE
                   I've decided to get out there.
                        (re: the ball)
                   Go ahead.  Play it out.

        Rob putts the "gimme".  He misses by an inch.

                             MIKE
                   I'm not making any more excuses for
                   myself.

        Rob taps it in.  He tends the pin or Mike, who misses.

                             ROB
                   Good to hear, Mikey.

        Mike putts again, and misses.

                             MIKE
                   You want to hit the town tonight?

                             ROB
                   I shouldn't, Mike, it's a weeknight.

                             MIKE
                   What do you have?  A Pluto call back?

                             ROB
                   Sure.  Kick me when I'm down.

        Mike plunks it in.

                             MIKE
                   Count 'em up.

        The two of them count and recount as they revisualize each
        shot in their head.  Throughout the process they count under
        their breath and point to different parts of the fairway and
        green.

        The two of them revolve, point, and mumble for an absurdly
        long amount of time until finally...

                             ROB
                   How many strokes?

                             MIKE
                   I don't know.  Eight or Nine.

                             ROB
                   I'll give you an eight.
                        (writes score)

                             MIKE
                   What'd you get?

                             ROB
                   An eight.

                             MIKE
                   Looks like we're in a dead heat after one
                   hole.  This is turning into quite a
                   rivalry.

        Rob points to the far-off crowd of a dozen IRATE GOLFERS
        Waiting to tee off.

                             ROB
                   You better replace the pin, Chi-Chi.  The
                   natives look restless.

                                                               CUT TO:

   30   INT.  SUE'S APARTMENT - HOLLYWOOD BOULEVARD - EVENING            30

        First of all, SUE is a guy, and a tough guy at that.  He is
        wearing an L.A. Kings home jersey.  His sweater bears the
        sacred number "99".  Sue is lounging in front of the TV in
        army surplus khaki cutoffs and untied Doc Martin boots.

        Sue brushes back a shock of straight, greasy, dirty blonde
        hair as not to obscure his view of the screen.  His face
        glows with the reflection of the SEGA HOCKEY game on the set.
        Sue and TRENT are locked in a heavily contested battle of
        motor reflexes.  Nothing moves but their eyes, thumbs, and
        mouths...

                             SUE
                   Bitch... You little bitch!

                             TRENT
                   Chelios to Roenick...!

        MIKE looks on.  He is more captivated with the simulated
        sporting event than the Clippers game on the TV across the
        room.

        Electric guitars blaze over the stereo.

        The room, like the guys, could use a spring cleaning.  Pizza
        boxes, beer bottles, and full, full ashtrays.  You can taste
        the smoke.

                             SUE
                   You little bitch!

                             MIKE
                   Hey Sue.  Gretsky's on his ass again.

                             TRENT
                   Because he's a bitch.

                             SUE
                   That's so bullshit.  This is so bullshit.

                             MIKE
                   You should play another team.  The Kings
                   are bitches in this game.

                             SUE
                   Hey, man.  I took the Kings to the Cup.

                             TRENT
                   ... against the computer.

                             SUE
                   They're a finesse team...

                             TRENT
                   They're a bitch team... SCORE!
                   Roenick!

                             SUE
                   Fuck!!!  That is so bullshit!

                             MIKE
                   Give it up, Sue.

        The PHONE RINGS.  Sue picks it up and balances it on his
        shoulder as he plays.

                             SUE
                   Hello?
                        (re: game)
                   Shit!
                        (back to phone)
                   Yeah.  The elevator doesn't work.
                        (he lets the phone drop.  Then
                        to Mike)
                   It's Pink Dot.  Buzz him in - hit nine.

        Mike picks up the phone off the matted shag carpet.  He
        pushes "9", listens, then hangs up.

                             TRENT
                   I wish the game still had fights so I
                   could bitch-slap Wayne.

                             MIKE
                   This version doesn't have fighting?

                             TRENT
                   No.  Doesn't that suck?

                             MIKE
                   What?  That was the best part of the old
                   game.

                             SUE
                   I don't know.  I guess kids were hitting
                   each other or something.

                             TRENT
                   You could make their heads bleed, though.

                             SUE
                   Yeah... If you hit them hard their heads
                   bleed all over the ice and their legs
                   convulse.

                             MIKE
                   No.

                             TRENT
                   Yeah.

                             SUE
                   It's kinda money, actually.

                             MIKE
                   Make someone bleed.

                             SUE
                   No, man, we're in the play-offs.

                             TRENT
                   I'll make Gretsky bleed, the little
                   bitch.

        The DELIVERY MAN knocks on the door.

                             SUE
                   Pause it.
                        (Trent pauses the game)

                             MIKE
                   Give me the money.  I'll get it.

        While Sue gives Mike the money, Trent UNPAUSES the game and
        checks Gretsky into the boards, leaving him writhing in a
        pool of red pixels.

                             SUE
                   You bitch!

        Sue dives onto Trent.  They wrestle a little too
        rambunctiously for indoors.  Trent pulls the hockey sweater
        over Sue's head and starts wailing on his back.

        Mike crosses.  The CAMERA follows him down a shallow hallway
        to the door.  He unlocks it.

        A delivery man of eastern-hemispheric decent is out of breath
        from four flights of stairs.  He hands Mike a twelve-pack of
        Bud cans and three packs of Marlboro reds.

        He can HEAR, but NOT SEE, the chaos ensuing in the living
        room.

                                                               CUT TO:

   31   INT.  SUE'S LIVING ROOM - CONTINUOUS                             31

        Trent and Sue are flushed.  They pause long enough to torment
        Mike.

                             TRENT
                        (feigning homosexuality)
                   Is he cute?  Ask him if he wants to stay
                   for a cocktail!

                             SUE
                        (following suit)
                   ... Is he brown?

                                                              BACK TO:

   32   INT.  SUE'S DOORWAY - CONTINUOUS                                 32

        Mike forces an apologetic smile.  He is embarrassed.  The
        delivery man doesn't seem to understand any of this.

        Mike, out of guilt, hands him a four dollar tip.  This he
        seems to understand.  He smiles and leaves.

        Mike crosses back to the main room.

                             MIKE
                   You guys are such assholes.

                             TRENT
                        (continuing the gag)
                   Aww... He got away?

                             SUE
                        (untangling himself from
                        Trent)
                   Gimme my reds.  I've been jonesing for an
                   hour.

        Mike throws him a pack of smokes, which he unravels with
        surgical precision.

        Cans of beer are tossed around and cracked.

                             MIKE
                   What time's this party tonight?

                             TRENT
                   It starts at eight...

                             SUE
                   ... which means no one will get there
                   'til ten.

                             MIKE
                   So, what?  Eleven?

                             TRENT & SUE
                   Midnight.

                             MIKE
                   I'm gonna bring and old friend who just
                   moved out here.

                             TRENT
                   Who?  Rob?

                             MIKE
                   Yeah.  You met him once.

                             TRENT
                        (approvingly)
                   Yeah.  He's a "rounder".

                             SUE
                   What's he do?

                             MIKE
                   He's trying to be an actor.

                             TRENT
                   What a surprise...

                             SUE
                   ... How novel.

                                                               CUT TO:

   33   EXT.  DARK ALLEY - OFF OF HOLLYWOOD BLVD. - SEEDY - NIGHT        33

        MIKE and ROB walk down the dirty deserted alleyway.  Mike is
        wearing baggy slacks, Doc Martin shoes, and an oversized
        Eisenhower-cut jacket with a vertical stripe inset.  The
        collar is large and pointy, but definitely not seventies.
        His ensemble has more of an early sixties vibe.

        Rob hasn't been at it quite as long.  He's wearing worn-in
        Levies over worn-in boots and, the nineties standby, an
        untucked flannel.

        Mike walks with purpose.  He intermittently tries to pull
        open locked steel doors along the alley.  Rob looks confused.

                             ROB
                   So, if the party starts at eight, why are
                   we first going to a bar at ten?

                             MIKE
                   To get a drink before we meet the guys
                   for a bite at eleven.

                             ROB
                   Oh.
                        (beat)
                   Where is this place?

                             MIKE
                        (pulling handle)
                   It's one of these.  For some reason, cool
                   bars in L.A. have to be very hard to find
                   and have no signs out front.

                             ROB
                   That doesn't sound too good for business.

                             MIKE
                        (pull)
                   It's kinda like a speakeasy kind of
                   thing.  It's kinda cool.  It's like
                   you're in on some kind of secret.  You
                   tell a chick you've been some place, it's
                   like bragging that you know how to find
                   it.  The only way you could know where a
                   place is is if someone who knows brought
                   you there.  You have to have someone come
                   before.  There is a direct line
                   connecting you back to the original,
                   unequivocally cool, club patrons.  It's
                   kinda like Judaism...

                             ROB
                   Sounds more like Aids...

                             MIKE
                   ... That's probably a more appropriate
                   analogy.

        At this point they come upon an unmarked BLACK METAL DOOR,
        which Mike successfully pulls open to reveal...

   34   INT.  "THE ROOM" - HOLLYWOOD BAR - SAME                          34

        A smoke-filled, windowless, black-walled room.  There are
        several round padded booths lining the walls.  The place is
        packed, and the funk standard "Brick House" throbs over the
        P.A..

        A HANDHELD SHOT as the two guys serpentine to the mirrored
        bar at the far end of the room.  Enshrined in its center is
        a framed photograph of SINATRA smiling in approval as he
        presides over the evening's activities.

        Mike proudly points out the photo to Rob.

                             MIKE
                   Kinda money, huh?

                             ROB
                        (smiling)
                   Classy.

        Mike catches the attention of a cute female BARTENDER.

                             MIKE
                   I'll get a Dewars rocks...
                        (looks to Rob)

                             ROB
                   Bud.

                             MIKE
                   ...A Dewars on the rocks and a Bud,
                   please.

        She goes.
                             ROB
                   I can't get over how cute the girls in
                   this city are.

                             MIKE
                   I know.  It's like the opposite of
                   inbreeding.  The hottest one percent from
                   around the world migrate to this gene
                   pool.

                             ROB
                   Darwinism at its best.

                             MIKE
                   I've been around here six months and I
                   still can't get over it.

                             ROB
                   It's like, every day I see a beautiful
                   woman.  I'm not used to that.  I'm used
                   to seeing a beautiful woman, I don't
                   know, once a week.  I can't handle it.

                             MIKE
                   Wait till summer.  I swear, you can't
                   leave the house.  It hurts.  It
                   physically hurts.

                             ROB
                   I can't wait till I actually get to touch
                   one of them.

                             MIKE
                   Ah, there's the rub...

                             ROB
                   There's the rub.

        The bartender serves them their drinks.

                             CHARLES
                        (o.s.)
                   Whassup Mikey?

        Mike turns to see CHARLES.  A young black man with a tight
        Dolomite fro.  He wears a black leather blazer over a black
        turtleneck.  Just look up "cool" in the dictionary.

        A handshake turns into a hug.

                             MIKE
                   Charles!  What's up, man?

                             CHARLES
                   Oh.  You know.

                             MIKE
                   Did you, um, did you get that pilot?

                             CHARLES
                   No, man.  I know you didn't get it 'cause
                   you wouldn't've asked me.  It wasn't that
                   funny anyway...

                             MIKE
                   ... piece of shit.  Listen, Charles, this
                   is my friend Rob from Back East.

        Shake.

                             CHARLES
                   Hi.

                             ROB
                   My pleasure.

                             MIKE
                   Charles and me went to network on this
                   pilot together.

                             ROB
                   I just tested for one...

                             MIKE
                   ... yeah, a month ago.

                             CHARLES
                   Oh, I'm sorry.  How'd your folks take it?

                             ROB
                   I haven't heard an official "no" yet.

                             CHARLES
                   You haven't told then, huh?

                             ROB
                   No.

                             CHARLES
                   I still haven't told my folks I didn't
                   get "Deepspace 9".  You'd think they'd'a
                   figured it out by now, but Mom keeps
                   asking...

                             MIKE
                   ... and boy does it hurt when they ask.

                             CHARLES
                   I don't even tell them about anything I'm
                   close on anymore...

                             MIKE
                   ... not until you book it...

                             CHARLES
                   ... and even then...

                             MIKE
                   ... you might get cut out.

                             ROB
                   I'm considering taking a job as a
                   "Goofy".

                             CHARLES
                   Hey, man.  At least it's Disney.

                             MIKE
                   You want to come with us to a party at
                   the Chateau Marmont?  They got a bungalow
                   and lots of beautiful babies.

                             CHARLES
                        (yelling over the roar of the
                        wall to wall crowd)
                   Why not?  This place is dead anyway.

                                                               CUT TO:

   35   INT.  "SWINGERS DINER" - BEVERLY BLVD. - LATER THAT NIGHT        35

        MIKE, TRENT, SUE, CHARLES, and ROB sit around the round
        scotch-plaid corner booth of the retro-hip coffee shop.  All
        of our boys, with the exception of Rob, are classily dressed.
        They wear a lot of black, brown, and gray with a splash of
        gold and maroon.

        The CAMERA REVOLVES around the table in a repeating
        "Reservoir Dogs" style over the shoulder 360 DEGREE PAN.

                             TRENT
                   ... No, baby.  I got a better one.  You
                   gotta admit the steadycam shot in
                   "Goodfellas" was the money...

                             ROB
                   ... through the basement of that
                   restaurant...

                             MIKE
                   ... the Copa, in New York...

                             TRENT
                   ... through the kitchen...

                             CHARLES
                   ... I heard it took four days to light
                   for that shot...

                             ROB
                   ... Four days..?

                             SUE
                   ... I don't know about four days...

                             CHARLES
                   ... That's what I heard...

                             MIKE
                   ... Maybe.  I mean you gotta hide all the
                   lights...

                             TRENT
                   ... It looked money.

                             SUE
                   ... Not as money as the shot from
                   Reservoir Dogs...

                             ROB
                   ... Which one?

                             SUE
                   ... In the beginning.  When they're
                   walking in slow motion...

                             MIKE
                   ... How can you compare them?  Tarantino
                   totally bites everything from Scorsese...

                             SUE
                   ... He's derivative...

                             TRENT
                   ... You gotta admit, it looked money...

                             CHARLES
                   .... I heard they made that whole movie
                   for ten grand...

                             ROB
                   ... What's the big deal?  Everyone steals
                   from everyone.

                             MIKE
                        (checking his watch)
                   Well, let's hit that party.

                                                               CUT TO:

   36   EXT.  SUNSET BOULEVARD - HEADLIGHTS AND NEON - NIGHT             36

        The five swingers walk down the boulevard in a SLO-MO SHOT
        which is extremely "derivative" of the "Reservoir Dogs"
        credit sequence.

        The scene is choreographed to Bennett's big band arrangement
        of "O SOLE MIO".

                                                               CUT TO:

   37   EXT.  CHATEAU MARMONT BUNGALOW - OUTSIDE THE PARTY - MIDNIGHT    37

        Muffled music seeps through the door.  The swingers turn the
        knob and enter...

   38   INT.  THE PARTY - CHATEAU MARMONT BUNGALOW - SAME                38

        The huge sunken living room is packed with people congealed
        into circles of conversation and sipping cocktails.

        EVERYTHING STOPS when they enter.  The music, the
        conversations, all movement, everything.

        Everyone in the room STARES at them standing in the doorway.

        Beat.

        The music starts back up and everyone returns to their
        conversations.

        The swingers weave their way through the crowd to...

   39   INT.  THE BAR AREA - THE BUNGALOW KITCHEN - SAME                 39

        The swingers fix themselves drinks from an assortment of
        bottles cluttering the table.  The shamelessly paw at the
        top shelf brands.

                             MIKE
                   Who threw this party, anyway?

                             SUE
                   Damned if I know...

                             TRENT
                   ... Beats me...

                             CHARLES
                   ... I came with you.

        With that, the three of them peel off to work the room.

                             ROB
                   What's that guy's name?  Sue?

                             MIKE
                   Sue.  His dad was big Johnny Cash fan.

                             ROB
                   Oh, like that song...

                             MIKE
                   ... "A Boy Named Sue".  I think that's
                   why he's such a bad cat.

                             ROB
                   Him?

                             MIKE
                   He's a mean dude.  I've seen him smash a
                   guy's face into the curb.  He knocked out
                   his teeth... blood... He was just like
                   Boom, Boom, Boom... fuckin nasty shit,
                   man.  He's a nice guy though.

                                                               CUT TO:

   40   INT.  LIVING ROOM - BUNGALOW - SAME                              40

        Trent and Sue are scouting some LADIES across the room.  One
        wears a FUNKY OVERSIZED HAT.  Intermittent eye contact has
        been established.

                             TRENT
                   Oh, it's on, baby...

                             SUE
                   ... It's on.

                                                              BACK TO:

   41   INT.  LIVING ROOM - BUNGALOW - SAME                              41

        Mike and Rob have come back into the room.  They scout the
        terrain.

                             MIKE
                   There are so many beautiful women here.

                             ROB
                   It's unbelievable.

                             MIKE
                   I got to at least try once.

                             ROB
                   You're a better man than I am, Charlie
                   Brown.

                             MIKE
                   No, I just promised myself I'd give it a
                   try.  I gotta get out there sooner or
                   later.

                             ROB
                   Go for it, man.

        Mike spots a pair of beautiful BLONDES in black.  They're
        wearing stretch bell-bottoms and tops that expose their mid-
        drifts.  The seventies never looked so good.

                             MIKE
                        (indicating the ladies)
                   I'm going in.  Will you be my wing-man?

                             ROB
                   I'll be your winger.

        They make the approach.  With a great deal of effort, Mike
        catches their attention...

                             MIKE
                   Good evening, ladies...

        ... only to be interrupted by the party STOPPING to check
        another entrance.

        Beat.

        The party RESUMES and the blondes redirect their attention to
        Mike.  He is a little put-off but, God love him, he gets back
        in there.

                             MIKE
                   How are you ladies doing this evening?

                             BLONDE
                   What do you drive?

                             MIKE
                   I'm sorry?

                             BLONDE
                   What kind of car do you drive?

                             MIKE
                   Oh... a Cavalier.

        The blondes immediately enter back into their conversation as
        if they were never approached.

        Mike and Rob exchange defeated glances.

        One more try.

                             MIKE
                   ... It's red?

                                                               CUT TO:

   42   INT.  LIVING ROOM - BUNGALOW - CONTINUOUS                        42

        Trent and Sue are trying to look like they're not paying
        attention to the group of ladies they saw across the room.

                             TRENT
                   Is she looking at me, baby?

                             SUE
                   No.

                             TRENT
                   Now?

                             SUE
                   No.

                             TRENT
                   Is she looking now?

                             SUE
                   No!  She's not looking at you.  She
                   hasn't looked at you once.  Will you stop
                   asking if...  Wait, she just looked.

                             TRENT
                   See, baby?

        Mike and Rob walk up to Trent and Sue.

                             MIKE
                   How you guys doing?

                             TRENT
                   It's on.

                             MIKE
                   Which one?

                             TRENT
                        (indicated the group of girls
                        with a subtle head move)
                   Minnie Pearl.

        Mike and Rob STARE DIRECTLY at the girls like a deer in the
        headlights... a big no-no.

                             MIKE
                   The one in the hat?  She's cute.

        Trent and Sue react with frustrated disappointment.

                             TRENT
                   What are you doing?

                             MIKE
                   What?

                             TRENT
                   You looked right at her, baby.

                             MIKE
                   She didn't notice.

                             SUE
                   Yes she did.

                             TRENT
                   Damn.  Now I gotta go in early.

                             MIKE
                   I'm sorry.

                             TRENT
                   Don't sweat it, baby.  This one's a lay-
                   up.

        Trent crosses away.

                             SUE
                   How's it going for you two?

                             MIKE
                   Not well.

                             SUE
                   Rejected?

                             ROB
                   Shaqed.

        Mike's P.O.V. of Trent passing near and the GIRL IN THE HAT.
        He says something, smiles, and points to her hat.  She
        laughs.

                             SUE
                   Well, just watch the T-bone and learn.

                                                               CUT TO:

   43   INT.  LIVING ROOM - TRENT'S CONVERSATION - CONTINUOUS            43

        Trent is having a sensitive one-on-one with the girl in the
        hat.

                             GIRL IN HAT
                   ... I've always wanted to be an actress,
                   at least as long as I could remember.  I
                   went to...

        Under Trent's affirmative response we hear the first haunting
        TUBA PULSE of the JAWS THEME:

                             TRENT
                        (nodding in agreement)
                   Uhhhh...  Huuuhhh.

                                                               CUT TO:

        CLOSE UP of MIKE'S FACE as he looks on in HORRIFIED AWE from
        afar.

                                                              BACK TO:

   44   INT.  LIVING ROOM - TRENT'S CONVERSATION - CONTINUOUS            44

                             GIRL WITH CIGAR
                   ... Then one day after class my drama
                   teacher, the one who directed the play,
                   said he thought I should...

        The second TUBA PULSE accompanies Trent's sound of agreement:

                             TRENT
                   Uhhh...  Huuhh.

                                                              BACK TO:

        EXTREME CLOSE UP of MIKE'S HORRIFIED EYES.

                                                              BACK TO:

   45   INT.  LIVING ROOM - TRENT'S CONVERSATION - CONTINUOUS            45

                             GIRL WITH CIGAR
                   ... I met with an agent last week and I'm
                   waiting to hear...

        The third, and progressively faster, TUBA PULSE sounds under
        Trent's response as the JAWS THEME begins to speed up and
        fill out:

                             TRENT
                   Uh-Huh, Uh-Huh, Uh-Huh, Uh-Huh...

                                                               CUT TO:

        Mike, Rob, and Sue look on.

                             SUE
                   Here comes the kill...

                                                         MATCH CUT TO:

        The group's P.O.V. of the conversation.

        The JAWS THEME reaches its violent crescendo as the girl
        looks into her purse.

        Trent winks to the boys.  Smooth.

        She comes up with a pen and writes our her phone number.

        Trent crosses back as the music dies away.

        Using his body as a shield so the girl can't see, but so his
        boys can, he rips up and drops the number as he approaches
        them.

                             TRENT
                   Was I money?

                             MIKE
                   I don't know.  It was kind of a dick move
                   if you ask me.

                             TRENT
                   Why, baby?  What'd I do wrong?

                             MIKE
                   You asked her for her number, and then
                   you tore it up.

                             TRENT
                   She didn't see.

                             MIKE
                   That doesn't matter.

                             SUE
                   That was pretty cold, dude.

                             TRENT
                   What was cold about it?

        The door opens.  The party PAUSES to look, then RESUMES.

                             TRENT
                   She offered me her number.  What should
                   I have said?  "No"?  That would've hurt
                   her feelings.  This way she feels like
                   the winner.

        Trent smiles and waves to her across the room.  She coyly
        waves back and makes a "phone sign" with her hand.  Trent
        nods and smiles.

                             TRENT
                   Tee can't roll with that, she's "business
                   class".

                             ROB
                   "Business class"?

                             SUE
                        (explaining to Rob)
                   Big butt... you know, can't fly coach.

                             MIKE
                   I can't believe you.

        Charles approaches the crew.

                             CHARLES
                   They're out of Glenlivet.

                             MIKE
                   What else is going on?

                             TRENT
                   We could hit the Dresden.

        Overhead LONG SHOT of the swingers entrenched in the CROWDED
        PARTY.

                             SUE
                   Yeah.  This place is dead, anyway.

                                                               CUT TO:

   46   EXT.  SUNSET BOULEVARD - OUTSIDE THE CHATEAU MARMONT - NIGHT     46

        The swingers have left the party and are heading to their
        cars.  They are all parked in a row, one behind the other.
        They each climb behind the wheel of their own car.  They pull
        out in UNISON.

        They travel like a train with their bumpers ALMOST TOUCHING.

                                                               CUT TO:

   47   EXT.  HOLLYWOOD STREETS - NIGHT                                  47

        SHOTS of the CAR-TRAIN driving and making turns.

        "O SOLE MIO" reprise.

                                                          DISSOLVE TO:

   48   EXT.  THE DRESDEN - VERMONT AVE. - HOLLYWOOD - NIGHT             48

        The car-train BREAKS UP to nose-in park behind the bar.  They
        all "club" their steering wheels.

                                                               CUT TO:

   49   INT.  "THE DRESDEN ROOM" - SAME                                  49

        The SWINGERS lounge in a booth against the cork-paneled wall,
        sipping cocktails.  They watch MARTY and ELAYNE, the resident
        lounge act, perform a jazz fusion cover of "Staying Alive" on
        synth and upright bass.  The seventies are alive and well
        here, but they're starting to yellow around the edges...

        The room is busy, but not packed.

        The swingers have all had a few.

                             CHARLES
                   I know what you're saying, man.  I don't
                   know what to tell you...

                             ROB
                   ...  I mean, does it have to be "Goofy"?
                   I was playing Hamlet off-Broadway two
                   months ago, for crying out loud...

        Trent and Sue are involved in a different conversation.  They
        are observing two HOT GIRLS at another cocktail table.

        The girls are wearing short plaid skirts with black stockings
        pulled up to midthigh.  It's the "catholic-school-girl-gone-
        bad" look.

        The girls are a little too touchy-feely with each other,
        suggesting a certain sexual open-mindedness.

                             TRENT
                   It's on.

                             SUE
                   You think?

                             TRENT
                   Baby, I know it is.  It's a black diamond
                   trail...

                             SUE
                   ... double diamond...

                             TRENT
                   ... but it's worth the risk.  True or
                   false:  It's worth the risk.

                             SUE
                   True.

        As they get up to leave...

                             MIKE
                   God bless you guys.

        They cross to the ladies.

        Mike's P.O.V.

        The girls seem at first cold, the receptive.  Trent and Sue
        join their table and share some laughs.

        Mike half-heartedly looks on.  He is obviously not happy with
        where he stands on the bell-curve of masculinity.

        Mike, looking for any kind of escape, crosses to the bar.

                                                               CUT TO:

   50   INT.  BAR - DRESDEN ROOM - SAME                                  50

        Mike unsuccessfully tries to catch the attention of the
        middle aged BARTENDER.

                             MIKE
                        (to himself)
                   I can't even get this guy to notice me...

        A cute BLONDE sitting at the bar chuckles at his comment.

        Mike is at first self-conscious, then pushes ahead.

                             MIKE
                   You like laughing at the misery of
                   others?

                             BLONDE
                   I'm sorry, I couldn't help it.  Let me
                   make it up to you.

        She raises her finger and the bartender immediately
        approaches.

                             BARTENDER
                   What can I get you?

                             MIKE
                   I'll have a Dewars on the rocks.

        He goes to fix it.

                             MIKE
                   Thanks.

                             BLONDE
                   I've seen you somewhere...Where have I
                   seen you?

                             MIKE
                   You ever go to the Kelbo's?  On Pico?

                             BLONDE
                   ... maybe...

                             MIKE
                   ... Monday nights?  I host an open
                   mike...

                             BLONDE
                   You're a comedian?

                             MIKE
                   Yeah.

                             BLONDE
                   What's that like?

                             MIKE
                        (trying to bluff, not an ounce
                        of sarcasm)
                   Well, you know, it's tough.  A lot of
                   traveling.  A lot of hotels... but, you
                   know, it's a dream... and the money's
                   really good.  I think I might buy another
                   really expensive imported car after my
                   next gig in Vegas...

                             BLONDE
                        (politely interrupting)
                   I know!  Starbucks!  I served you an
                   espresso at Starbucks.

                             MIKE
                   Are you sure?  Maybe...

                             BLONDE
                   Yes!  Remember?  You asked me for an
                   application?  I introduced you to the
                   manager?

                             MIKE
                        (trying to pull out of the
                        dive)
                   Oh, yeah...  Boy, that must've been a
                   while ago.
                             BLONDE
                   I'd say about two weeks.

                             MIKE
                   Probably a little longer than that, but,
                   whatever.

                             BLONDE
                        (smiling at him)
                   You better pay the man.

        Mike notices the bartender, who has been waiting patiently
        with the drink.

                             MIKE
                        (fumbling with the money)
                   Oh...  Sorry.

        She chuckles.  He pays and throws down a two-dollar tip
        apologetically.

                             MIKE
                        (tactical retreat)
                   Well, thank you...?

                             BLONDE
                   Nikki.

                             MIKE
                   Thank you, Nikki.

        He walks away kicking himself.  He is interrupted by Trent
        and Sue, who both hold up cocktail napkins with scribbles.

                             TRENT
                   We got the digits, baby.

                             MIKE
                   What a surprise.

                             TRENT
                   What's wrong?  I saw you talking to that
                   beautiful blonde baby.

                             SUE
                   She was cute.

                             MIKE
                   She didn't like me... I made a fool of
                   myself...

                             TRENT
                   Baby, don't talk that way, baby...

                             SUE
                   You are so money, and you don't even know
                   it...

                             TRENT
                   That's what I keep trying to tell him.
                        (to Mike)
                   You're so money, you don't even know...

                             MIKE
                   Please, don't mess with me right now...

                             TRENT
                   We're not messing with you...

                             SUE
                   ... we're not...

                             TRENT
                   You're like this big beer with claws and
                   fangs...

                             SUE
                   ... and big fuckin' teeth...

                             TRENT
                   ... and teeth... And she's like this
                   little bunny cowering in the corner...

                             SUE
                   ...shivering...

                             TRENT
                   ... And you're just looking at your claws
                   like "How do I kill this bunny?"...

                             SUE
                   ...You're just poking at it...

                             TRENT
                   ... Yeah.  You're just gently batting it
                   around... and the rabbit's all scared...

                             SUE
                   ... and you got big claws and fangs...

                             TRENT
                   ... and fangs... and you're like "I don't
                   know what to do.  How do I kill this
                   bunny?"...

                             SUE
                   ... you're like a big bear.

        Beat.  Mike smiles.

                             MIKE
                   You're not just, like, fucking with me?

                             TRENT
                   No, baby!

                             SUE
                   ... honestly...

                             TRENT
                   ... you're money...

                             SUE
                   ... you're so fuckin mmmoney.

                             TRENT
                   Now go over there and get those digits.

                             SUE
                   You're money.

                             TRENT
                        (pulling him aside, dead
                        serious)
                   Now when you talk to her, I don't want
                   you to be the guy in the PG-13 movie that
                   everyone's pulling for.  I want you to be
                   the guy in the rated R movie who you're
                   not sure if you like.

        Mike nods and, energized by the bombardment, crosses back to
        the bar and right into the fray.

        Trent and Sue rejoin the other swingers.

        Swinger's P.O.V. of Mike decisively engaging her in
        conversation.

        She laughs.

        Out comes the pen and the cocktail napkin.  Bingo.

        Mike crosses back to the swingers' table and, using his body
        to shield Nikki's view, pretends to rip the napkin.  This
        breaks the guys up.

        Mike sits down and, after admiring the blotchy numerals,
        delicately folds the napkin and pockets it.

                             TRENT
                   See, baby.  It's not that hard.

                             CHARLES
                   818?

                             MIKE
                   310.

        Everyone reacts favorably to this area code.

                             MIKE
                   How long do I wait to call?

                             TRENT
                   A day.

                             MIKE
                   Tomorrow?

                             TRENT
                   No...

                             SUE
                   ... Tomorrow, then a day.

                             TRENT
                   ... Yeah.

                             MIKE
                   So, two days?

                             TRENT
                   Yeah.  I guess you could call it that.

                             SUE
                   Definitely.  Two days.  That's the
                   industry standard...

                             TRENT
                        (to Sue. shop talk)
                   ... I used to wait two days.  Now
                   everyone waits two days.  Three days is
                   kinda money now, don't you think?

                             SUE
                   ... Yeah.  But two's enough not to look
                   anxious...

                             TRENT
                   Yeah, but three days is kinda the
                   money...

                             MIKE
                        (interrupting sarcastically)
                   Why don't I just wait three weeks and
                   tell her I was cleaning out my wallet and
                   found her number...

                             CHARLES
                   ... then ask where you met her...

                             MIKE
                   Yeah, I'll tell her I don't remember and
                   then I'll ask what she looks like.
                        (pause)
                   Then I'll ask if we fucked.  How's that,
                   Tee?  Is that "the money"?

        The guys laugh.

                             TRENT
                   Laugh all you want, but if you call to
                   soon you can scare off a nice baby who's
                   ready to party.

                             SUE
                   Don't listen to him.  You call whenever
                   it feels right to you.

                             MIKE
                   How long are you guys gonna wait to call
                   your honeys?

                             TRENT & SUE
                   Six days.

                                                               CUT TO:

   51   EXT.  THE DRESDEN - PARKING LOT - OUT BACK - NIGHT               51

        The swingers are leaving through the back door.  The doorway
        is congested with another group of guys who are entering.

        A BALD GUY with a goatee brushes by Sue.

                             SUE
                   Watch where you're going, asshole.

                             BALD GUY
                   What'd you say, bitch?

                             SUE
                   I said watch where you're going, bitch!

        That's it.  Now they're squaring off in the empty parking
        lot.

        All the bald guy's boys fall in behind him.  All the swingers
        fall in behind Sue.  The swingers are not happy with Sue at
        all.

        The two cliques contrast each other in every way.

        The bald guys all have facial hair and multiple pierced
        extremities with the odd neck-tattoo thrown in for good
        measure.

        Baggy denim and boots.  Pot leaves and Pumas.  Long, heavy
        key chains.  Vintage 1994 whiteboy faux-gansta.  They do,
        however, look big and mean next to our boys.

        The early sixties style sweater jackets and blazers over
        button down shirts and tapered slacks don't quite have the
        same fear factor, but the boys do look classy.

        The word "bitch" is growled out by the two of them a half
        dozen more times until...

        Sue pulls a PISTOL out of his belt.

        Everyone is SCARED.  Especially the swingers.

                             SUE
                   Now what, bitch?  Now who's the bitch,
                   bitch?

        The bald guys HOLD UP THEIR HANDS and slowly back up to their
        ride.

                             BALD GUY
                   Hey, man.  I'm the bitch.  I'm your
                   bitch, okay?  We're just gonna leave.
                   Okay?  I'm the bitch.  I'm such a bitch,
                   I can't even begin to tell you...

        They jump in the car and SPEED AWAY.

        Sue belts the gun and stands tall like Clint.

                             TRENT
                   What the fuck..?

                             MIKE
                   What an asshole.  Didn't you see "Boys in
                   the Hood"?  Now one of us is gonna get
                   shot.

                             SUE
                   He's a bitch.  He ain't gonna do nothing.

                             MIKE
                   You asshole.

                             TRENT
                   You dick.

                             SUE
                   What'd you want me to do?  Back down?  He
                   called me a bitch.  We kept our rep.

                             CHARLES
                   Fuck rep, I've got a callback tomorrow.

        Charles leaves.

                             ROB
                   Yeah, I gotta be up early tomorrow.

        Rob leaves, shaken up.

                             MIKE
                   You asshole.  Why are you carrying a gun?
                   What?  In case someone steps to you,
                   Snoop Dogg?

                             SUE
                   Hey, man, you're not from here.  You
                   don't know how it is.  I grew up in
                   L.A....

                             TRENT
                   ... Anaheim...

                             SUE
                   ... Whatever.  Things are different here.
                   It's not like New York, Mikey.

                             MIKE
                   Yeah.  Here it's easier to avoid trouble.
                   It's not like you like in Compton where
                   bullets are whizzing by your head every
                   day.  Nobody's mugging you on no subway.
                   In New York the trouble finds you.  Out
                   here you gotta go look for it...

                             SUE
                   ... People get carjacked...

                             TRENT
                   ... Oh, who would jack your fuckin K-car?
                   He's right, Sue.  You don't need no gat.

                             SUE
                   Listen.  Just because I was the only one
                   with the balls to stand up to them...

                             TRENT
                   ... Oh yeah, like "Cypress Hill" was
                   gonna do anything...

                             MIKE
                   You live in such a fantasy world...

                             SUE
                   What about you, Mikey?  At least I got
                   balls.  You're always whining about some
                   bitch who dumped you a year ago...

                             MIKE
                   ... It was six months, and she didn't
                   dump...

                             SUE
                   ... Whatever.  You're like a whining
                   little woman.  Big deal.  You got a
                   fuckin' number.  Whoopee!  You'll fuck it
                   up...

                             TRENT
                   ... Sue...

                             SUE
                   Have you gotten laid once since you moved
                   here?  Did you fuck once?

                             TRENT
                   ... Shut up, Sue...

                             SUE
                   I know for a fact you haven't, because
                   you never shut up about it.  Your like a
                   little whiney bitch...

                             TRENT
                   Sue!

                             MIKE
                   No, Trent.  He's right.

        Mike walks to his car.

                             TRENT
                   Mikey!

        It's too late.  He's leaving.

        Sue starts to open his mouth.

                             TRENT
                   Don't even talk to me.
                        (pause)
                   You asshole.

                                                               CUT TO:

   52   INT.  MIKE'S APARTMENT - LATER THAT NIGHT                        52

        Mike opens the door and flicks on the lights in his sparsely
        furnished single.

        He drops his keys on the table and makes a bee line to the
        answering machine.

        He pushes the button.

                             ANSWERING MACHINE
                        (synthesized voice)
                   She didn't call.

        Mike collapses into his futon and lights a smoke.

        Beat.

        He pulls out the COCKTAIL NAPKIN.  He stares at the number.

        He looks at the clock.  2:20 AM.

        He looks at the napkin.

        He thinks better of it, and puts the napkin away.

        Beat.

        He takes out the napkin and picks up the phone.

                             ANSWERING MACHINE
                        (synthesized voice)
                   Don't do it, Mike.

                             MIKE
                   Shut up.

        He dials.

        It rings twice, then...

                             NIKKI
                        (recorded)
                   Hi.  This is Nikki.  Leave a message.
                        (beep)

                             MIKE
                   Hi, Nikki.  This is Mike.  I met you
                   tonight at the Dresden.  I, uh, just
                   called to say I, uh, I'm really glad we
                   met and you should give me a call.  So
                   call me tomorrow, or , like, in two days,
                   whatever.  My number is 213-555-4679...
                        (beep)

        Mike hangs up.

        Beat.

        He dials again.

                             NIKKI
                        (recorded)
                   Hi.  This is Nikki.  Leave a message.
                        (beep)

                             MIKE
                   Hi, Nikki.  This is Mike, again.  I just
                   called because it sounded like your
                   machine might've cut me off before I gave
                   you my number, and also to say sorry for
                   calling so late, but you were still there
                   when I left the Dresden, so I knew I'd
                   get your machine.  Anyway, my number
                   is...
                        (beep)

        Mike calls back right away.

                             NIKKI
                        (recorded)
                   Hi.  This is Nikki.  Leave a message.
                        (beep)

                             MIKE
                   213-555-4679.  That's all.  I just wanted
                   to leave my number.  I don't want you to
                   think I'm weird, or desperate or
                   something...
                        (he regrets saying it
                        immediately)
                   ... I mean, you know, we should just
                   hang out.  That's it.  No expectations.
                   Just, you know,  hang out.  Bye.
                        (beep)

        He hangs up.

        Beat.

        He dials.

                             NIKKI
                        (recorded)
                   Hi.  This is Nikki. Leaves a message.
                        (beep)

                             MIKE
                   I just got out of a six-year
                   relationship.  Okay?  That should help to
                   explain why I'm acting so weird.  It's
                   not you.  It's me.  I just wanted to say
                   that.  Sorry.
                        (pause)
                   This is Mike.
                        (beep)

        He dials again.  There's no turning back.

                             NIKKI
                        (recorded)
                   Hi.  This is Nikki.  Leave a message.
                        (beep)

                             MIKE
                   Hi, Nikki.  This is Mike again. Could you
                   just call me when you get in?  I'll be up
                   for awhile, and I'd just rather talk to
                   you in person instead of trying to
                   squeeze it all...
                        (beep)

        He dials yet again.

                             NIKKI
                        (recorded)
                   Hi.  This is Nikki.  Leave a message.
                        (beep)

                             MIKE
                   Hi, Nikki.  Mike.  I don't think this is
                   working out.  I think you're great, but
                   maybe we should just take some time off
                   from each other.  It's not you, really.
                   It's me.  It's only been six months...

                             NIKKI
                        (Live, in person.  she picks
                        up the line)
                   Mike?

                             MIKE
                   Nikki!  Great!  Did you just walk in, or
                   were you listening all along?

                             NIKKI
                        (calmly)
                   Don't call me ever again.

                             MIKE
                   Wow, I guess you were home...
                        (click)

        She hung up on him.

        He's frozen.

        He hangs up.

        Beat.

        He pulls the comforter off the futon and curls up in the
        corner of the room.

                                                     LONG DISSOLVE TO:

        MONTAGE FLASHBACK:

        The following sequence is m.o.s. over Billie Holiday's "Maybe
        You'll Be There."

   53   INT.  COLLEGE CLASSROOM - QUEENS COLLEGE - DAY                   53

        YOUNGER MIKE catches his first glimpse of MICHELLE.  She
        doesn't see him looking at her.  She is paying attention to
        the lesson.

                                                          DISSOLVE TO:

   54   INT.  STUDY HALL - QUEENS COLLEGE - DAY                          54

        Mike approaches Michelle for the FIRST TIME.  She looks
        beautiful when she looks up at him for the first time.

                                                          DISSOLVE TO:

   55   EXT.  FLUSHING MEADOW PARK - SPRING AFTERNOON                    55

        They're having a PICNIC with white wine, Cheese, prosciutto,
        and French bread.  Mike plays a ukulele.

                                                          DISSOLVE TO:

   56   EXT.  SHEA STADIUM - QUEENS - ESTABLISHING SHOT - DAY            56

                                                               CUT TO:

   57   INT.  SHEA STADIUM STANDS - SAME                                 57

        Mike and Michelle sit with a lap full of food.  They are
        laughing about something.  Mike leans in for his first deep,
        passionate KISS.  The crowd jumps up to cheer a Daryl
        Strawberry home run which the lovers don't notice.  They stay
        seated, kissing, and are lost to the CAMERA in the crowd.

                                                          DISSOLVE TO:

   58   INT.  MIKE'S BEDROOM - NEW YORK APARTMENT - NIGHT                58

        Their first sexual experience.  Mike is obviously nervous as
        he lies undressed under the covers.  He sporadically adjusts
        his hair and strikes poses as he waits for Michelle to come
        out of the bathroom.  This is INTERCUT with shots of the
        closed bathroom door.

                                                          DISSOLVE TO:

   59   EXT.  NEW YORK CITY STREET - IN FRONT OF "RADIO CITY" - NIGHT    59

        Mike and Michelle are Christmas shopping in the snow.  It's
        like a story book.

        A newspaper, barely noticeable on stand in b.g., reads "VITO
        CORLEONE FEARED MURDERED"

                                                          DISSOLVE TO:

   60   INT.  MIKE'S APARTMENT - NEW YORK - NIGHT                        60

        Mike and Michelle lethargically lay across the couch.  They
        half-heartedly watch a rented video as they shovel Chinese
        take-out into their bloating faces.

                                                          DISSOLVE TO:

   61   INT.  LA GUARDIA AIRPORT - DAY                                   61

        Mike and Michelle say good bye.  They hug and cry.  He boards
        a plane for L.A..

                                                              FADE TO:

   62   INT.  MIKE'S APARTMENT - DAY                                     62

        SHOT of answering machine.

                             ANSWERING MACHINE
                        (Trent's voice)
                   ... Pick up....  Pick up, Mikey... Are
                   you home?

        He is.

        He is sitting in the same corner, smoking, with a two day
        beard.  He is surrounded by full ashtrays and empty Tropicana
        containers.  Billie Holiday's "Maybe you'll Be There" draws
        to a close on the C.D. player.

                             ANSWERING MACHINE
                        (Trent's voice)
                   ...  I guess you're not home.  Why don't
                   you come out tonight, baby.  We haven't
                   seen you for two days.  We're gonna play
                   hockey at Sue's house til ten thirty then
                   we're either going to the Lava Lounge for
                   Sinatra night, or the Derby for the Royal
                   Crown.  We might also check out Swing
                   Night at the Viper.  If we're not there
                   we'll be at the Three of Clubs.  So come
                   meet up with us.  We'll see you there,
                   gorgeous.
                        (beep)

                                                          DISSOLVE TO:

   63   INT.  MIKE'S APARTMENT - NIGHT                                   63

        He hasn't moved.

        The PHONE RINGS.

        He looks to the answering machine hopefully as it picks up
        after one ring.

                             ANSWERING MACHINE
                        (Rob's voice)
                   Mikey...?  It's Rob.  Pick up, buddy.

        His shoulders slack with DISAPPOINTMENT.  It's not Her.

                             ANSWERING MACHINE
                        (Rob's voice)
                   ...  I'm downstairs.  Buzz me in.  I know
                   you're home.  Your lights are on and your
                   car's here.  Come on, buddy.  Open up...

        Mike picks up the phone, pushes "9", and hangs up.

        He lights a cigarette.

        A knock at the door.

        Mike opens it, and Rob walks in with a brown bag.

        He surveys the scene.  He's seen this before.  He moves some
        laundry off an armchair and sits down.

        He pulls a pepperoni and a loaf of seminola out of the bag.

        He hands Mike a pint of orange juice.

                             MIKE
                   Thanks, man.

                             ROB
                   No problem, buddy.  You eat anything
                   today?

        Mike shakes his head, "no".

                             ROB
                   Yesterday?

        Mike shakes his head again.

                             ROB
                   You haven't been drinking, have you?

                             MIKE
                   No.  Just O.J.

        Rob cuts into the pepperoni with his Swiss army knife.  Mike
        drinks his juice.

                             MIKE
                   Sorry about what happened at the Dresden.
                   I had no idea...

                             ROB
                   Don't sweat it.  Now I got an L.A. gun
                   story.  You should hear the way I tell to
                   the guys back home.  He had an Uzi.

        Mike half-smiles.

        Beat.

                             ROB
                   You want to talk about it?

                             MIKE
                   What's the point?

                             ROB
                   It's been two days.  You should call that
                   girl Nikki...

        Mike grabs his head in pain.

                             MIKE
                   Uuuuugh!

                             ROB
                   Oh boy.

                             MIKE
                   I'm such an asshole.

                             ROB
                   She wasn't your type anyway.

        Beat.

                             MIKE
                   I think I'm gonna move Back East.

                             ROB
                   Well, that's dumb.

                             MIKE
                   What's dumb about it?

                             ROB
                   Well, you're doing so well...

                             MIKE
                   How am I doing well?  I host an open mike
                   and I played a fuckin' bus driver in a
                   movie.  Big fuckin' deal.  I'm with an
                   agency that specializes in fuckin
                   magicians.  How good am I doing?

                             ROB
                   At least you didn't get turned down for
                   Goofy...

                             MIKE
                   They turned you down?

                             ROB
                   They went for someone with more theme
                   park experience.  I woulda killed for
                   that job.

        Mike lets it sink in.

                             ROB
                   See, it's all how you look at it.  If
                   your life sucks, then mine is God awful.
                   I mean, I moved out here partially
                   because I saw how well you were doing.
                   You got in the union, you got an agent.
                   I thought if you could make it, maybe I
                   could too...

                             MIKE
                   I didn't make it...

                             ROB
                   That's your problem, man.  You can't see
                   what you've got, only what you've lost.
                   Those guys are right.  You are "money".

        Mike smiles, then...

                             MIKE
                        (starting to cry)
                   Then why won't she call...?

                             ROB
                   Because you left, man.  She's got her own
                   world to deal with in New York.  She was
                   a sweet girl but fuck her.  You gotta
                   move on.  You gotta let go of the past.
                   The future is so beautiful.  Every day is
                   so sunny out here.  It's like Manifest
                   Destiny man.  I mean, we made it.  What's
                   past is prologue.  That which does not
                   kill us makes us stronger.  All that
                   shit.  You'll get over it.

                             MIKE
                   How did you get over it?  I mean how long
                   'til it stopped hurting?

                             ROB
                   Sometimes is still hurts.  You know how
                   it is, man.  I mean, each day you think
                   about it less and less.  And then one day
                   you wake up and you don't think of it at
                   all, and you almost miss that feeling.
                   It's kinda weird.  You miss the pain
                   because it was part of your life for so
                   long.  And the, boom, something reminds
                   you of her, and you just smile that
                   bittersweet smile.

        We see that Mike has been GNAWING AWAY at Rob's pepperoni and
        semolina as he listens intently.

                             MIKE
                   You miss the pain?

                             ROB
                   ... for the same reason you miss her.
                   You lived with it so long.

                             MIKE
                   Wow.
                        (finishing the loaf)
                   You wanna grab a bite?

                             ROB
                        (smiling)
                   Sure.

        He helps Mike up.

                             ROB
                   By the way, the guys back home said she
                   put on some weight.

                             MIKE
                        (smiling)
                   You always know the right thing to say.

                                                               CUT TO:

   64   INT.  SUE'S APARTMENT - OUTSIDE THE DOOR - NIGHT                 64

        Trent opens the door.  He sees Mike standing there dressed
        for trouble.  His face lights up.

                             TRENT
                   Mikey!  Guys, Mikey's here!

                             GUYS (O.S.)
                        (from the living room)
                   Mikey!

        Mike HEARS the sound of a hotly contested SEGA MATCH.

                             SUE (O.S.)
                   Bitch!  You little bitch!

        The CAMERA follows Mike and Trent into the...

   65   INT.  LIVING ROOM - SUE'S APARTMENT - NIGHT                      65

        Mike's JAW DROPS when he sees that Sue has been playing
        hockey against the BALD GUY from the Dresden.

                             BALD GUY
                   Bitch!  You bitch!

        The room is filled with the BALD GUY'S CREW.  They greet Mike
        as they take hits off their forty ouncers.

                             SUE
                   Trent.  Take over.

        They do a high-speed "controller handoff."

        Sue crosses to Mike.

                             SUE
                   I'm so sorry, man.  You were so right.
                   I got rid of the gun

                             MIKE
                   What are they doing here?

                             SUE
                   We ran into them that night at Roscoe's.
                   Tee cleared it up, I apologized, bought
                   them some chicken and waffles.  They
                   fuckin love Tee.  That boy can talk.

        All the baldies howl and slap hands at something funny Tee
        said.
                             SUE
                   But most important, man, I'm sorry about
                   what I said.  I was drunk...  My
                   adrenaline was going...

                             MIKE
                   Don't sweat it, man.  I needed a kick in
                   the ass.  We're better friends for it.

                             SUE
                   Thanks, man.
                        (they hug)
                   I've been hating myself for the last two
                   days.

                             MIKE
                   Believe me, I know what that's like.
                        (then to Trent)
                   Yo, Double Down!  What time are we
                   leaving?

                             TRENT
                   Five minutes, baby.  Hey, it's been two
                   days.  You should call Nikki and see if
                   she wants to meet you there.

                                                               CUT TO:

   66   EXT.  "THE DERBY" - HOLLYWOOD NIGHTCLUB - NIGHT                  66

        The THREE SWINGERS are waved pass the line by the doorman in
        a Scorsese-style STEADICAM SHOT which continues up the stairs
        and through a curtained doorway into...

   67   INT.  "THE DERBY" - HOLLYWOOD NIGHTCLUB - NIGHT                  67

        They enter the domed decco lounge and the full house parts
        for them and greets them in perfect Scorsese choreography.

        They pass the billiard table and the circular brass rail bar.

        The six piece swing band decked out in zoot suits wail on
        stage as the crowded dance floor whirls.

        The swingers eventually settle into a dark curtained-off
        onstage booth.

        Sue thrusts a scotch into Mike's hand.

   68   INT.  "THE DERBY" - MOTAGE - NIGHT                               68

        Montage of smoking, drinking, and carousing.

        The parquet floor is packed with swinging hepsters dressed in
        Hollywood's take on forties threads.  The dancing is full-
        blown overcrowded slam swing.  The floor is full, and
        everyone is damn good.  This definitely aint amateur night.

   69   INT.  BAR AREA - THE DERBY - NIGHT                               69

        Mike steps up to the bar to refill his drink.  He sees a
        BRUNETTE sitting at the bar.

        She's cute.

        Real cute.

        She glows.

        There's something fresh about her.  She's dressed nice, but
        different.  She definitely is not a regular.

        She throws Mike a half-smile, then looks away.

        He looks away.

        Should he?

        He shakes his head to himself.  No.

        Beat.

        He looks over at her again.

        Mike's P.O.V. of a WHITE BUNNY sitting on the bar stool.

        He smiles, shrugs, and CROSSES TO HER.

        When he gets to her she has reverted back to human form.

                             MIKE
                   Hi.

                             BRUNETTE
                   Hi.

                             MIKE
                   I'm Mike.

                             BRUNETTE
                   Hi, Mike.  I'm Lorraine.

                             MIKE
                   Like the quiche?

                             BRUNETTE
                        (smiles)
                   Yes.  Like the quiche.

                             MIKE
                   I like quiche.

                             BRUNETTE
                   I thought real men don't like quiche.

                             MIKE
                   My reputation seems to have preceded me.

                             BRUNETTE
                   Why?  You're not a real man?

                             MIKE
                   Not lately.

                                                         MATCH CUT TO:

        Trent points the conversation out to Sue from across the
        room.

        Trent and Sue's P.O.V. of Mike and Lorraine having an
        unforced, enjoyable conversation.

                             TRENT
                   It's on...

                             SUE
                   ... it's on.

                                                         MATCH CUT TO:

        BACK IN THE TRENCHES:

                             BRUNETTE
                   ... so I thought, what the hell, they
                   make movies in L.A., not in Michigan, so
                   I moved here.

                             MIKE
                   Just like that?

                             BRUNETTE
                   Well, it wasn't the simple, but yeah.

                             MIKE
                   How was it hard?

                             BRUNETTE
                   Well, I left someone very special behind.

                             MIKE
                   Tell me about it...

                             BRUNETTE
                   You too?

                             MIKE
                   Yeah.

                             BRUNETTE
                        (lights up)
                   I thought I was going to die.

                             MIKE
                   It's been six months and I'm just
                   starting to get over it.

                             BRUNETTE
                   Oh, God.  That's two more than me.  Tell
                   me it gets better.

                             MIKE
                        (smiles)
                   It does.

                             BRUNETTE
                   How?

                             MIKE
                   Well, it still sucks, but you start to
                   see that there are advantages to being
                   single.

                             BRUNETTE
                        (coyly)
                   Like what?

                             MIKE
                   What what?  What advantages?

                             LORRAINE
                   You said there are advantages to being
                   single.  I want to know what the
                   advantages are.

                             MIKE
                        (playing along)
                   Well... You can talk to a beautiful woman
                   at a bar without worrying if anyone's
                   watching you.

                                                               CUT TO:

        Trent and Sue are watching from across the room.

                             TRENT
                   It's on.

                             SUE
                   ...  it's definitely on.

                                                              BACK TO:
                             BRUNETTE
                   What else?

                             MIKE
                   What else...?  Let's see...  You have
                   complete freedom.

                             BRUNETTE
                   To do what?

                             MIKE
                   I don't know.... To grow, to go out.
                   Whatever you want.

                             BRUNETTE
                   Anything?

                             MIKE
                   Anything.

                             BRUNETTE
                   Like if I meet a handsome young man and
                   I wanted to ask him to dance?  I can do
                   that?

                             MIKE
                   Uh, if the guy wants to.

                             BRUNETTE
                   You don't think the guy would find me
                   attractive enough to dance with?

                             MIKE
                   Yes.  I mean, no.  I mean, maybe he would
                   find her, I mean you attractive.  Maybe
                   he doesn't like to dance.  Maybe all he
                   likes to do is just stand around and
                   drink and smoke and look cool with his
                   buddies who don't dance either...

                             BRUNETTE
                   Maybe it doesn't matter if he's a good
                   dancer cause it's a slow song, if that's
                   what he's afraid of.

                             MIKE
                        (smirk)
                   No... Maybe that's not the case.  Maybe
                   she shouldn't be such a smug little shit
                   because she'd be surprised at what a good
                   dancer he really is, but it's been a long
                   time and he doesn't know if he's ready
                   to...

                             BRUNETTE
                   Mike...

        She gets up.  She's beautiful.  She is beautiful.

                             BRUNETTE
                   ... Will you dance with me?

        She's in great shape,  and look how classy her vintage dress
        looks.  A vision from the forties.  She's too good for this
        place.  She belongs on the nose of a B-52.  What can he say,
        but...

                             MIKE
                   Sure I will.

        He awkwardly leads her to the unusually empty dance floor.
        They START TO DANCE.  It's a slow song and they boringly rock
        back and forth.  Mike is self-conscious, but her touch.  Oh
        her touch.

                                                               CUT TO:
        Trent and Sue watching in disbelief.

                             SUE
                   It is on.

                             TRENT
                   ... it is so on.

                                                              BACK TO:

        The couple's dance is cut short as there were only a few bars
        left of the slow ballad.  Mike smiles politely in relief and
        begins to lead Lorraine off the floor.

        She pulls him back.  He's not getting off that easy.  She
        wants a whole song.  He politely holds her, poised for
        another slow number.  They're alone on the floor.

        Much to Mike's dismay, the song begins with a DRIVING TOM TOM
        SOLO.  This cues every hep cat in the Derby that the big
        one's coming.  They all flood the floor for the last dance of
        the night.

        Mike pleadingly shakes his head at Lorraine.  It's too fast.
        Her eyes narrow as her grip tightens.  No sympathy here.

        The band breaks into the full-tilt swing number and the dance
        floor writhes around them.

        They stand motionless for what seems like an eternity.

        Gut check.  Fuck it.  Sink or swim.

        Mike grabs her like a man grabs a woman.  It's just a simple
        six-count swing step, but they're in perfect harmony.

        Mike and Lorraine look into each others eyes.  It's on, baby.

        As Mike's courage grows, the moves start to flow.  A spin at
        first.  Then a double twirl.  It's not long before he's
        throwing her through combinations that stand out even among
        the pros.

                                                               CUT TO:

        Trent and Sue, mouths agape.

                                                              BACK TO:

        Mike is whipping her smoothly through violent-looking
        combinations without a trace of hesitation, and, boy, can she
        follow.

        The set ends with a flourishing crescendo.  They're frozen in
        a final dip, panting through a glaze of clean sweat.

        Mike and Lorraine smile and look into each other's eyes.  The
        smile slowly disappears.  Will they kiss?

        They're close.

        Really close.

        Lips almost touching.

        Mike tries to muster-up the courage, but it's been so long.

        He can't do it.  He lets her up.

        The floor clears.  Exhausted dancers push past them.  Forget
        it.  The moment's gone.

        What the hell.  They had a great time.  What's the hurry?

                                                          SOFT CUT TO:

   70   EXT. LA BREA AVENUE - OUTSIDE THE DERBY - NIGHT                  70

        Mike is walking Lorraine to her car.  They come upon a parked
        Escort.

                             LORRAINE
                   Well... This is it.

                             MIKE
                   Listen.  I had a great time.

                             LORRAINE
                   Me too.

                             MIKE
                   I would love to see you again sometime.

                             LORRAINE
                   I'll be around.

                             MIKE
                   That's not good enough.  I want to make
                   plans to see you.

                             LORRAINE
                   Let me get a pen out of my car.
                        (opens the door)
                   Do you have something to write on?

        Mike hands her a business card.

                             LORRAINE
                        (looking at it)
                   You're a comedian?

                             MIKE
                   Yeah.  And an actor.

                             LORRAINE
                   I'll have to come see you sometime.

                             MIKE
                   If and when I get a real gig I'll call
                   you.

                             LORRAINE
                   It's not going to well?

                             MIKE
                   When I lived in New York they made it
                   sound like they were giving out sit-coms
                   to stand-ups at the airport.  I got off
                   the plane in L.A. six months ago and all
                   I got to show for it is a tan.

                             LORRAINE
                   Didn't you tell me to be patient with my
                   career?

                             MIKE
                   ... Yeah, but entertainment law isn't
                   something you just jump into...

                             LORRAINE
                   Neither is acting.  Not if you're serious
                   about it.
                        (She writes her number on the
                        card.)
                   Can I have one of these?

                             MIKE
                   Why, you like the duck with the cigar?
                        (hands her a card)

                             LORRAINE
                   Yeah.  Nice touch.  It's the logo from
                   "You Bet Your Life", right?

                             MIKE
                   Good eye.  Not one club owner got it.
                   They all ask me why I got Donald Duck on
                   my card.

                             LORRAINE
                   Hey, at least it's not Goofy.

        Beat.

                             LORRAINE
                   Well, I should be getting...

                             MIKE
                   ... It's really getting late.

                             LORRAINE
                   ... home.  It's getting late.  Yeah.

        Beat.

                             LORRAINE
                   Can I give you a ride to your car...?

                             MIKE
                   ... Nah.  I'm right across the street...

                             LORRAINE
                   ... Which one...?

                             MIKE
                   ... The red piece of shit over there...

                             LORRAINE
                   ... well, it suits you...

                             MIKE
                   ... get the hell outta here already...

        Mike leans in and slowly gives her the sweetest, softest,
        most innocent kiss.

        He backs up.  She's got that goofy look as she unlocks her
        club and starts the car.

                             LORRAINE
                   Bye.

        She drives off.

        He watches her go.

                                                          DISSOLVE TO:

   71   EXT. SUNSET BOULEVARD - NIGHT                                    71

        Mike is driving Trent and Sue home in his car.

                                                               CUT TO:

   72   INT.  MIKE'S CAR - SUNSET BOULEVARD - SAME NIGHT                 72

                             TRENT
                   You were off your ass back there!  Where
                   the hell did you learn to do all that
                   twirly whirly shit?

                             MIKE
                   I took a ballroom class with Michelle.
                   I never danced with anyone but her, til
                   tonight.  That Lorraine chick is good.

                             TRENT
                   You were good.  Did you see how she was
                   vibing you?

                             SUE
                   Sorry man.

                             TRENT
                   Yeah.  You probably coulda hit that
                   tonight if you didn't have to drive us
                   home.

                             SUE
                   ... Definitely...

                             MIKE
                   It's not like that...

                             TRENT
                   Don't give me that!  She liked you, man.

                             MIKE
                   I know she liked me.  I mean, it's not
                   like I wanted to do anything with her
                   tonight.

                             SUE
                   Good for you, man.  He's being smart.

                             MIKE
                   She's really special, guys.

                             TRENT
                   The bear's got his claws back.

                             SUE
                   Be smart about it.

                             TRENT
                   I'm telling you.  Wait three days...

                             SUE
                   You don't have to wait three days...

                             TRENT
                   ... Okay, two...

                             SUE
                   ... just be smart about it.

                             MIKE
                   Guys... Guys... I got it under control.

                             TRENT
                   Oh.  He's got it under control...

                             SUE
                   ... Well, then, I guess we don't have to
                   worry about him anymore.

                             TRENT
                   Our little baby's growing up...

        Trent and sue pretend to cry and hug each other.

        Mike looks at them in the rear view mirror.

        He smirks and shakes his head.

                             MIKE
                   You guys are such assholes.

                                                              BACK TO:

   73   INT.  MIKE'S CAR - SUNSET BOULEVARD - NIGHT                      73

        Trent and Sue scream at the top of their lungs as they cruise
        down Sunset.  Alcohol is a terrible drug.

                                                          DISSOLVE TO:

   74   INT.  MIKE'S APARTMENT - NIGHT                                   74

        Mike is standing in the middle of the room looking at
        LORRAINE'S NUMBER on the back of the BUSINESS CARD.

        He looks at the clock.

        2:45 A.M.

        He looks back at the NUMBER.

        Beat.

        He thinks better of it.  He wedges it into a crack in the
        answering machine and unbuttons his shirt for bed...

                             ANSWERING MACHINE
                        (synthesized voice)
                   Good move.

        Mike smirks.

                                                              FADE TO:

   75   INT.  MIKE'S APARTMENT - THE NEXT MORNING                        75

        Mike wakes up and rolls out of bed.

        He walks to the phone and pulls the CARD out of the crack.

        He looks at the clock.

        12:10 PM.

        He sticks it back in the crack.

        He makes an "x" on a day of his calendar.

                                                               CUT TO:

   76   INT.  MIKE'S BATHROOM - MIKE'S APARTMENT - DAY                   76

        Mike brushes his teeth.

        He looks at the card clipped into the frame of the bathroom
        mirror.

        He turns the faucet, allowing exactly ONE DROP of his
        precious Los Angeles water supply to drip onto his
        toothbrush.

        He resumes brushing.

                                                               CUT TO:

   77   EXT.  "BOURGEOIS PIG" COFFEEHOUSE - LATE AFTERNOON               77

        Mike sips espresso as he stares at the CARD.

                                                          DISSOLVE TO:

   78   INT.  MIKE'S APARTMENT - NIGHT                                   78

        Mike is playing solitaire with the CARD laying above all the
        playing cards.

        The PHONE RINGS.

        Mike rushes to get it, then forces himself to wait another
        ring and a half exactly.

                             MIKE
                   Hello?

                             FEMALE VOICE
                   Hi Michael.

                             MIKE
                   Michelle?

                             MICHELLE
                   How's it going?  It's been a while...

                             MIKE
                   ... Six months.

                             MICHELLE
                   How are you doing?

                             MIKE
                   Fine... I guess.  You?

                             MICHELLE
                   Good.
                        (pause)
                   I think about things.

                             MIKE
                   Yeah?

                             MICHELLE
                   Yeah.

                             MIKE
                   What kind of things?

                             MICHELLE
                   You know, us.

                             MIKE
                   I thought you met someone else.

                             MICHELLE
                   It doesn't matter.  I think about you
                   every day.

                             MIKE
                   Really?

                             MICHELLE
                   I miss you, Mike.

                             MIKE
                   Why didn't you call?

                             MICHELLE
                   I couldn't.  Do you know how hard it's
                   been not to call you?  I pick up the
                   phone every night.  Whenever that
                   commercial comes on...

                             MIKE
                   ... the Micheline commercial...

                             MICHELLE
                   ... Yeah, with the baby in the tire.  One
                   time I started to cry right in front of
                   Pierre...

                             MIKE
                   Pierre... That's his name?  Pierre?  Is
                   he French?

                             MICHELLE
                   No, he's not... Listen I don't want to
                   talk about him.  That's a whole other
                   headache.  I called because I heard you
                   might be moving back to Queens...

        The BEEP of Mike's CALL WAITING.

                             MIKE
                   Hang on.  Let me get rid of this call.

        He clicks to the OTHER LINE.

                             MIKE
                   Hello?

                             LORRAINE
                   Hi, Mike?

                             MIKE
                   Lorraine?

                             LORRAINE
                   Are you on the other line?

                             MIKE
                   Yeah, hold on.



                             LORRAINE
                   I can call back...

                             MIKE
                   No, no.  Hold on.

        He clicks back to the OTHER LINE.

                             MIKE
                   Hi.

                             MICHELLE
                   I heard you might be moving back...

                             MIKE
                   Yeah, uh, I don't think that's gonna be
                   happening any time soon...  Listen, can
                   I call you right back?  I gotta take this
                   call...

                             MICHELLE
                   I'm not home and going out of town
                   tomorrow for a week.  Can't you talk for
                   five more minutes?

                             MIKE
                   I really want to catch up with you, but
                   I've gotta take this call.  They're
                   holding.  I'll talk with you when you get
                   back in town.  Bye.

                             MICHELLE
                   Goodbye.  I lov.....(click)

        Mike SWITCHES LINES, cutting Michelle off mid-sentence.

                             MIKE
                   Hi.  Sorry about that.

                             LORRAINE
                   You didn't have to get off the other
                   line.  I would've called you back.

                             MIKE
                   That's okay.  I wanted to talk to you.

        Mike holds his palm over the receiver and looks at the
        answering machine.

        Beat.

                             MIKE
                        (to answering machine)
                   Do you realize that I've been waiting for
                   that call for six months and I cut her
                   off?

                             ANSWERING MACHINE
                        (synthesized voice)
                   You're money, baby.

        Mike smiles.

        Back to Lorraine.

        MEDIUM SHOT of Mike through his window as he looks down onto
        Franklin avenue and talks on the phone.

                             MIKE
                   Hi, Lorraine.  Thanks for holding on.

                             LORRAINE
                   Listen, Mike.  You really didn't have to
                   get off the line.  I just wanted to ask
                   you one thing.  I know I shouldn't have
                   called, I mean, my friends said I should
                   wait two days... Oh God, I probably sound
                   like such a schoolgirl... It's just that
                   it's tonight only... I mean, it's
                   Sinatra's birthday and they have this
                   thing every year at "The Room".  Do you
                   know where that is?  It's impossible to
                   find if you've never been there.  I don't
                   understand why none of the clubs in
                   Hollywood have signs.  Anyway, I'm so bad
                   at this, if you're not busy I thought you
                   might...

        Mike smiles as the CAMERA PULLS BACK from the window and
        backwards down Franklin Avenue in a reverse of the first shot
        of the movie.  The soundtrack kicks in with Sinatra's "Here's
        To The Losers"....

                             FRANK
                   Here's to those who love not too wisely,
                   no, not too wisely, but too well...
                   To the girl who sighs with envy when she
                   hears that wedding bell...
                   To the guy who'd throw a party if he knew
                   someone to call...
                   Here's to the losers... Bless them all...


        ...We rise and pass the glowing Hollywood sign. It's still a
        full moon...

                             FRANK
                   Here's to those who drink their dinners
                   when that lady doesn't show...
                   To the girls who wait for kisses
                   underneath that mistletoe...
                   To the lonely summer lovers when the
                   leaves begin to fall...
                   Here's to the losers... Bless them all...

        .... Past the blinking red beacon of the Capital Records
        building...

                             FRANK
                   Hey Tom, Dick and Harry...
                   Come in out of the rain...
                   Those torches you carry...
                   Must be drowned in champagne...

        ... Up and over Hollywood Boulevard.  High above the city...

                             FRANK
                   Here's the last toast of the evening...
                   Here's to those who still believe...
                   All the losers will be winners...
                   All the givers shall receive...
                   Here's to trouble-free tomorrows...
                   May your sorrows all be small...
                   Here's to the losers... Bless them all.

        ... It's all just a pool of beautiful golden light.

                                                        FADE TO BLACK.



Swingers



Writers :   Jon Favreau
Genres :   Comedy  Drama


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