AMERICAN BEAUTY by Alan Ball FOR EDUCATIONAL PURPOSES ONLY
     
     FADE IN:

     INT. JAIL CELL - DAY

     EXTREME CLOSE-UP on a DROP OF WATER, gathering at the tip OF
     a faucet, a FLASH OF LIGHT refracting through it just before 
     it FALLS.......

     PULLING BACK slowly, we see ANOTHER DROP OF WATER gather and
     FALL... and then ANOTHER... into a METAL SINK BASIN filled 
     with water, rippling in concentric circles with each DROP, 
     which we HEAR in a steady rhythm: DRIP... DRIP... DRIP...

                           RICKY (O.C.)
                   (singing in time to the 
                   water dripping)
               I'M FIXING A HOLE... WHERE THE 
               RAIN GETS IN....

     REVERSE ANGLE on the face OF a YOUNG MAN with his hair cut
     short, military-style, watching the dripping water as if 
     hypnotized. We ZOOM slowly toward him...

     This is RICKY FITTS.  He's twenty, but his eyes are much 
     older. Underneath his Zen-like tranquility lurks something 
     wounded... and dangerous. He SINGS softly  to himself:

                           RICKY (cont'd)
               AND STOPS MY MIND FROM 
               WANDERING...

     Through the bars OF his CELL we see RICKY is seated on the
     edge of a solitary cot in a JAIL CELL, staring intently at the 
     metal sink on the wall across from him..

                           RICKY (cont'd)
               WHERE IT WILL GO...

     ON TELEVISION: INT. COURTROOM - DAY

     A sullen TEENAGE GIRL sits at a table in a COURTROOM, 
     surrounded by lawyers. SUPERIMPOSED across the bottom of     
     screen:  TEENAGE GIRL ACCUSED OF HIRING FATHER'S KILLER.  At 
     the lower right corner is the JUSTICE TV logo. In the   upper 
     right corner: LIVE.

     This girl is JANE BURNHAM. Seventeen-years-old, with dark, 
     intense eyes. She stares blankly at the table in front of her.

                           D.A. (O.C.)
               Would you please tell the court 
               how long you and the defendant have 
               been friends?

                           ANGELA (O.C.)
               Uh, we've known each other since 
               like, fifth grade? But we didn't 
               really become friends until this 
               past year?

     Jane looks up, her eyes hostile, at:

     Seated on the witness stand is seventeen-year-old ANGELA
     HAYES. Strikingly beautiful, with perfect, even features, 
     blonde hair, and a nubile young body, she's the archetypal 
     American dream girl. She is being questioned by a DISTRICT 
     ATTORNEY.

                           D.A.
               During that time, did Jane ever 
               say she disliked her father?

     INT. COURTROOM - CONTINUOUS

     We're now in the courtroom, where the JUSTICE TV CAMERAS 
     focus on Angela as the D.A. questions her.

                           ANGELA 
               Yes.

                           D.A.
               Exactly how did she say it?

                           ANGELA (cont'd)
               Uh, she said she hated his guts, 
               and wished he was dead.

                           D.A.
               Did she tell you why?

     Angela hesitates, hot eager to answer this.  Finally:

                           ANGELA (cont'd)
               She said he was just too 
               embarrassing to live, okay?

     ANGELA looks at JANE, who stares at her with absolute hatred.

                           ANGELA (cont'd)
               She said both of her parents were 
               totally embarrassing, but her dad 
               was like, way beyond? And somebody 
               had to take him out. But she said 
               her mom was just pathetic and 
               probably didn't deserve to like, 
               die.

     Elsewhere IN the COURTROOM, a very well-put-together WOMAN OF
     forty stifles a SOB. This is Jane's mother, CAROLYN BURNHAM.

     BACK on the witness stand, ANGELA looks contrite.

                           ANGELA (cont'd)
               I'm sorry, Mrs. Burnham, but she 
               did.

     At her table, JANE buries her face IN her hands.

                           ANGELA (cont'd)
               You did. You said it.

     INT. POLICE STATION - LOBBY - DAY

     A suburban POLICE station. PHONES RINGING, officers with
     clipboards, lowlifes being booked. The usual.

     The front door opens and COLONEL FRANK FITTS enters, carrying
     a MANILA ENVELOPE. He's fifty, quite handsome, his graying 
     hair cut short, military-style. He still moves like the 
     athlete he once was, but his eyes tell us he's not happy, and 
     hasn't been for some time. As he approaches the front desk, 
     the uniformed clerk behind it looks up at him impassively.

                           COLONEL
               I need to speak to Detective 
               Fleishman.

     INT. POLICE STATION - DETECTIVE'S OFFICE - MOMENTS LATER

     DETECTIVE FLEISHMAN, paunchy and constantly exhausted, opens
     the door to his office and motions Colonel Fitts inside.

                           FLEISHMAN
               Colonel Pitts.  How goes it?
                   (off his look)
               Forgive me.  That was a stupid 
               question, after everything you've 
               been through.

     He shows the COLONEL to a chair, then sits behind his desk.

                           FLEISHMAN (cont'd)
               So what can I do for you?

     The COLONEL sighs, looking at the MANILA ENVELOPE He holds.

                           COLONEL
               I found something. I think you 
               should take a look at it.

                           FLEISHMAN
               Okay.

     But the COLONEL just sits there, holding the envelope.

                           COLONEL
               I don't want to do this.
                   (fighting back tears)
               But I was taught a little thing 
               called duty. Something I wasn't 
               able to teach my own son...

     He breaks down. FLEISHMAN crosses to him and places his hand
     on his shoulder. The Colonel shrugs it off, violently.

                           COLONEL (cont'd)
               No.

     Respectfully, FLEISHMAN steps back. the COLONEL pulls himself
     together and hands over the envelope, without looking up. 
     Fleishman studies the envelope as he walks back to his desk, 
     then opens it and takes out an unmarked HI-8 VIDEOCASSETTE. He 
     looks at the Colonel quizzically.

     INT. JAIL CELL - DAY

     RICKY sits motionless, still focused on the DRIPPING water.

                           RICKY
                   (singing softly)
               I'M FILLING THE CRACKS THAT RAN 
               THROUGH THE DOOR...

     ON TELEVISION:

     A rapid-fire MONTAGE OF VIDEO IMAGERY taken from recent news
     footage,      intercut with CELEBRITIES and scantily-clad 
     MODELS of both sexes, accompanied by HEADBANGER MUSIC. THE 
     REAL DIRT logo spins quickly into place, with exaggerated 
     SOUND EFFECTS.

     ON TELEVISION: INT. TABLOID news SHOW SET

     A telegenic ANCHORPERSON addresses us. SUPERIMPOSED at lower
     left is THE REAL DIRT logo.  Behind the Anchorperson is an 
     INSET GRAPHIC of Jane and Ricky. 

                           ANCHORPERSON
                   (Australian accent)
               Lester Burnham.  Brutally murdered 
               in cold blood, allegedly the victim 
               of a teenage psychopath hired by 
               his own daughter, Jane.  The case 
               that has outraged America, has now 
               become even more shocking. Tonight 
               on The Real Dirt, we'll show you - 
               for the first time anywhere - an 
               astonishing videotape in which Jane 
               and alleged killer Richard Fitts 
               actually make their unholy pact.

     ON VIDEO: INT. FITTS HOUSE - RICKY'S BEDROOM - DAY

     JANE is leaning BACK IN bed, naked, smoking a joint. still
     SUPERIMPOSED at lower left is THE REAL DIRT logo, and Jane's 
     breasts have been digitally BLURRED.

                           JANE
               I need a father who's a role 
               model, not some horny geek-boy 
               who's gonna spray his shorts 
               whenever I bring a girlfriend home 
               from school.
                   (snorts)
               Like he'd ever have a chance with 
               her. What a lame-o. Somebody really 
               should put him out of his misery.

     A beat. JANE plays with her hair, lost IN thought.

                           RICKY (O.C.)
               Want me to kill him for you?

     JANE stares at the camera incredulously, then LAUGHS.

                           JANE
               Yeah, would you?

     INT. COURT - DAY

     We're TRACKING slowly across the mesmerized faces of the jury 
     as they watch the videotape.

                           RICKY (O.C.)
               It'll cost you.

                           JANE (O.C.)
               I've been baby-sitting since I was 
               ten, I've got almost three thousand 
               dollars. 

     We see the tape as it plays on the VIDEO MONITOR SET UP IN
     the front of the courtroom.  This time there is no THE REAL 
     DIRT logo nor any digital blurring of Jane's nudity. 

     ON THE MONITOR: JANE sits UP IN bed, smiling.

                           JANE (cont'd)
               I was saving it for a boob job. 

     ON THE MONITOR: JANE stands and shakes her breasts.

     In the courtroom, Jane's mother Carolyn watches, stunned, 
     gripping the arm of a well-dressed, silver-haired MAN at her 
     side.

                           JANE (O.C.) (cont'd)
               But my tits can wait.

     Jane watches from her seat, her face a mixture of anger, 
     disbelief and helplessness. We ZOOM toward her slowly.

                           RICKY (O.C.)
               You know, that's not a very nice 
               thing to do, hiring somebody to 
               kill your dad.

     Tears spill from her blinking eyes, But she remains silent.
     ON THE MONITOR: Jane is back on the bed.

                           JANE
               Well, I guess I'm just not a very 
               nice girl, then, am I?

     ON THE MONITOR: she leans BACK and smiles dreamily at us.

     INT. JAIL CELL - DAY

     CLOSE on Ricky as he leans back on his cot, staring up at us, 
     the same dreamy smile on his face.

                           RICKY
                   (singing softly)
               I'M TAKING THE TIME FOR A NUMBER 
               OF
               THINGS... THAT WEREN'T IMPORTANT 
               YESTERDAY...

     FADE to BLACK.

     In darkness, we HEAR Vic Damone singing "I'M NOBODY'S BABY," 
     as the words "ONE YEAR EARLIER" FADE IN AND OUT.

     FADE IN:

     EXT. SUBURB - EARLY MORNING

     We're FLYING high above an upper middle class SUBURB.  The 
     wide streets are lined with stately elms and sycamores; the 
     homes are traditional and well-kept.  Coming closer to the 
     ground, we pick out a couple of male JOGGER.

     A DIFFERENT ANGLE on the Joggers. We're at level now, MOVING 
     alongside them. They're both in their thirties, athletic, 
     blandly handsome. They pass a STREET SIGN that  reads Robin 
     Hood Trail.

     Suddenly, a MAN comes into view, FLYING Superman-style about
     three feet above their heads. He's wearing old-fashioned 
     PAJAMAS, and a plaid flannel ROBE. As he passes overhead, the 
     Joggers look up and wave excitedly, like children. He flashes 
     them a grin and waves back, then he speeds up, leaving them 
     behind.

     As the MAN flies down the street, a BARKING DOG runs along
     beneath him, jumping into the air, trying to catch him. The 
     Man swoops and dips effortlessly, teasing the dog, then spots, 
     at the end of the street, a young boy on a bicycle tossing 
     newspapers onto people's porches, or as close as he can get. 
     Seeing the flying Man, the boy tosses a paper high into the 
     air. The dog tears off to catch the paper. The flying Man 
     LAUGHS and shoots upward like he's been blown out of a cannon, 
     grabs the paper, and swoops down, dropping it lightly on the 
     front porch of a well-appointed, two-story HOUSE with 
     distinctive CEDAR SHINGLE SIDING and a RED FRONT DOOR.

     The boy on the bike watches IN admiration. the MAN slowly
     floats by above him and tousles his hair. The dog BARKS. The 
     boy throws another newspaper into the air, this time even 
     higher than before, and the Man grins as he prepares to shoot 
     up after it: this is going to be fun... and we SMASH CUT TO:

     INT. BURNHAM HOUSE - MASTER BEDROOM - DAY

     We HEAR the harsh BUZZ OF an ALARM CLOCK. Vic Damone still
     sings "I'M NOBODY'S BABY" elsewhere in the house. Outside, a 
     dog is still BARKING

     The MAN we just saw FLYING Through the streets lies sleeping
     amidst expensive bed linens, wearing the same PAJAMAS. His 
     hand reaches over and shuts the ALARM CLOCK OFF; his eyes 
     remain clamped shut as he tries to hang onto his dream.... but 
     it's gone. He sighs and opens his eyes. 

     This man is LESTER BURNHAM, Carolyn's husband and Jane's 
     father. He's forty-two, with a wide boyish face that's just 
     beginning to droop around the edges.  He sits up in bed and 
     rubs his face.

     We're in a large, comfortable bedroom that's tastefully 
     decorated but not overdone - it could be a spread from 
     Metropolitan Home. Lester gets out of the king-sized bed, 
     crosses to a bay window covered with stylish wooden blinds, 
     lifts one of the slats with his finger and peers through it. 

     His POV: A DOG - the same dog from Lester's flying dream -
     BARKS excitedly at us from behind a white picket fence 
     surrounding the front yard of the house across the street.

     EXT. BURNHAM HOUSE - CONTINUOUS

     The dog's POV: Lester looks down at us through the bay window 
     of the HOUSE from his dream - we recognize the distinctive 
     CEDAR SHINGLE SIDING. The dog continues to BARK.

                           LESTER (V.O.)
               My name is Lester Burnham. I'm 
               forty two-years old. In less than a 
               year, I'll be dead.
     INT. BURNHAM HOUSE - MASTER BATH - MOMENTS LATER

     We're in the shower with Lester. A waterproof RADIO plays 
     COUNTRY MUSIC. He stands with his face directly in the hot 
     spray1 eyes shut.

                           LESTER (V.O.)
               In a way, I'm dead already.

     ANGLE from outside the shower: we see Lester's naked body 
     silhouetted through the steamed-up glass door. It becomes 
     apparent he is masturbating.

                           LESTER (V.O.) (cont'd)
                   (amused)
               Look at me jerking off while I 
               listen to country music. I hated 
               this shit when I was growing up.
                   (then)
               Funny thing is, this is the high 
               point of my day. It's all downhill 
               from here.

     EXT. BURNHAM HOUSE front YARD - MOMENTS LATER

     CLOSE on a single, dewy AMERICAN BEAUTY ROSE, perfect IN
     shape and color. As we PULL BACK, a pair of gloved hands with 
     CLIPPERS appear and SNIP the flower off.

     We continue PULLING BACK to discover Carolyn BURNHAM IN her
     rose garden in front of the house, cutting flowers and placing 
     them in a basket, a determined, humorless look on her face. 
     Even now, she is perfectly put-together; she wears color-
     coordinated gardening togs and has lots of useful and 
     expensive tools. 

                           LESTER (V.O.)
               That's my wife Carolyn.  See the 
               way the handle on those pruning 
               shears matches her gardening clogs?  
               That's not an accident

     In the fenced front YARD OF the HOUSE across the street, the
     familiar dog is still BARKING. A well-groomed, athletic MAN in 
     a conservative suit rolls a blue plastic city GARBAGE 
     CONTAINER up the driveway to the curb.

                           JIM #1
               Bitsy. Hush.

                           LESTER (V.O.)
               That's our next-door neighbor Jim.

     A second well-groomed, athletic MAN IN a conservative suit
     comes out the front door.

                           JIM #2
               What in the world is wrong with 
               her? She had a walk this morning.

                           JIM #1
               And a jerky treat.

                           JIM #2
                   (frowns)
               You spoil her.

                           LESTER (V.O.)
                   (re: the second man)
               And that's his lover Jim.

     We recognize the two Jims as the joggers from Lester's dream.

                           JIM #2
                   (sternly)
               Bitsy. No bark. Come inside. Now.

     Bitsy, suddenly subdued, allows Jim #2 to usher her inside.

                           LESTER (V.O.)
               It's weird they have the same 
               name, but that's really no fault of 
               their own. 

     As Jim #2 gets into a Ford Taurus, Jim #1 crosses the street 
     to greet Carolyn.

                           JIM #1
               Morning, Carolyn.

                           CAROLYN
                   (overly friendly)
               Good morning, Jim!  I just love 
               your tie!  That color!

                           JIM #1 
               And I just love your roses.  How 
               do you get them to flourish like 
               that?

                           CAROLYN
               Well, I'll tell you. Egg shells 
               and Miracle Grow.

     ANGLE on the second floor bay window of the Burnham's house, 
     where Lester stands in a bathrobe, drying his hair as he looks 
     down at them.

                           LESTER (V.O.)
               Man. I get exhausted just watching 
               her.

     His POV: We can't hear what they're saying, but Carolyn's 
     facial expressions remain overly animated and cheerful, like 
     those of a TV talk show host.

                           LESTER (V.O.) (cont'd)
               She wasn't always like this. She 
               used to be happy. We used to be 
               happy...

     Jim #2 pulls the Ford Taurus into the street; Jim #1 waves to 
     Carolyn, jumps inside and they drive off. Carolyn immediately 
     reverts to her previous resolute expression as she continues 
     cutting flowers.

                           LESTER (V.O.) (cont'd)
               But she doesn't have much use for 
               me anymore. About the only thing 
               that gets her excited now is money.

     INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

     CLOSE on a young woman's hands counting DOLLAR BILLS. PULLING 
     BACK, we see JANE BURNHAM, seated at a desk in her bedroom, 
     wearing jeans and a tight cotton top with straps.  As she 
     counts, she has the same resolute expression as her mother. 

                           LESTER (V.O.)
               And this is my daughter Jane.  
               Only child.  She takes after her 
               mother in a lot of ways, although 
               she'd never admit it. 

     Having finished counting, JANE paper-clips the money together
     then types something into a computer.

     CLOSE on the COMPUTER MONITOR:  Personal banking software.
     We see the word DEPOSIT and the amount $38.00 as they're 
     entered, then a new total in the balance column: $2,853.06.

     JANE smiles, pleased.  she stuffs the money into a KNAPSACK
     hanging on her closet door, then looks at herself in a full-
     length MIRROR. A beat, she turns sideways and arches her back 
     so her breasts protrude as much as possible She frowns, then 
     turns so she's facing the mirror, and hugs her herself 
     tightly, to enhance the appearance of cleavage.

                           LESTER (V.O.) (cont'd)
               Janie is a pretty typical 
               teenager. Angry, insecure, 
               confused. I wish I could tell her 
               all that's going to pass.
                   (then)
               But I don't want to lie to her.

     We HEAR a CAR HORN from outside. JANE grabs her KNAPSACK and
     a too-large flannel shirt from her closet and starts out.

     EXT. BURNHAM HOUSE - CONTINUOS

     A bright blue GARBAGE TRUCK fills the screen, as its
     MECHANICAL ARM lifts a matching blue city GARBAGE CONTAINER 
     from the curb, emptying its contents into the truck. On the 
     side of the truck:

     CITY OF ROCKWELL
     DEPARTMENT OF SANITATION
     Let's Recycle!

     In the Burnham's driveway: Carolyn1 now dressed for work in a 
     completely different but equally well-coordinated outfit, 
     stands next to a platinum-colored MERCEDES-BENZ ML320, 
     reaching in through the drivers' window to blow the HORN 
     again.

     Her POV: LESTER comes out the front door, dressed IN a
     business suit and carrying a briefcase, fumbling with his tie. 
     Jane is close behind him, buttoning her flannel shirt, her 
     knapsack slung over her shoulder.

     Carolyn frowns at both OF them.

                           CAROLYN
               Jane. Honey. Are you trying to 
               look unattractive?

                           JANE
               Yes.

                           CAROLYN
               Well, congratulations.  You've 
               succeeded admirably.

     Lester's briefcase suddenly springs open, his papers and 
     files spilling onto the driveway.  As he drops to his knees to 
     gather everything, Jane sidesteps around him.

                           JANE
               Nice going, Dad.

     LESTER looks UP her sheepishly, then at Carolyn.

     His POV: she looks down at us, slightly contemptuous But also
     bored, as if she gave up expecting anything more long ago.

                           LESTER
               I keep meaning to get this thing 
               fixed...

     He smiles, trying to lighten the moment, but Carolyn's 
     expression doesn't change. She opens the door and gets into 
     the drivers seat. Jane takes the passenger seat, and Lester 
     climbs into the back. The Mercedes-Benz ML320 starts to slowly 
     back out of the driveway.

                           LESTER (V.O.) (cont'd)
               So that's my family... and this is 
               my life.
                   (laughs)
               You'd think I wouldn't miss it so 
               much...

     INT. MERCEDES-BENZ ML320 - a SHORT TIME LATER

     Carolyn is driving; Jane stares out the window. Lester is 
     asleep in the back seat. Clint Black sings "DESPERADO" on the 
     STEREO.

                           JANE
               Why are we listening to this 
               whiny-ass music?

                           CAROLYN
               It's just what was on.

     JANE fiddles the tuner, searching FOR ANOTHER station.
     Something suddenly catches Carolyn's eye:

     Her POV: An ADVERTISEMENT on a BUS STOP BENCH shows a slick-
     looking, silver- ~ MAN smiling a toothy smile. It reads: 
     Leonard Kane - The Real Estate King - Rockwell's Highest Sales 
     Record Three Years Straight. We recognize him as the man 
     seated next to Carolyn in court during Jane's trial.

     Carolyn glare at the ADVERTISEMENT as she drives past. it
     obviously bothers her.

                           JANE
               I don't see how you people can 
               listen to that hillbilly crap.  It 
               makes me want to buy a gun and 
               shoot up a Burger King. 

                           CAROLYN
               Well, your father was the last one 
               to drive this car.  You know I 
               don't like country music myself.  
               It's so... common and twangy. I 
               much prefer the old  ~b)V 
               standards. Sinatra, Bobby Darin 
               Doris Day...

     JANE Finally finds a STATION she likes: MOODY ALTERNATIVE
     ROCK. They drive along without speaking for a moment, then:

                           JANE
               Wake up, Dad, we're here.

     No response from Lester.

                           JANE (cont'd)
               Dad, look. It's Garth Brooks, and 
               he's wearing that groovy cowboy 
               hat. Maybe you can get his 
               autograph.

                           CAROLYN
                   (chuckling)
               Jane. Hush.

     INT. COMMUTER TRAIN - a SHORT TIME LATER

     LESTER sits IN the crowded TRAIN, his head UP against the
     window. He's fast asleep.

                           LESTER (V.O.)
               Both my wife and my daughter think 
               I'm this gigantic loser.

     He has a paper CUP OF COFFEE IN one hand, haphazardly holding
     it against his knee.  Slowly, it tips over, spilling onto his 
     pants leg.  He remains asleep. 

                           LESTER (V.O.) (cont'd)
               And they're right.  I've lost 
               something very important.  I'm not 
               exactly sure what it is, but I know 
               I didn't always fell this... 
               sedated.

     Finally, LESTER opens one eye.

     POV: from the front of the PATH train: We're ZOOMING along 
     aboveground, unnaturally FAST heading toward a TUNNEL.

                           LESTER (V.O.) (cont'd)
               But you know what?  It's never too 
               late to get it back.

     And we accelerate into the tunnel, and BLACKNESS.

     INT. OFFICE BUILDING - DAY
     CLOSE on a COMPUTER MONITOR, SCROLLING COPY.  It's MOVING by 
     too quickly for us to read, but we can make out WORDS here and 
     there: marketing... profits... strategy... etc.

     Lester sits at his workstation, in a BEIGE CUBICLE, 
     surrounded by several IDENTICAL BEIGE CUBICLES. He's staring 
     at the monitor and talking on a HEADSET PHONE. The light, 
     friendly tone of his voice is at odds with the beleaguered 
     expression on his face.

                           LESTER
               Hello, this is Lester Burnham from 
               Media Monthly magazine calling for 
               Mr.
               Keene... actually, I've already 
               left a message, about four messages 
               to be exact... I understand, but I 
               have questions about the new 
               product launch that your press 
               release didn't quite cover...

     BRAD, an affable MAN IN his EARLY thirties, appears behind
     Lester. Lester is immediately aware of his presence.

                           LESTER (cont'd)
               I've already given you my 
               number...
                   (sighs)
               555-5419. Yes. Lester Burnham. 
               Thank you.

     He punches a button on his keyboard, then turns to Brad, 
     smiling perfunctorily.

                           BRAD
               Les. Got a minute?

                           LESTER
               For you, Brad?  I've got five.

                           BRAD
               Good. Why don't we talk in my 
               office?
     He smiles and crosses off.  LESTER watches him go, frowning.

     INT. BRAD'S OFFICE - MOMENTS LATER

     BRAD is seated behind his desk.

                           BRAD
               ...so I'm sure you can understand 
               the need to cut corners around 
               here.

     Lester sits across from him, scowling like a teenager who's 
     been sent to the principal's office.

                           LESTER
               Sure. Times are tight, and you 
               need to free up cash. Gotta spend 
               money to make money.

                           BRAD
               Exactly.

     BRAD stands, ready to usher LESTER out, But LESTER remains
     seated.

                           LESTER
                   (blurts)
               Like when our editorial director 
               used the company MasterCard to pay 
               for a hooker, and then she used the 
               card number to stay at the St. 
               Regis for, what was it, three 
               months?

                           BRAD
                   (startled)
               That's unsubstantiated gossip.

                           LESTER
               That's fifty thousand dollars. 
               That's somebody's salary. Somebody 
               who's probably gonna get fired 
               because Craig has to pay women to 
               fuck him!

                           BRAD
               Jesus. Calm down. Nobody's getting 
               fired yet.  That's why we're having 
               everyone write a job description, 
               mapping out in detail how they 
               contribute.  That way, management 
               can assess who's valuable and who's

                           LESTER
               Expendable.

                           BRAD
               It's just business.

                           LESTER
                   (angry)
               I've been writing for this 
               magazine for fourteen years, Brad.  
               You've been here how long, a month?

                           BRAD
                   (frank)
               I'm, one of the good guys, Les. I 
               trying to level with you. This is 
               your one chance to save your job.

     LESTER leans BACK IN his chair, incredulous.

     INT. COMMUTER TRAIN - a SHORT TIME LATER

     Once again, LESTER sits IN the crowded TRAIN, his head UP
     against the window. But this time, he's not asleep; he glares 
     darkly out at the tunnel walls as they fly by.

     EXT. BURNHAM HOUSE - THAT NIGHT

     The MERCEDES-BENZ ML320 pulls into the driveway, driven By
     Carolyn. A MOVING VAN is parked in front of the pale blue 
     COLONIAL HOUSE next door. A couple of Movers carry a couch 
     down the driveway toward the house.

     As LESTER and Carolyn get out OF the ML320 and head toward
     their front door:

                           CAROLYN
               There is no decision. Just write 
               the damn thing!

                           LESTER
               You don't think it's weird and 
               kinda fascist?

                           CAROLYN
               possibly. But you don't want to be 
               unemployed.

                           LESTER

               Oh, okay.  Let's all sell our sols 
               to Satan, because it's more 
               convenient that way.

                           CAROLYN
                   (sighs)
               Could you be just a little bit 
               more dramatic, please?

     Carolyn scopes out the MOVING VAN next door.

                           CAROLYN (cont'd)
               Well.  We've finally got new 
               neighbors.  It's about time.  If 
               the Lomans had let me represent 
               them, instead of...
                   (heavy disdain)
               The Real Estate King, that house 
               would have sold within a week, 
               instead of sitting on the market 
               for six months. 

                           LESTER
               They were still mad at you for 
               cutting down their sycamore.

                           CAROLYN
               Their sycamore? It was on our 
               property!

     INT. BURNHAM HOUSE - DINING ROOM - LATER THAT NIGHT

     We HEAR John Coltrane and Johnny Hartman's rendition of "YOU 
     ARE TOO BEAUTIFUL" on the STEREO.

     LESTER, Carolyn and JANE are seated at dinner IN the formal
     dining room. They eat by CANDLELIGHT, and a profusion of RED 
     ROSES spills from a vase at the center of the table. We CIRCLE 
     them slowly, as they eat. Nobody makes eye contact, or even 
     seems aware of anybody else's presence, until...

                           JANE
               Mom, do we always have to listen 
               to this elevator music?

                           CAROLYN
                   (considers)
               No. No, we don't. As soon as 
               you've prepared a nutritious yet 
               flavorful meal that I'm about to 
               eat, you can listen to whatever you 
               like.

     A long beat. LESTER Suddenly turns to Jane.

                           LESTER
               So Janie, how was school?

                           JANE
                   (suspicious)
               It was okay.

                           LESTER
               Just okay?

                           JANE
               No, Dad.  It was spec-tac-ular.
     a beat.

                           LESTER
               Want to know how things went at my 
               job?

     Now she looks at him as if he's lost his mind.

                           LESTER (cont'd)
               They've hired this efficiency 
               expert.  He's really friendly, and 
               I really hate his guts. See, 
               they're going to lay somebody off, 
               but in the interest of being 
               democratic, everybody gets to write 
               a "job description" for him, in the 
               hopes the assholes in management 
               will read it and say, "Whoa, we 
               can't
               do without this guy..."

     He trails off, obviously waiting FOR a response from Jane.

                           LESTER (cont'd)
                   (finally)
               You couldn't possibly care any 
               less, could you?

     Carolyn is watching This closely.

                           JANE
                   (uncomfortable)
               Dad, what do you expect? You can't 
               all of a sudden be my best friend, 
               just because you've got a problem.

     She gets UP and heads toward the kitchen.

                           JANE (cont'd)
               I mean, hello. You've barely even 
               spoken to me for months.

     She's gone.  Lester notices Carolyn looking at him 
     critically.

                           LESTER
               Oh, what, you're mother-of-the-
               year?  You treat her like a 
               employee.

                           CAROLYN
                   (shocked)
               what?!

     He gets UP and starts after Jane.

                           LESTER
               You treat us both like employees.

     Carolyn looks after him, slack-jawed.

     INT. BURNHAM HOUSE - CONTINUOUS

     A huge faux industrial KITCHEN, with floor-to-ceiling WHITE
     CERAMIC TILE, brushed steel appliances and antique hardware 
     and lighting.  This is one of those "back-to-a-simpler-time" 
     designer kitchens that cost a fortune. Jane stands at the 
     sink, rinsing off her plate. Lester enters.

                           LESTER
               Honey, I'm sorry I...

     JANE turns and stares at him, waiting FOR him to finish.

                           LESTER (cont'd)
               I'm sorry I haven't been more 
               available, I just... I'm...

     He's looking to her for a little help here, but she's too 
     uncomfortable with this sudden intimacy to give him any.

                           LESTER (cont'd)
               You know,  you don't always have 
               to wait for me to come to you...

                           JANE
               0h, great. So now it's my fault.

     EXT. BURNHAM HOUSE - CONTINUOUS

     ON VIDEO: We're looking at Lester and Jane through GREENHOUSE 
     WINDOWS into the kitchen. We can't hear what they're saying, 
     but it's obvious it's not going well. Jane puts her plate in 
     the dishwasher and leaves. We follow her out the door, then 
     the camera JERKS back to Lester calling after her.

     CLOSE on the LENS OF a high-tech portable VIDEO CAMERA. as we
     PULL BACK, the camera drops down to reveal RICKY FITTS, whom 
     we recognize as the young man in jail at the beginning. His 
     short hair and starched clothes give him a hyper-conservative 
     appearance.  We linger on his placid face for a moment, 
     then...

     INT. BURNHAM - KITCHEN - CONTINUOUS

     LESTER stands at the sink, rinsing off his plate, his face
     dark. His head suddenly jerks up and he looks out the window, 
     as if he realizes he 's being watched. 

     His POV:  We're looking at the pint where Ricky was just 
     standing, but he's no longer there. 

     LESTER frowns, then turns off the faucet, grabs a towel and
     dries his hands.  He tosses the towel on the snack bar on his 
     way out, where it lands next to a FRAMED PHOTOGRAPH.

     We ZOOM slowly toward the PHOTOGRAPH: It's of Lester, 
     Carolyn, and a much-younger Jane, taken several years earlier 
     at an amusement park.  It's starling how happy they look.

     We HEAR CHEERING and APPLAUSE.

     INT. high SCHOOL GYMNASIUM - NIGHT

     We're at a high-school BASKETBALL GAME. Teenage boys, mostly 
     black, play a fast and furious game. One team, dressed in 
     light blue and white uniforms, scores a basket. The CROWD goes 
     wild.

     Seated IN the bleachers, next to the high SCHOOL BAND, is a
     group of about twenty teenage girls, dressed in short light 
     blue and white uniforms that manage to be both revealing and 
     chaste. Among them, Jane sits next to ANGELA HAYES, whom we 
     recognize from the witness stand at the beginning. Jane stands 
     and scans the bleachers.

                           ANGELA
               Who are you looking for?

                           JANE
               My parents are coming tonight. 
               They're trying to, you know, take 
               an active interest in me.

                           ANGELA
               Gross. I hate it when my mom does 
               that.

                           JANE
               They're such assholes. Why can't 
               they just have their own lives?

     INT. MERCEDES - BENZ ML320 - CONTINUOUS

     Carolyn drives. LESTER is slumped IN the passenger seat.

                           LESTER
               What makes you so sure she wants 
               us to be there? Did she ask us to 
               come?

                           CAROLYN
               Of course not.  She doesn't want 
               us to know how important this is to 
               her.  But she's been practicing her 
               steps for weeks.

                           LESTER
               Well, I bet you money she's going 
               to resent this.  And I'm missing 
               the James Bond marathon on TNT.

                           CAROLYN
               Lester, this is important.  I'm 
               sensing a real distance growing 
               between you and Jane.

                           LESTER
               Growing?  She hates me. 

                           CAROLYN
               She's just willful.

                           LESTER
               She hates you too.

     Carolyn stares at him, unsure OF how to respond.

     INT. high SCHOOL GYMNASIUM - LATER

     The uniformed girls we saw earlier are Now standing IN
     formation on the gymnasium floor.

                           ANNOUNCER
                   (over P.A.)
               And now, for your half-time 
               entertainment, Rockwell High's 
               award-winning Dancing Pantherettes!

     IN the crowded stands, LESTER and Carolyn search FOR seats.

                           LESTER
               We can leave right after this, 
               right?

     The HIGH SCHOOL BAND plays "TOP OF THE WORLD." On the gym 
     floor, the girls perform synchronized dance steps, smiling 
     energetically. They're well-rehearsed, but too young to carry 
     off the ambitious Vegas routine they're attempting.

     LESTER, watching from the stands, picks out his daughter.

     His POV: JANE performs well, concentrating hard. Dancing next
     to her is Angela; she moves awkwardly, grace obviously not 
     being her strong point. Suddenly she looks right us and 
     smiles, a lazy, insolent smile.

     LESTER leans forward IN his seat.

     His POV: We're focused on Angela now.  Everything starts to 
     SLOW DOWN, almost imperceptibly... the MUSIC acquires an eerie 
     ECHO... and she keeps sneaking knowing looks at us...

     We ZOOM slowly toward LESTER as He watches, transfixed.

     His POV:  The light on Angela is brighter than on the others, 
     somehow, and her awkwardness gives way to a fluid grace.  "TOP 
     OF THE WORLD" FADES into dreamy, hypnotic TRIPHOP MUSIC.  The 
     light on Angela grows even stronger, and the other girls 
     around her DISAPPEAR entirely...

     LESTER is spellbound.

     His POV: ANGELA looks directly at us Now, Dancing ONLY FOR
     Lester. Her movements take on a blatantly erotic edge as the 
     MUSIC increases in intensity. She starts to seductively unzip 
     her uniform, teasing us with an expression that's both 
     innocent and knowing, then... she pulls her uniform OPEN and a 
     profusion of RED ROSES spills forth... and we SMASH CUT TO:

     INT. HIGH SCHOOL ~ - CONTINUOUS

     ANGELA, fully clothed, is Once again surrounded By the other
     girls. The HIGH SCHOOL BAND plays its last note, the Dancing 
     Pantherettes strike their final showgirl pose, and the 
     audience bursts into APPLAUSE.

     Carolyn claps along with the rest OF the audience. LESTER
     just sits there, unable to take his eyes off Angela.

     EXT. high SCHOOL GYMNASIUM - LATER

     The game is over. LESTER and Carolyn stand near the main
     door, as people trickle out of the gym.

                           CAROLYN
                   (after a beat)
               Okay, I can't wait any longer. 
               I've got a killer day tomorrow -

                           LESTER
                   (emphatic)
               We don't leave without seeing her.

     Carolyn gives him an odd look.

                           LESTER (cont'd)
               Hey, this was your idea. 
                   (then calls out)
               Janie!

     JANE and ANGELA, IN street clothes, have just come out OF the
     gym.  Jane rolls her eyes and crosses reluctantly toward her 
     parents, followed by Angela.

                           LESTER (cont'd)
               You were really great, honey.  
               Congratulations.

                           JANE
               I didn't win anything

                           LESTER
                   (to Angela)
               Hi, I'm Lester.  Jane's dad.

                           ANGELA
               Oh. Hi.

     An awkward beat.

                           JANE
               This is my friend Angela Hayes.

                           LESTER
               Okay, good to meet you. You were 
               also good, tonight. Very... 
               precise.

                           ANGELA
                   (warming)
               Thanks.

                           CAROLYN
                   (hugs Jane)
               Honey, I'm proud of you. I watched 
               you very closely, and you didn't 
               screw up once.
                   (then, to Lester) 
               Okay, we have to go.

     She starts toward the parking lot. LESTER stays behind.

                           LESTER
               What are you girls doing now?

                           JANE
               Dad.

                           ANGELA
               We're going out for pizza.

                           LESTER
               Well, can we give you a lift?

                           ANGELA
               Thank s, but I have a car.

                           LESTER
               That's great!  Uh, Janie's hoping 
               to get a car soon, aren't you 
               honey?

                           JANE
                   (you freak)
               Dad.  Mom's waiting for you , and 
               she look like she's about to start 
               chewing her hair.

                           LESTER
               Well, it's great to meet you,  
               Angela.  Any, uh, friend of Janie's 
               is a friend of mine.

     ANGELA smiles at him, fully aware OF the powers she has over
     him. He is mesmerized; grateful, even.

                           LESTER (cont'd)
               So... I guess I'll be seeing you 
               around.

               I guess.
                           ANGELA

     LESTER waves awkwardly as He crosses off.

                           JANE
               Could he be any more pathetic?

                           ANGELA
               I think it's sweet.
                   (then)
               And I think he and your mother 
               have not had sex for a long time.

     INT. BURNHAM HOUSE - MASTER BEDROOM - a FEW HOURS LATER

     CLOSE on a solitary red ROSE PETAL as it falls slowly and
     silently through the air1 like a feather.

     We're in Lester and Carolyn's room, looking down on their bed 
     from OVERHEAD. Even in sleep, Carolyn still looks determined. 
     Lester, however, is wide awake and stares up at us.

                           LESTER (V.O.)
               It's the weirdest thing.

     The ROSE PETAL drifts into view, landing on his pillow.

                           LESTER (V.O.) (cont'd)
               I feel like I've been in a coma 
               for about twenty years, and I'm 
               just now waking up.

     More ROSE PETALS fall onto the bed.

                           LESTER (V.O.) (cont'd)
               I feel younger... lighter...
     He smiles UP at...
     his POV: ANGELA, naked, FLOATS directly above us as if IN
     water, kicking lazily as a deluge of ROSE PETALS falls around 
     her.  Her hair fans out around her head and GLOWS with a 
     subtle, burnished light.  She looks down at us with a smile 
     that is all things: compassion... invitation... lust...

     LESTER smiles BACK and LAUGHS, as ROSE PETALS cover his face.

                           LESTER (V.O.) (cont'd)
               Spec-tac-ular.

     EXT. ROBIN HOOD TRAIL - CONTINUOUS

     A WHITE BMW 328si CONVERTIBLE winds its way down the street 
     and pulls close to, but not into, the Burnham's driveway.

     INT. ANGELA'S BMW - CONTINUOUS

     ANGELA is driving, JANE is IN the passenger seat. both girls
     are stoned and LAUGH hysterically. Gradually, their LAUGHTER 
     dies down. Iggy Pop sings "CANDY" on the RADIO.

                           JANE
               I'm sorry my dad was so weird 
               tonight.

                           ANGELA
               It's okay. I'm used to guys 
               drooling over me.
                   (lights a cigarette)
               It started when I was about 
               twelve. I'd go out to dinner with 
               my parents. Every Thursday night, 
               Red Lobster. And every guy there 
               would stare at me when I walked in. 
               And I knew what they were thinking. 
               Just like I knew guys at school 
               thought about me when they jerked 
               off...

                           JANE
               Vomit.

                           ANGELA
               No  I liked it. And I still like 
               it. If people I don't even know 
               look at me and want to fuck me, it 
               means I really have a shot at being 
               a model.  Which is great, because 
               there's one thing worse in life 
               than being ordinary.

     An awkward beat.  JANE stares at the floor.

                           JANE
               I really think it'll happen for 
               you.

                           ANGELA
               Oh, I know.  Because everything 
               that was meant to happen, does.  
               Eventually.
                   (then)
               Maybe I should come in a say good 
               night to your dad.

     The two girls break into a fresh round OF stoned LAUGHTER.

     EXT. BURNHAM HOUSE - CONTINUOUS

     On VIDEO: JANE gets out OF the CAR, still LAUGHING, and waves
     as Angela pulls away. We ZOOM in on Jane as she walks toward 
     the house. She turns suddenly, sensing our presence, and looks 
     directly at us.

     Her POV: We're looking at the pale blue COLONIAL HOUSE next 
     door where the moving van was parked earlier. The front porch 
     is shrouded in darkness... then a PORCH LIGHT abruptly reveals 
     Ricky, perched on a white-washed Adirondack chair, having just 
     turned on the overhead light. As usual, he wears very 
     conservative clothes. There is a BEEPER attached to his belt, 
     and his VIDEO CAMERA dangles loosely around his neck.

     Irritated, JANE stares at him, hard.

                           JANE
               Asshole.

     He looks BACK at her curiously, then raises his VIDEO camera
     and starts to videotape her.

     His POV, on VIDEO: JANE, angry and self-conscious, turns and
     walks quickly toward her house, flipping us off as she goes.

     INT. BURNHAM HOUSE - FOYER - CONTINUOUS

     JANE enters, closes and locks the door, quickly turns off the
     LIGHT that's been left on for her, then peeks through a 
     window..

     Her POV: The Fitts' porch light is still on, but there's no 
     sign of Ricky.

     Jane starts quietly up the stairs. Then, just as she's almost 
     out of sight, she smiles, a schoolgirl thrilled to discover 
     she's the object of a schoolboy's crush.

     FADE to BLACK.

     FADE IN

     INT. BURNHAM HOUSE  - JANE'S BEDROOM - THE NEXT MORNING

     CLOSE on an ADDRESS BOOK.  A man's hand flips to the H page 
     and then his finger runs down the names on it, stopping at the 
     name Angela Hayes...

     Lester, already dressed for work, sits at Jane's desk, going 
     through her address book.  We HEAR the SHOWER running in the 
     adjacent bathroom, and Jane SINGING "CANDY" at the top of her 
     lungs.  Lester grabs her phone and dials.

                           JANE (O.C.)
               I'VE HAD A HOLE... IN MY HEART... 
               FOR SO LONG...
     CLOSE on LESTER, with the receiver to his ear, nervous.

                           ANGELA (O.C.)
                   (over phone line) 
               Hello? Hello?

     LESTER is frozen, unable to speak. Suddenly, the shower is
     turned off in the next room, and Jane's singing stops. Lester 
     hangs up and exits quickly. A moment, then the PHONE RINGS. 
     Jane emerges from the bathroom, dripping wet, and answers it.

                           JANE
               Hello?

     INT. HAYES HOUSE - ANGELA' S BEDROOM - CONTINUOUS

     ANGELA is sprawled across her bed, on the phone. the walls OF
     her room are covered with pictures of SUPERMODELS.

                           ANGELA
               Why'd you call me?

     Intercut with Jane in her bedroom:

                           JANE
               I didn't.

                           ANGELA
               Well, my phone just rung and I 
               answered it and somebody hung up 
               and then I star sixty-nined and it 
               called you back.

                           JANE
               I was in the shower.

     Then JANE notices her ADDRESS book open to the H page.

                           JANE (cont'd)
               Oh, gross 

     EXT. BURNHAM HOUSE - CONTINUOUS

     ON VIDEO: We're across from Jane's WINDOW, peering in.  Jane 
     picks up the address book, frowning.  She speaks into the one, 
     but we can't hear her.

                           WOMAN'S VOICE (O.C.)
                   (sing song)
               Rick-y! Break-fast!

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

     Ricky, dressed for school, stands at his open window, 
     videotaping.  He lowers his CAMERA, but his eyes remain locked 
     on Jane across the way.

                           RICKY
               Be right there.

     INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

     BARBARA FITTS stands at the stove, frying bacon. She's in her 
     fifties; pretty, in a slightly childish way. She flips the 
     bacon strips mechanically, her eyes focused elsewhere. Her 
     husband, COLONEL FRANK FITTS (whom we recognize from his run-
     in with Detective Fleishman at the beginning), sits at a 
     dinette reading The Wall Street 'Journal. They're each off in 
     their own little world, which they vastly prefer to this one, 
     then:

                           RICKY
                   (entering)
               Mom.

     Startled, BARBARA turns to him.

                           BARBARA
               Hello.

                           RICKY
               I don't eat bacon, remember?

                           BARBARA
                   (unnerved)
               I must have forgotten. I'm sorry.

     RICKY serves himself scrambled eggs from ANOTHER pan, then
     joins his father at the table.

                           RICKY
               What's new in the world, Dad?

                           COLONEL
               This country is going straight to 
               hell.

                           RICKY
               So nothing's changed.

     A DOORBELL rings.  the COLONEL and BARBARA look at each
     other, alarmed.

                           COLONEL
               Are you expecting anyone?

                           BARBARA
               No.
                   (things)
               No.

     The COLONEL rises and heads toward the living ROOM, a little
     puffed up.  Curious, Ricky follows.  Barbara just stands 
     there, frightened.

     INT. FITTS HOUSE - FOYER - CONTINUOUS

     The COLONEL opens the front door to reveal the two JIMS.

                           JIM #1
               Hi.

                           JIM #2
               Welcome to the neighborhood.

     Jim #1 holds out a basket filled with flowers, vegetables and 
     a small white cardboard box tied with raffia.

                           JIM #1
               Just a little something from our 
               garden.

     RICKY watches from the BACK OF the foyer.

                           JIM #2
               Except for the pasta, we got that 
               at Dean and Deluca.

                           JIM #1
               It's unbelievably fresh. You just 
               barely drop it in the water and 
               it's done.

     The COLONEL stares at them, suspicious.

                           JIM #1 (cont'd)
                   (offers his hand)
               I'm Jim Olsen. I live across the 
               street. Welcome to the 
               neighborhood.

                           COLONEL
                   (shakes)
               Colonel Frank Fits, U.S. Marine 
               Corps.

                           JIM #1
               Nice to meet you .  And this is my 
               partner...

                           JIM #2
                   (offers his hand)
               Jim Boyd, but my friends call me 
               J.B.

                           COLONEL
               Let's cut to the chase, okay?  
               What are you guys selling?

     A beat.

                           JIM #2
               Nothing.  We just wanted to say hi 
               to our new neighbors - 

                           COLONEL
               Yeah, yeah, yeah. You said you're 
               partners. So what's your business?

     A beat. the Jims look at each other, then BACK at the
     Colonel.

                           JIM #1
               Well, he's an entertainment 
               lawyer.

                           JIM #2
               And he's an anesthesiologist.

     They're trying not to laugh. The Colonel looks at them, 
     confused, then it dawns on him.

     INT. COLONEL' S FORD EXPLORER - LATER

     The COLONEL drives, staring darkly at the road ahead. IN the
     passenger seat, Ricky is using a CALCULATOR and jotting 
     numbers down in a NOTEBOOK.

                           COLONEL
                   (suddenly)
               How come these faggots always have 
               to rub it in your face? How can 
               they be so shameless?

                           RICKY
               That's the whole thing, Dad. They 
               don't feel like it's anything to be 
               ashamed of.

     The COLONEL looks at RICKY sharply.

                           COLONEL
               Well, it is.

     A beat, as RICKY continues his calculations, before He
     realizes a response is expected from him.  Then:

                           RICKY
               You're right.

     The Colonel's eyes flash angrily.

                           COLONEL
               Don't placate me like I'm your 
               mother, boy.

     RICKY sighs, then looks at his father and speaks with sincere
     hatred.

                           RICKY
               Forgive me sir, for speaking so 
               bluntly, but those fags make me 
               want to puke my fucking guts out. 

     The COLONEL is taken aback, But quickly covers.

                           COLONEL
               Me too, son. Me too.

     Case closed, RICKY goes BACK to his calculations.

     CLOSE on the pencil in his hands... he's totaling two columns 
     of NUMBERS. Under the column "Income" he writes in swift, bold 
     strokes: $24,950.00.

     EXT. high SCHOOL CAMPUS - a FEW MINUTES LATER

     JANE and ANGELA are seated with two other TEENAGE GIRLS.
     They're all smoking.

                           ANGELA
               I'm serious, he just yanked it out 
               and showed it to me. You know, like 
               the President did to that woman.

                           TEENAGE GIRL #1
               Gross

                           ANGELA
               It wasn't gross. It was kind of 
               cool.

                           TEENAGE GIRL #1
               So did you do it with him?

                           ANGELA
               Of course I did.  He is a really 
               well-known photographer?  He shoots 
               for Elle on like, a regular basis?  
               It would have been so majorly 
               stupid of me to turn him down.

                           TEENAGE GIRL #2
               You are a total prostitute.

                           ANGELA
               Hey.  That's how things really 
               are.  You just don't know, because 
               you're this pampered little 
               suburban chick.

                           TEENAGE GIRL #2
               So are you.  You've only been in 
               Seventeen once, and you looked fat, 
               so stop acting like you're goddamn 
               Christy Turlington.

     The two TEENAGE girls move away from JANE and Angela.

                           ANGELA
                   (calling off)
               Cunt!
                   (then)
               I am so sick of people taking 
               their insecurities out on me.

     The Colonel's Ford Explorer pulls up, and Ricky gets out. The 
     creases on his trousers are sharp enough to cut glass.

                           JANE
               Oh my God. That's the pervert who 
               filmed me last night.

                           ANGELA
               Him? No way. Jane, he is a total 
               lunatic.

                           JANE
               You know him?

                           ANGELA
               He was in my earth science class 
               in eighth grade, and he always said 
               the creepiest things, and then one 
               day, he was just, like, gone. And 
               then Connie Cardullo told me he his 
               parents had to put him in a mental 
               institution.

                           JANE
               Why? What did he do?

                           ANGELA
               What do you mean?

                           JANE
               Well, they can't put you away just 
               for saying creepy things.

     ANGELA stares at JANE, then her mouth widens into a smile.

                           ANGELA
               You total slut.  You've got a 
               crush on him.

                           JANE
               What? Please.

                           ANGELA
               You were defending him!  You love 
               him.  You want to have, like, ten 
               thousand of his babies.

                           JANE
               Shut up.

     JANE Suddenly finds RICKY standing IN front OF her, looking
     at her intensely.

                           RICKY
               Hi. My name's Ricky. I just moved 
               next door to you.

                           JANE
               Uh, yeah. I know. I kinda remember 
               this really creepy incident when 
               you were filming me last night?

                           RICKY
               I didn't mean to scare you. I just 
               think you're interesting.

     ANGELA shoots a wide-eyed look at JANE, who ignores it.

                           JANE
               Thanks, but I really don't need to 
               have some psycho obsessing about me 
               right now.

                           RICKY
               I'm not obsessing. I'm just 
               curious.

     He looks at her intently, his eyes searching hers. JANE is
     unnerved and has to look away. Ricky smiles and walks off.

                           ANGELA
               What a freak. And why does he 
               dress like a Bible salesman?

                           JANE
               He's like, so confident.  That 
               can't be real.

                           ANGELA
               I don't believe him.  He didn't 
               even like, look at me once.

     EXT. suburban NEIGHBORHOOD - DAY

     CLOSE on a wooden SIGN that reads:

     Open HOUSE TODAY
     BURNHAM & ASSOCIATES REALTY
     555-1618

     Carolyn BURNHAM the SIGN is planted IN front OF a RUN-down
     HOME in a run-down middle-class neighborhood.  The Mercedes-
     Benz ML320 is parked in front of the house.  Carolyn, wearing 
     a T-shirt and jeans, unloads a box filled with cleaning 
     supplies, a BOOMBOX and a garment bag from the back.  
     Something across the street catches her eye.

     Her POV: IN front OF a DIFFERENT HOUSE with much More curb
     appeal is another SIGN, with a picture of the same silver-
     haired MAN we saw on the bus stop bench earlier. It reads:

     FOR SALE
     Call Leonard Kane - the Real Estate King
     555-1957

     Carolyn frowns and slams the BACK OF the MERCEDES shut, a
     little harder than necessary.

     INT. SALE HOUSE - living ROOM - MOMENTS LATER

     Carolyn enters, hangs her garment bag IN the hall closet and
     inspects the empty living room. The cathedral ceiling is 
     painted an alarming burnt orange, and the native stone 
     fireplace has shed a couple of stones onto the floor, which 
     she quickly picks up and wedges back into the fireplace.

                           CAROLYN
                   (quietly)
               I will sell this house today.

     She plugs IN the BOOMBOX, presses a button and we HEAR Tony
     Bennett singing "WITH PLENTY OF MONEY AND YOU," which plays 
     throughout the following

     MONTAGE
               We see Carolyn, working with 
               fierce concentration as she:

     Doggedly scrubs countertops in the kitchen; Perches on a 
     stepladder to dust a cheap-looking white ceiling fan in the 
     mater bedroom; Cleans glass doors that overlook the patio and 
     pool; Skims leaves off the surface of the pool; Sweeps the 
     patio with a broom; And vacuums a dirty carpet that will never 
     be clean.

     Throughout all this, she keeps repeating to herself:

                           CAROLYN
               I will sell this house today.
               I will sell this house today.
               I will sell this house today...

     She says This as if she believes she can actually will This
     house into being something more than the dump it is.

     INT. SALE HOUSE - BATHROOM - LATER

     Carolyn stands IN front OF the mirror, Now dressed IN a
     stylish but not-too-formal business suit.  She finishes 
     applying lipstick, then stares at her reflection, critically.

                           CAROLYN
               I will sell this house today.

     She says This as if it were a threat, then turns to go. on
     her way out, she notices a smudge on the glass shower door and 
     pulls off a piece of toilet paper to clean it.

     EXT. SALE HOUSE - front YARD - LATER

     CLOSE on the front door, as it opens to reveal Carolyn, 
     greeting us with her most winning smile - the smile she thinks 
     could sell ice to an Eskimo.

                           CAROLYN
               Welcome. I'm Carolyn Burnham!

     MUSIC ENDS.

     INT. SALE HOUSE - FOYER - CONTINUOUS

     Smiling, Carolyn leads a MAN and WOMAN into the living room.
     They're thirtyish, and they've seen a lot of houses today.

                           MAN
                   (looking up) 
               How high is that ceiling?

                           CAROLYN
               Over twenty feet.

                           WOMAN
               That color is hideous.

                           CAROLYN
     a simple cream would really lighten things up.  You could
     even put in a skylight.

     The WOMAN wrinkles her face, skeptical.

                           CAROLYN (cont'd)
               Wait 'til you see the kitchen.

     INT. SALE HOUSE - KITCHEN - LATER

     Carolyn enters, still Smiling, followed By a DIFFERENT COUPLE
     in their fifties.

                           CAROLYN
               As you can see, it's been 
               completely remodeled.

                           MAN
                   (opening cabinet)
               These have just been refaced. no 
               new construction.

                           WOMAN
                   (re: faucet)
               What is this, gold?

                           CAROLYN
               No, it's solid brass.

                           WOMAN
               Kinda gaudy, isn't it?

     INT. SALE HOUSE - MASTER BEDROOM - LATER

     Carolyn stands with a different COUPLE: African American, 
     late twenties. The woman is pregnant.

                           CAROLYN
               ...and you'll be surprised how 
               much a ceiling fan can cut down on 
               your energy costs.

                           MAN
               I got a cousin, he was a 
               ballplayer. Ceiling fan fell on him 
               in a bar and severed a tendon in 
               his shoulder. Never fully regained 
               use of that arm. Ruined his career.

     Carolyn just stares at him, still smiling.

     EXT. SALE HOUSE - BACK YARD - LATER

     Carolyn stands By the pool next to two thirtyish WOMEN with
     identical haircuts.

                           WOMAN
               The ad said this pool was "lagoon-
               like." But there's nothing "lagoon-
               like" about it.  Except for maybe 
               the bugs.
                   (slaps her arm)
               There's not even any plants out 
               here.

                           CAROLYN
               I have an excellent landscape 
               architect -

                           WOMAN
               I mean, I think "lagoon," and I 
               think waterfall, I think tropical.  
               This is just a cement hole.

     A beat.

                           CAROLYN
               There are some tiki torches in the 
               garage.

     The Women stare at her; she just keeps smiling.

     INT. SALE HOUSE - SUN ROOM - MOMENTS LATER

     Carolyn enters, alone. She's furious, much more furious than 
     she should be. She locks the sliding glass door and starts to 
     pull the vertical blinds shut, then stops. Standing very 
     still, with the blinds casting shadows across her face, she 
     starts to cry: brief, staccato SOBS that seemingly escape 
     against her will. Suddenly she SLAPS herself, hard.

                           CAROLYN
               Stop it.

     But the Tears continue. she SLAPS herself again.

                           CAROLYN (cont'd)
               Weak. Baby. Shut up. Shut up!

     She SLAPS herself repeatedly until she stops crying. she
     stands. there, taking deep, even breaths until she has 
     everything under control, then she finishes pulling the blinds 
     shut, once again all business. She walks out calmly, leaving 
     us alone in the dark, empty room.

     INT. HOTEL BALLROOM - LATER THAT NIGHT

     We HEAR a jazzy rendition of "DESAFINADO" under the 
     cacophonous and oddly comforting DIN of a room full of people 
     all talking at once.

     SIGN NEAR THE DOOR READS:

     GREATER ROCKWELL REALTOR RESOURCES GROUP

     Well-dressed professionals stand IN clumps, chatting.
     Catering waiters serve hors d'eouvres.  We discover Lester and 
     Carolyn, with cocktails, MOVING through the crowd.

                           CAROLYN
               Lester, listen to me.  This is an 
               important business function.  Now, 
               as you know, my business is selling 
               an image.  And part of my job is to 
               live that image - 

                           LESTER
                   (in unison with her; 
                   he's heard this before)
               is to live that image -
                   (then)
               Just say whatever you want to say, 
               okay?  Spare me the propaganda.

                           CAROLYN
                   (sighs)
               Will you please do me a favor and 
               act happy tonight?

                           LESTER
                   (grins stupidly)
               I am happy, honey.

     Carolyn's jaw tightens, then:

                           CAROLYN
                   (spots someone)
               Leonard!

     She drag. LESTER toward a distinguished silver-haired MAN and
     his much younger WIFE. We recognize the Man as LEONARD KANE 
     The Real Estate King.

                           CAROLYN (cont'd)
                   (shakes Leonard's hand)
               It's good to see you again.

                           LEONARD
                   (friendly)
               It's good to see you too, 
               Catherine.

                           CAROLYN
               Carolyn.

                           LEONARD
               Carolyn! Of course.  How are you?

                           CAROLYN
               Very well, thank you.
                   (to his wife)
               Hello, Christy.

                           CHRISTY
               Hello

                           CAROLYN
               This is my husband, Lester - 

                           LEONARD
                   (shakes Lester's Hand)
               It's a pleasure.

                           LESTER
               We've actually met. At this same 
               thing last year?  Wait - maybe it 
               was that Christmas thing at the 
               Sheraton.

                           LEONARD
               Oh, yes.

                           LESTER
                   (friendly)
               It's okay.  I wouldn't remember me 
               either.

     He LAUGHS. a little too loudly. Carolyn quickly joins in.

                           CAROLYN
                   (forced gaiety) 
               Honey. Don't be weird.

     She smiles her winning smile at him. He knows This persona
     well, only it's never pissed him off as much as it does right 
     now.

                           LESTER
               All right, honey. I won't be 
               weird.

     He moves IN Suddenly, his face CLOSE to hers.

                           LESTER (cont'd)
               I'll be whatever you want me to 
               be.

     And He kisses her - a soft, warm kiss THAT speaks
     unmistakably of sex - then turns to the others and grins.

                           LESTER (cont'd)
               We have a very healthy 
               relationship.

     Carolyn's smile is frozen on her face, and we can see just 
     about every vein in her neck.

                           LESTER (cont'd)
               Well.  I don't know about you, but 
               I need another drink.

     He crosses off. Carolyn, Leonard and Christy watch him go.

     INT. HOTEL BALLROOM - MOMENTS LATER

     LESTER stands at the bar.  the bartender pours him a scotch.

                           LESTER
               Whoa. Put a little more in there, 
               cowboy.

     The bartender complies.  LESTER takes his drink and turns to
     face the center of the room.

     His POV: Carolyn is talking to Leonard and Christy.  She's 
     on: smiling, animated, LAUGHING too loud at their jokes.

     Lester smiles and shakes his head. Ricky approaches him, 
     wearing a waiter's uniform, carrying a tray of empty glasses.

                           RICKY
               Excuse me - don't you live on 
               Robin Hood Trail? The house with 
               the red door?

                           LESTER
                   (suspicious)
               Yeah.

                           RICKY
               I'm Ricky Fitts. I just moved into 
               the house next to you.

                           LESTER
               Oh. Hi, Ricky Fitts. I'm Lester 
               Burnham.

                           RICKY
               Hi, Lester Burnham.

     A beat. LESTER looks away, scans the crowd, then downs the
     rest of his drink in one gulp. Ricky just stands there, 
     watching him. Finally Lester turns back to Ricky: what does 
     this kid want?

                           RICKY (cont'd)
               Hey, do you party?

                           LESTER
               I'm sorry?

                           RICKY
               Do you get high? 

     Lester's surprised, but instantly intrigued.

     INT. HOTEL BALLROOM - MOMENTS LATER

     Carolyn and Leonard are deep IN conversation. Christy has
     wandered off.  Carolyn is nervous; Leonard seems amused.

                           CAROLYN
               I probably wouldn't even tell you 
               this if I weren't a little tipsy, 
               but... I am in complete awe of you.  
               Your firm is, hands down, the Rolls 
               Royce of local Real Estate firms, 
               and, well, your personal sales 
               record is, is, is very 
               intimidating.  I'd love to sit down 
               with you, just to pick your brain, 
               if you'd ever be willing.  I 
               suppose, technically, I'm the 
               competition, but... I mean, I 
               don't flatter myself that I'm even 
               in the same league as you...

                           LEONARD
               I'd love to.

                           CAROLYN
                   (shocked)
               Really?

                           LEONARD
               Absolutely. Call my secretary and 
               have her schedule a lunch.

                           CAROLYN
               I'll do that. Thank you.

     She smiles at him, and He smiles back. This situation is
     loaded and they both know it.

     EXT. HOTEL - LATER

     RICKY and LESTER stand next to a dumpster behind the service
     entrance to the hotel, smoking a JOINT.

                           LESTER
               What about... did you ever see 
               that one movie, with the body 
               walking around holding its own 
               head? And then the head went down 
               on that babe?

                           RICKY
               Re-Animator. It was okay.

     Suddenly, the service entrance opens, and a serious YOUNG MAN
     in a cheap suit peers out at them. Ricky hides the joint.

     Suddenly, the service entrance opens, and a serious YOUNG MAN
     in a cheap suit peers out at them. Ricky hides the joint.

                           MAN
                   (to Ricky)
               Look.  I'm not paying you to...
                   (eyes Lester, 
                   suspiciously)
               ...do whatever it is you're doing 
               out here.

                           RICKY
               Fine. Don't pay me.

                           MAN
               Excuse me?

                           RICKY
               I quit.  So you don't have to pay 
               me.  Now, leave me alone.

     A beat.

                           MAN
               Asshole.

     He goes BACK inside. LESTER looks at RICKY, who shrugs as He
     stubs out the joint.

                           LESTER
               I think you just became my 
               personal hero.
                   (then)
               Doesn't that make you nervous, 
               just quitting your job like that? 
               Well, I guess when you're all of, 
               what? Sixteen?

                           RICKY
               Nineteen.
                   (off Lester's look)
               I was held back a few years in 
               school. (then)
               I just do these gigs every now and 
               then as a cover. I have other 
               sources of income. But my dad 
               interferes a lot less in my life 
               when I pretend to be an upstanding 
               young citizen with a respectable 
               job.

                           CAROLYN (O.C.)
               Lester?

     Carolyn is standing IN the open service entrance, staring at
     Lester and Ricky curiously.

                           CAROLYN (cont'd)
               What are you doing?

                           LESTER
               Carolyn, this is Ricky Fitts.

                           RICKY
               Hi, I just moved next door to you.  
               I also go to school with your 
               daughter.

                           LESTER
               With Jane?  Really?

                           RICKY
               Yeah. Jane.

                           CAROLYN
               Hi
                   (then to Lester)
               I'm ready to leave.  I'll meet you 
               out front. 

     And she goes BACK inside.

                           LESTER
               Uh-oh. I'm in trouble. Well, nice 
               to meet you, Ricky. Thanks for the, 
               uh, thing.

                           RICKY
               Any time.

     LESTER goes inside.

                           RICKY (cont'd)
                   (calls after him)
               If you want any more, you know 
               where I live.

     INT. BURNHAM HOUSE - FAMILY ROOM - LATER THAT NIGHT

     JANE and ANGELA are watching TV. we HEAR the BACK door open.

                           JANE
               Oh, God. They're home. Quick, 
               let's go Up to my room.

     JANE switches off the TV and starts UP the stairs.

                           ANGELA
               I should say hi to your dad. 
                   (off Jane's look)
               I don't want to be rude.

     She starts toward the kitchen. JANE comes BACK down the
     stairs. She doesn't like this.

     INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

     LESTER enters and opens the refrigerator, surveying the
     choices inside.

                           ANGELA (O.C.)
               Nice suit.

     He turns, and is instantly transfixed by:

     His POV: ANGELA leans against the counter, twirling her hair.

                           ANGELA (cont'd)
               You're looking good, Mr. Burnham.
                   (off his look)
               You look all relaxed. 

     She starts toward him

                           ANGELA (cont'd)
               Last time I saw you, you looked 
               kind of wound up.
                   (spots something)
               Oo, is that root beer?

     She reaches inside the refrigerator to grab a bottle. as she
     does, she moves to place her other hand casually on Lester's 
     shoulder. He sees it coming. Everything SLOWS DOWN, and all 
     sound FADES...

     EXTREME CLOSE UP on her hand as it briefly touches his
     shoulder in SLOW MOTION. He HEAR only the amplified BRUSH of 
     her fingers against the fabric of his suit, and its unnatural, 
     hollow ECHO...

     BACK IN Real TIME: she grabs the root beer and looks UP at
     him; smiling.

     CLOSE on LESTER: his eyes narrow slightly, then:

     He takes the root beer from ANGELA and puts it on the
     counter. Then he cups her face in his hands and kisses her 
     roughly. She seems shocked, but doesn't resist as he pulls her 
     toward him with surprising strength.

     He breaks the kiss, looking at her IN awe, then He reaches UP
     and touches his lips. His eyes widen as he pulls a solitary 
     ROSE PETAL from his mouth right before we SMASH CUT TO:

     INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

     ANGELA is BACK against the counter, drinking the root beer.
     Lester stands by the refrigerator, gazing at her, still lost 
     in his fantasy.

                           ANGELA
               I love root beer, don't you?

     JANE watches from the doorway to the FAMILY ROOM, staring at
     her father and feeling incredibly awkward in her own home. 
     Carolyn enter from the dining room. Lester snaps out of it and 
     grabs a root beer from the refrigerator.

                           JANE
               Mom, you remember Angela.

                           CAROLYN
                   (her sales smile)
               Yes, of course!

                           JANE
               I forgot to tell you, she's 
               spending the night.  It that okay?

                           LESTER
               Sure!
     He takes a sip OF his root beer, But it goes down the wrong
     way and he starts COUGHING violently. 

     INT. BURNHAM HOUSE - JANE'S BEDROOM - LATER THAT NIGHT

     ANGELA lays on the bed, IN her bra and panties, flipping
     through a fashion magazine. Jane, in an oversized T shirt, 
     plays a video game on her computer.

                           JANE
               I'm sorry about my dad.

                           ANGELA
               Don't be. I think it's funny.

                           JANE
               Yeah, to you, he's just another 
               guy who wants to jump your bones. 
               But to me... he's just too 
               embarrassing to live.

                           ANGELA
               Your mom's the one who's 
               embarrassing. What a phony.

     JANE glances at ANGELA, irritated.

                           ANGELA (cont'd)
               But your dad is actually kind of 
               cute.

                           JANE
               Shut up.

     Lester, still in his suit, stands outside Jane's room, his 
     ear up against the door.  He can't believe what he's hearing.

                           ANGELA (O.C.)
               He is.  If he just worked out a 
               little, he'd be hot.

                           JANE (O.C.)
               Shut up.

                           ANGELA (O.C.)
               Oh, come on.  Haven't you ever 
               sneaked a peek at him in his 
               underwear?

     INT. BURNHAM HOUSE - JANE'S ROOM - CONTINUOUS

                           ANGELA
               I bet he's got a big dick.

                           JANE
               You are so grossing me out. 

                           ANGELA
                   (really enjoying this)
               If he built up his chest and arms, 
               I'd totally fuck him.

     JANE covers her ears and starts singing to drown her out.

     INT. BURNHAM HOUSE - HALLWAY - CONTINUOUS

     Lester, still listening, looks like he's about to implode.

                           ANGELA (O.C.)
                   (laughs)
               I would! I would suck your dad's 
               big fat dick, and then I would fuck 
               him 'til his eyes rolled back in 
               his head!
                   (then)
               What was that noise? Jane.

     Jane's SINGING stops.

                           ANGELA (O.C.) (cont'd)
               I swear I heard something.

     Panicked, LESTER scurries down the hall.

     INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

                           JANE
               Yeah, it was the sound of you 
               being a huge disgusting pig.

                           ANGELA
               I'm serious.

     We HEAR the sharp TAP OF a penny being thrown against glass.

                           ANGELA (cont'd)
               See?

     ANGELA crosses to the window and looks out.

                           ANGELA (cont'd)
                   (spots something)
               Oh my God. Jane

     EXT. BURNHAM HOUSE - CONTINUOUS

     We see Angela standing at the window in her underwear, 
     looking down at us.  Jane joins her and is immediately 
     unnerved by what she sees:

     Their POV:  In the Burnham's DRIVEWAY, the word "JANE" is 
     spelled out in FIRE.

     INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

                           JANE
               What is it?

                           ANGELA
               It's that psycho next door. Jane, 
               what if he worships you? What if 
               he's got a shrine with pictures of 
               you surrounded by dead people's 
               heads and stuff?

                           JANE
               Shit. I bet he's filming us right 
               now.

                           ANGELA
                   (intrigued)
               Really?

     EXT. BURNHAM HOUSE - CONTINUOUS

     ON VIDEO: We're across from Jane's window, peering in. Jane 
     tries to shut the drapes, but Angela won't let her. Irritated, 
     Jane retreats into the room. We ZOOM toward her, even as 
     Angela poses in the window, waving, but we're clearly not 
     interested in Angela. The ZOOM continues, searching for Jane, 
     who has disappeared. Finally, we settle on the full-length 
     MIRROR on the open closet door, where we see a REFLECTION of 
     Jane, back at her computer. She's smiling.

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

     RICKY sits IN darkness with his VIDEO camera, videotaping
     through the open window. He lowers his camera and smiles... 
     then something below catches his attention.  He leans out the 
     window to get better look at:

     EXT. BURNHAM HOUSE -GARAGE - CONTINUOUS

     Ricky's POV: Through a WINDOW on the front of the Burnham's 
     GARAGE DOOR, we see Lester, still in his suit, digging through 
     shelves against the back wall. 

     INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

     LESTER pulls aside old board games, badminton racquets, and
     strings of Christmas lights, searching for something as if his 
     very life depended on it. 

                           LESTER
               Shit. Shit!

     Then He yanks aside a box OF wallpaper scrap, and his face
     lights up at what he finds:

     A pair OF DUMBBELLS, obviously unused FOR many years.

     LESTER rips off his jacket and tie and unbuttons his shirt.
     He glances around, finding his REFLECTION in the WINDOW as he 
     pulls off his shirt, then the T-shirt underneath.

     He eyes himself critically: Angela was right, he's not in bad 
     shape. Naturally broad-shouldered, with just a few extra 
     pounds around his middle that wouldn't be hard to shed. He 
     kicks off his shoes and begins to step out of his pants.

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

     RICKY holds his camera UP and starts to videotape.

     EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

     Ricky's POV, on VIDEO: Through the GARAGE DOOR WINDOW, we see 
     Lester stepping out of his pants. He then pulls off his 
     briefs, and stands there naked, except for black socks. He 
     grabs the dumbbells and starts lifting them over his head; 
     although he's watching his reflection in the window, it looks 
     like he's watching us as we're watching him...

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

     RICKY stands at the open window, videotaping.

                           RICKY
               Welcome to America's Weirdest Home 
               Videos.

     Suddenly we HEAR someone trying to open the door from the
     other side - it's locked.

                           COLONEL (O.C.)
               Ricky!

     MOVING swiftly, RICKY pulls the drapes shut and switches on a
     light.  His room is a haven of high-tech.  A state-of-the-art 
     multimedia COMPUTER crowds his desk, and high-end STEREO and 
     VIDEO EQUIPMENT line the shelves, as well as HUNDREDS OF CDs.  
     There is easily twenty thousand dollars worth of equipment in 
     this room.

                           RICKY
               Coming, Dad.

                           COLONEL (O.C.)
               You know I don't like locked doors 
               in my house, boy.

     RICKY grabs a REMOTE and switches on his wide-screen TV just
     before he opens the door.

                           RICKY
               I must have locked it by accident, 
               sorry. So what's up?

     The COLONEL holds out a small PLASTIC CUP with a CAP.

                           COLONEL
               I need a urine sample.

                           RICKY
               Wow. Is it six months already?  
               Can I give it to you in the 
               morning? I just took a whiz.

     The Colonel doesn't respond. His eyes are focused on:

     On the TV: the shower scene from Top Gun plays. Seminude
     young MALE BODIES, artfully lit.

                           COLONEL
               What the hell is that?

     RICKY turns to the TV.

                           RICKY
               Top Gun. It's about pilot training 
               in the Air Force. You never saw it?

     The COLONEL shakes his head, eyes glued to the screen.

                           RICKY (cont'd)
               Oh, you would love this movie, 
               Dad.  Want to watch it with me?

     The COLONEL looks at him sharply, then:

                           COLONEL
               No.

     He quickly walks down the hall.  RICKY smiles, shuts and
     locks his door.  He puts the plastic cup on the shelf, then 
     crosses to a MINI REFRIGERATOR in the corner of his room and 
     opens it.  He takes out a cup-sized TUPPERWARE CONTAINER from 
     the freezer, already filled with urine, albeit frozen, and 
     places it on a saucer to thaw overnight. 

     INT. BURNHAM HOUSE - MASTER BEDROOM - LATER THAT NIGHT

     Carolyn lies sleeping; Lester is awake, staring at the 
     ceiling.  After a moment, he gets up taking care not to 
     disturb Carolyn, and walks toward the bathroom.

     INT. BURNHAM HOUSE - MASTER BATH - CONTINUOUS

     LESTER enters and switches on the LIGHT. the ROOM is filled
     with STEAM. Lester looks around, confused, then focuses on:

     His POV: across from us, IN a PEDESTAL BATHTUB, is Angela.
     She smiles and beckons us, and we MOVE CLOSER. ROSE PETALS 
     float on the surface of the water, obscuring her naked body.

                           ANGELA
               I've been waiting for you.

     LESTER kneels By the BATHTUB like a MAN IN church. ANGELA
     reaches out and feels his biceps.

                           ANGELA (cont'd)
                                  Oh! You've been working 
               out, haven't you? I can 
               tell.

     She arches her BACK, and her breasts protrude Through the
     surface of the water. She looks up at Lester.

                           ANGELA (cont'd)
               I was hoping you'd give me a 
               bath... I'm very, very dirty.

     LESTER gives her a hard look, then slowly slips his hand into
     the water between her legs. Her eyes widen and she throws her 
     head back... and we SMASH CUT TO:

     INT. BURNHAM HOUSE 0- MASTER BEDROOM - CONTINUOUS

     CLOSE on Carolyn, her eyes wide, listening to the rhythmic
     BRUSH of Lester's hand as he masturbates under the covers.

     She flips over and faces him.

                           CAROLYN
               What are you doing?

     A beat.

                           LESTER
               What does it look like I'm doing?  
               I'm whacking off.

                           CAROLYN
               What?!

     She switches on the bedside light and gets out OF bed.
     Lester LAUGHS.

                           LESTER
               Spanking the monkey. Flogging the 
               bishop. Choking the chicken. 
               Jerking the gherkin.

                           CAROLYN
               How disgusting.

                           LESTER
               Oh. Well, forgive me, but I still 
               have blood pumping through my 
               veins!

     A beat. Carolyn sits IN a chair across the ROOM from him.

                           CAROLYN
               Lester. I refuse to live like 
               this. This is not a marriage.

                           LESTER
               This hasn't been a marriage for 
               years. But you were perfectly happy 
               as long as I kept my mouth shut. 
               Well, guess what? I've changed. And 
               the new me whacks off when he feels 
               horny, because you're obviously not 
               going to help me out in that 
               department.

                           CAROLYN
                   (furious)
               Don't mess with me, mister, or I 
               will divorce you so fast it'll make 
               your head spin!
                           LESTER
               On what grounds?  I'm not a drunk, 
               I don't fuck other women, I've 
               never hit you, or mistreated you, 
               or even tried to touch you since 
               you made it clear just how 
               unnecessary you consider me to be.  
               But.  I did support you while you 
               got your license.  And some people 
               might think that entitles me to 
               half of what's yours.

     She's stunned - it's clear he knows where she's most 
     vulnerable.  He sees this, and likes it; it feels good to win 
     for a change.  He curls up under the covers contentedly.

                           LESTER (cont'd)
               Turn the light off when you come 
               to bed, okay?

     Carolyn just sits there, staring at him with absolute hatred.

     FADE to BLACK.

     FADE IN:

     EXT. ROBIN HOOD TRAIL - EARLY MORNING

     We're FLYING high above the neighborhood, like in Lester's 
     dream at the beginning. Below us we see the two Jims, jogging. 
     We approach them steadily.

                           LESTER (V.O.)
               It's a great thing to realize you 
               still have the ability to surprise 
               yourself. Makes you wonder what 
               else you can do that you've 
               forgotten about...

     EXT. ROBIN HOOD TRAIL - CONTINUOUS

     We're now at street level, FOLLOWING the two Jims.

                           LESTER (O.C.)
               Hey! You guys!

     Still running, the Jims turn back in perfect unison to see:

     Their POV: LESTER, IN a baggy sweatshirt and a pair OF faded
     old Ithaca College sweatpants, runs toward them.

     They slow down until He catches UP, then the three men RUN
     together in the early morning light.

     JIM #2
               Lester, I didn't know you ran.

                           LESTER
                   (panting)
               Just started.

                           JIM #1
               Good for you.

                           LESTER
               I figured you guys might be able 
               to give me some pointers.  I need 
               to shape up.  Fast.

                           JIM #1
               Well, are you just looking to lose 
               weight, or do you want increased 
               strength and flexibility as well?

                           LESTER
               I want to look good naked.

     EXT. FITTS HOUSE - LATER

     The COLONEL is washing his Ford Explorer, squatting to scrub
     the bumper, when something catches his eye:

     His POV: LESTER and the Jims jog down the street.

     The Colonel stands, scowling. Ricky comes out of the house, 
     holding the URINE SPECIMEN CUP in front of him.

                           RICKY
               Here you go, Dad. Fresh-squeezed.

     But the Colonel doesn't take it; he just keeps staring at the 
     joggers, frowning.

                           COLONEL
               What is this, the fucking gay 
               pride parade?

     Just then, LESTER sees RICKY and waves.

                           LESTER
               Yo! Ricky!

     He breaks off from the two Jims, slapping one OF them on the
     back as he does, then heads down the Fitts' driveway. The 
     Colonel turns and looks at Ricky, uneasy.

                           RICKY
               That's Mr. Burnham. He lives next 
               door.

     LESTER jogs UP to them, out OF breath. He grabs hold OF his
     knees and bends over, panting.

                           LESTER
               My entire e life is flashing in 
               front of my eyes, and those two 
               barely broke a sweat. 

     He LAUGHS, and extends his hand to the Colonel.

                           LESTER (cont'd)
               Hi, I'm Lester Burnham.

                           COLONEL
                   (shakes)
               Colonel Frank Fitts, U.S. Marine 
               Corps.

                           LESTER
               Whoa.  Welcome to the 
               neighborhood, sir.

     He salutes the COLONEL good-naturedly, grinning.  the COLONEL
     doesn't think it's funny.  An awkward beat.

                           LESTER (cont'd)
               So, Ricky, uh, when you get a 
               chance, I just...
                   (stalls, then, pointed)
               I just was thinking about that 
               movie you told me about...

                           RICKY
                   (quickly)
               RE-ANIMATOR. Yeah. I've got it on 
               tape. Want to borrow it?
                   (before Lester can 
                   answer)
               It's up in my room. Come on.

     He heads into the house. LESTER smiles at the COLONEL, then
     follows him. The Colonel watches them go, his eyes dark.

     INT. FITTS HOUSE - living ROOM  MOMENTS LATER

     CLOSE on a TV: We're watching a NATURE DOCUMENTARY. Pale, 
     swollen ocean-bottom creatures lunge toward their unsuspecting 
     prey in SLOW MOTION.

     BARBARA FITTS sits across from the TV, looking somewhere IN
     its general direction. Ricky and Lester enter.

                           RICKY
               Mom. This is Lester. He lives next 
               door.

                           BARBARA
                   (distant)
               All right, be careful.

     RICKY and LESTER head UP the stairs.

     INT. FITTS HOUSE - RICKY'S BEDROOM - MOMENTS LATER

     RICKY enters, followed By Lester.

                           RICKY
               Can you hold his for a sec?

     He gives the URINE SPECIMEN to LESTER, then locks the door.

                           RICKY (cont'd)
               I don't think my dad would try to 
               come in when somebody else is here, 
               but you never know.

     RICKY crosses to a bureau and opens a DRAWER.  He takes
     clothing out and piles it on his bed.

                           LESTER
                   (re: urine cup)
               What is this?

                           RICKY
               Urine. I have to take a drug test 
               every six months to make sure I'm 
               clean. 

                           LESTER
               Are you kidding? You just smoked 
               with me last night.

                           RICKY
               It's not mine. One of my clients 
               is a nurse in a pediatrician's 
               office. I cut her a deal, she keeps 
               me in clean piss.

                           LESTER
               Sweet.

     Lester picks up a CD case from a shelf and examines it: it's 
     The Beatles' Sgt. Pepper's Lonely Hearts Club Band.

                           LESTER (cont'd)
               You a Beatles fan?

                           RICKY
               I like a lot of music.

                           LESTER
                   (mockingly)
               When everybody else in junior high 
               was listening to the Beatles, I was 
               into Three Dog Night.

     He shakes his head, then puts the CD Case down. RICKY, Having
     emptied the drawer, now removes a FALSE BOTTOM, revealing rows 
     of MARIJUANA tightly packed in ZIP-LOC BAGS.

                           RICKY
               How much do you want?

                           LESTER

     Uh, I'm not sure.  It's been a while.  How much is an ounce?

                           RICKY
                   (indicates bag)
               Well, this is totally decent, and 
               it's three hundred.

                           LESTER
               Wow.

                           RICKY
                   (indicates another bag)
               But this shit is top of the line, 
               It's called G-143.  Genetically 
               engineered by the U.S. Government.  
               Extremely potent.  But a completely 
               mellow high, no paranoia.

                           LESTER
               Is that what we smoked last night?

                           RICKY
               This is all I ever smoke.

                           LESTER
               How much?

                           RICKY
               Two grand.

                           LESTER
               Jesus. Things have certainly 
               changed since 1973.

                           RICKY
               You don't have to pay now. I know 
               you're good for it.

     A beat.

                           LESTER
               Thanks.

     RICKY hands him a bag OF the Top-OF-the-line dope.

                           RICKY
               There's a card in there with my 
               beeper number, feel free to call me 
               anytime day a  or night. Oh, and I 
               only accept

                           LESTER
                   (looks around room)
               Well, now I know how you can 
               afford all this equipment.  When I 
               was your age, I worked at 
               McDonald's all summer just to buy 
               an eight track.

                           RICKY
               That sucks.

                           LESTER
               Actually, it was probably the best 
               time of my life.  All I did was 
               party and get laid.

     RICKY starts putting the DRAWER BACK together.

                           RICKY
               My dad thinks I paid for all this 
               with catering jobs.
                   (laughs)
               Never underestimate the power of 
               denial.

     ANGLE ON Lester, smiling. This kid's cool.

     EXT. BURNHAM HOUSE - LATER THAT DAY

     Carolyn, carrying a basket OF fresh cut ROSES, passes By the
     GARAGE DOOR WINDOW. From inside the garage, we HEAR The 
     Beatles' "COME TOGETHER." Carolyn stops and SNIFFS the air, 
     frowning. She peers through the window.

     Her POV: LESTER, IN a T- shirt and gym short.9, lies on a new
     WEIGHT BENCH, doing bench presses with shiny new BARBELLS.

     INT. GARAGE - CONTINUOUS

     Come together blasts from a new BOOMBOX on the floor. LESTER
     finishes his last rep, straining, then puts the weights in 
     their rack on the bench and sits up, sweaty and out of breath. 
     He takes a drag off a joint, then picks up a BOOK off the 
     floor, a bodybuilding manual titled THE COMPLETE BOOK OF CHEST 
     AND ARMS.  Suddenly, the GARAGE DOOR starts to open. Lester 
     looks up, squinting at:

     His POV: the door raises to reveal Carolyn, silhouetted
     against the bright sunlight outside, standing in front of the 
     Mercedes-Benz ML320, pointing a REMOTE at us.

     LESTER just LAUGHS. Carolyn strides IN, still holding her
     basket of roses, angry. She tries to turn off the BOOMBOX, but 
     every time she pushes a button, it skips to the next song, or 
     he FM tuner, she yanks the power cord out of the wall.

                           LESTER
               Ooh.  Mom's mad.

                           CAROLYN
               What the hell do you think you're 
               doing?

                           LESTER
     Bench presses.  I'm going to wail on my pecs, and then I'm 
     going to do my back.

                           CAROLYN
               You're smoking pot now?  That's a 
               fine example to set for our 
               daughter.

                           LESTER
               You're one to talk, you bloodless, 
               money-grubbing freak.

     Carolyn is furious, But unable to think OF a response, Having
     accepted that reason is no longer an option with him.

                           CAROLYN
                   (finally, re: 
                   equipment)
               You took the Mercedes to get all 
               this stuff?

                           LESTER
               Of course I did. The Camry's too 
               small.

                           CAROLYN
               Were you stoned then?

                           LESTER
               What are you going to do, ground 
               me?

                           CAROLYN
               Lester, that is a forty-thousand 
               dollar car. I don't want you 
               driving it when -

                           LESTER
               Fine. I'll never drive your 
               precious Mercedes again. Big whoop. 
               It's just a glorified station wagon 
               that you paid way too much for 
               because you want to impress people.

     A beat. Carolyn stands there, powerless and hating it.

                           LESTER (cont'd)
               Do you mind? I'm trying to work 
               out here.
                   (then, suggestively)
               Unless you want to spot me.

     Struggling FOR dignity, Carolyn turns and walks out, then
     stops at the garage door and turns back to him.

                           CAROLYN
               You will not get away with this, 
               mister! I promise you!

     And she's gone.  Lester smiles, then leans back on the bench 
     and grabs the weights.

                           LESTER
                   (as he lifts)
               That's. What. You. Think.

     INT. OFFICE BUILDING - DAY

     CLOSE on a COMPUTER MONITOR: We're in some sort of virtual-
     reality post-apocalyptic environment.  Hideous armed MUTANTS 
     approach from all angles, shooting at us.  One by one, they're 
     blown away, their heads EXPLODING in geysers of BLOOD.

                           LESTER (O.C.)
               Take that, alien bitches!

     Lester sits in his cubicle at work, glued to his monitor, 
     feverishly handling a JOYSTICK.

                           LESTER (cont'd)
               Woo-hoo!

     From the surrounding cubicles, his co-workers watch blankly.

     INT. BRAD'S OFFICE - MOMENTS LATER

     BRAD is seated behind his desk, reading a document. LESTER
     sits across from him, smiling.

                           BRAD
                   (reads)
               ...my job consists of basically 
               masking my contempt for the 
               assholes in charge, and, at least 
               once a day, retiring to the men's 
               room so I can jerk off while I 
               fantasize about a life that doesn't 
               so closely resemble hell.
                   (looks up at Lester)
               Well, you obviously have no 
               interest in saving yourself.

                           LESTER
                   (laughs)
               I've spent fourteen years being a 
               whore for the advertising industry. 
               The only way I could save myself 
               now is to start firebombing.

                           BRAD
               Whatever. Management wants you 
               gone by the end of the day.

                           LESTER
               Whoa.  What kind of severance 
               package is "management" prepared to 
               give me?  Considering the 
               information I have about our 
               editorial director buying pussy 
               with company money.

     A beat.

                           LESTER (cont'd)
               Which I'm sure would interest the 
               I.R.S., since, technically, it does 
               constitute fraud.  And some of our 
               advertisers and rival publications 
               might like to know about it as 
               well.  Not to mention Craig's wife.

     A beat. BRAD sighs.

                           BRAD
               What do you want?

                           LESTER
               One year's salary, with continued 
               benefits.

                           BRAD
               That's not going to happen.

                           LESTER
               What if I throw in a little sexual 
               harassment charge?

     BRAD LAUGHS.

                           BRAD
               Against who? 

                           LESTER
               Against you.

     BRAD stops LAUGHING.

                           LESTER (cont'd)
               Can you prove you didn't offer to 
               save my job if I'd let you blow me?

     BRAD leans BACK IN his chair, studying Lester.

                           BRAD
               Man. You are one twisted fuck.

                           LESTER
                   (standing)
               Nope.  Just an ordinary guy with 
               nothing to lose.

     LESTER starts toward the door, then:

                           LESTER (cont'd)
               I hope you and I can still be 
               friends, Brad.  And even though you 
               didn't save my job...
                   (smiling)
               You can still blow me, asshole.

     And He exits.

     INT. RESTAURANT - the same DAY

     Carolyn sits at a table By herself, lost IN thought.  there
     are two menus on the table.  After a moment, Leonard Kane, the 
     Real Estate King, joins her.  Upon seeing him, Carolyn 
     immediately becomes warm and gracious.

                           CAROLYN
               Leonard.

                           LEONARD
               Carolyn.

     Carolyn smiles, genuinely touched THAT He remembers her name.

                           LEONARD (cont'd)
               I'm so sorry I kept you waiting. 
               Christy left for New York this 
               morning, and... let's just say 
               things were very hectic around my 
               house.

                           CAROLYN
               What's she doing in New York?

                           LEONARD
               She's moving there.
                   (off Carolyn's look)
               We're splitting up.

                           CAROLYN
               Leonard. I'm so sorry.

     She places her hand on his, Suddenly deeply concerned.

                           LEONARD
                   (bitterly)
               Yes, according to her1 I'm too 
               focused on my career. As if being 
               driven to succeed is some sort of 
               character flaw. Of course, she 
               certainly took advantage of the 
               lifestyle my success afforded her
                   (then laughing)
               Believe me, it's for the best.

                           CAROLYN
               But when I saw you two at the 
               party the other night, you seemed 
               perfectly happy.

                           LEONARD
               Well, call me crazy, but... it's 
               my philosophy that to actually be 
               successful, one must project an 
               image of success, at all times.

     He smiles, then opens his menu.  Carolyn picks hers UP
     mechanically, but continues to stare at him, enraptured, like 
     a fervent Christian who's just come face to face with Jesus.

     EXT. high SCHOOL CAMPUS - LATER THAT DAY

     Students pour out OF the BUILDING at the end OF the day.  we
     follow Jane and Angela as they head toward the parking lot. A 
     handsome teenage JOCK walks past them.

                           JOCK
                   (to Angela, grabbing 
                   his crotch)
               Just say the word, baby, and it's 
               yours.

                           ANGELA
               Great. Wrap it up and I'll take it 
               home. Oh, and I'd like thin slices, 
               please.

                           JOCK
                   (laughs)
               You know you want it, you stuck-up 
               bitch.

     And he's gone.

                           JANE
               What is with you? Everyone I know 
               is dying to do it with him.

                           ANGELA
               Oh, please. I would totally fall 
               asleep. Trust me, Jane, once you've 
               fucked that black guy who does the 
               Polo ads, you're a little spoiled.

     She spots something and grabs Jane's arm.

                           JANE
               Ow.

                           ANGELA
               Look.

     Her POV: RICKY stands at the edge OF the parking lot with his
     VIDEO CAMERA, videotaping something on the ground at his feet.

     ON VIDEO: A dead BIRD lays on the asphalt, decomposing, 
     covered with ants and flies.

                           ANGEL (O.C.) (cont'd)
               What are you doing?

     On VIDEO: the camera JERKS UP to discover JANE and ANGELA
     staring at us.

                           RICKY (O.C.)
               I was filming this dead bird. 

                           ANGELA
               Why?

                           RICKY (O.C.)
               Because it's beautiful.

     On VIDEO: ANGELA looks at JANE, trying not to laugh.

                           ANGELA
               I think maybe you forgot your 
               medication today, mental boy.

     On VIDEO: she falls out OF frame as we ZOOM IN on Jane.

                           RICKY (O.C.)
               Hi, Jane.

                           JANE
                   (uncomfortable)
               Look. I want you to stop filming 
               me.

     RICKY lowers the CAMERA.

                           RICKY
               Okay.

     He looks at her, curious, his eyes searching hers. she
     finally has to look away.

                           ANGELA
               Hey, I have an idea! Let's all go 
               to the mall together.
                   (off Jane's look)
               He can film us doing things.

                           JANE

     What kind OF things?

                           ANGELA
               I don't know.
                   (to Ricky, suggestive)
               What kind of things do you like to 
               film?

                           RICKY
                   (looking at Jane)
               Things that are beautiful.

                           ANGELA
               Okay.  We can take my car.

     ANGELA starts off.  JANE looks doubtful, But follows.

                           RICKY
                   (to Jane)
               Do you do everything she says?

                           JANE
                   (defensive)
               No. I want to go.

                           RICKY
               Okay. Just making sure.

     EXT. Top HAT MOTEL - the same DAY

     Carolyn's Mercedes-Benz ML320 is parked next to a forest 
     green JAGUAR CONVERTIBLE with a VANITY LICENSE PLATE that 
     reads "R E KING."

     INT. Top HAT MOTEL - CONTINUOUS

     Carolyn and Leonard are in the middle of sex. Dramatic, 
     pyrotechnic, vocal sex.

                           CAROLYN
               Yes! Oh, God, yes!

                           LEONARD
               You like getting nailed by the 
               king?

                           CAROLYN
               Yes! I love it! Oh, yes! Fuck me, 
               your majesty!

     INT. TOYOTA CAMRY - the same DAY

     LESTER drives, smoking a joint. He SINGS along to the
     Beatles' "GOT TO GET YOU INTO MY LIFE" on the STEREO.

                           LESTER
               I WAS ALONE, I TOOK A RIDE, I 
               DIDN'T KNOW WHAT I WOULD FIND 
               THERE... ANOTHER ROAD, WHERE MAYBE 
               I COULD SEE ANOTHER KIND OF MIND 
               THERE...

     He trails off, as something outside catches his attention:

     His POV: A FAST-FOOD RESTAURANT called SMILEY'S.  The logo on 
     the sign features a yellow SMILEY-FACE with a red tongue 
     licking its smiling lips.  Underneath it, plastic letters 
     spell out:  NOW TAKING APPLICATIONS.

     Lester's face suddenly takes on a far-away expression.

     INT. SMILEY'S - MOMENT LATER

     A slightly overweight TEENAGE GIRL mans the counter; behind 
     her, a couple of slow-moving teenagers work... vaguely.  They 
     all wear bright yellow uniforms and white BASEBALL CAPS which 
     feature the SMILEY'S logo.  Lester enters, straightening his 
     tie, and crosses to the counter.

                           COUNTER GIRL 
                   (zombie like)
               Smile, you're at Smiley's Would 
               you like to try our new bacon and 
               egg fajita, just a dollar twenty-
               nine for a limited time only?

                           LESTER
               Actually, I'd like to fill out an 
               application.

     She stares at him, confused By his age and attire.

                           COUNTER GIRL
               There's not jobs for manager, it's 
               just for counter.

                           LESTER
               Good. I'm looking for the least 
               possible amount of responsibility.

     INT. SMILEY'S - LATER

     LESTER sits at a booth with the MANAGER, a greasy kid wearing
     a white short sleeve shirt and a tie covered with the Smiley's 
     logo. He looks over Lester's application baffled.

                           MANAGER
               I don't think you'd fit in here.

                           LESTER
               I have fast food experience.

                           MANAGER
               Yes, like twenty years ago.

                           LESTER
               Well, I'm sure there have been 
               amazing technological advancements 
               in the industry, but... surely you 
               have some sort of training process.  
               It seems unfair to presume I won't 
               be able to learn.

     The Manger frowns, unconvinced.

                           LESTER (cont'd)
               Should you choose not to hire me, 
               I have to assume it's because of my 
               age, which I can only interpret as 
               discrimination and would have to 
               take up with my attorney.

     The Manager sighs and runs an hand through his greasy hair, 
     wondering what he could possibly have done to deserve this. 

     EXT. HIGHWAY - LATER

     Artificial Joy Club's "SICK AND BEAUTIFUL" blasts as Angela's 
     BMW speeds down the highway.

     INT. ANGELA'S BMW - CONTINUOUS

     ON VIDEO: Angela is driving; Jane is in the passenger seat. 
     We're watching from the back as they pass a JOINT. Angela 
     spots us in the REAR VIEW MIRROR and turns back to us.

                           ANGELA
               Hi. I'm Angela, and welcome to my 
               car. My guest today is Jane 
               Burnham. Jane, why don't you tell 
               us about yourself?

                           JANE
               No

                           ANGELA
               Oh, come on.
                   (a pointed look to us)
               I'm sure our audience wants to 
               know all about you.

                           JANE
               Angela, look out!
     ANGELA turns BACK around to see THAT traffic has Suddenly
     backed up in front of her. She slams on the BRAKES.

     EXT. HIGHWAY - CONTINUOUS

     Angela's BMW SCREECHES to halt, almost colliding with the car 
     in front of her.

     INT. ANGELA'S BMW - CONTINUOUS

     ANGELA and JANE sit there, stunned, breathing heavily.  RICKY
     seems completely unaffected.

                           RICKY
               What's going on?

                           JANE
               I think there's been a wreck.

                           RICKY
               Really? A big one?

     He rolls down a window, then starts to climb out OF it.

                           ANGELA
               What are you doing?

     EXT. ANGELA'S BMW - CONTINUOUS

     RICKY hangs out OF the CAR window, focusing his VIDEO camera
     as the traffic inches forward.

     On VIDEO: over the roofs OF the cars IN front OF us, we see
     the flashing LIGHTS of police cars and an ambulance, as well 
     as FLARES on the pavement. One car is completely totaled, and 
     PARAMEDICS are utilizing MACHINERY to release the driver.

     BACK on RICKY, hanging out the window.

                           RICKY
               Wow. I've always wanted to see the 
               Jaws of Life.

     INT. ANGELA'S BMW - CONTINUOUS

                           ANGELA
               What the fuck is he talking about?

     They're pulling up alongside the accident now. Jane cranes 
     her neck to look.

     Her POV: the paramedics pull the bloody, broken BODY OF a
     young man out of the car.

                           JANE
                   (disgusted)
               Oh God.

                           ANGELA
               Gross. There goes dinner.

     Past the accident Now, They return to normal speed with the
     rest of the traffic. Ricky climbs back into the car.

                           RICKY
               That was amazing.

                           JANE
                   (snort)
               What was amazing about it?

     A beat.

                           RICKY
               When you see something like that, 
               it's like God is looking right at 
               you, just for a second.  And if 
               you're careful, you can look right 
               back. 

     ANGELA rolls her eyes. But JANE looks at RICKY, intrigued.

                           JANE
               And what do you see?

                           RICKY
               Beauty.

                           JANE
                   (after a beat)
               Is it only dead things?

     RICKY seems surprised By This question.

                           RICKY
               No. Not at all. No, it's 
               everywhere. You just have to be 
               open to it.

     He looks at her, curious, his eyes searching hers. This time, 
     she doesn't look away. He smiles. Jane almost smiles back... 
     then:

                           JANE
                   (to Angela)
               You know what? Let's bag the mall. 
               It's boring.

     She glances BACK over her shoulder at RICKY and smiles.

                           ANGELA
               Whatever.
                   (to Ricky)
               Hey, turn that camera back on, and 
               do like it's my talk show again. 
               That was fun.

                           RICKY
               I'd rather not.

     His POV: ANGELA glares at us IN REAR view MIRROR.

     INT. Top HAT MOTEL - the same DAY

     Carolyn and Leonard are IN bed, post-sex, eating Club
     sandwiches from room service.

                           CAROLYN
               That was exactly what I needed.   
               The royal treatment, so to speak.

     She HOWLS, as if This were the funniest thing ever said.

                           CAROLYN (cont'd)
               I was soooo stressed out.

                           LEONARD
               Know what I do when I get that 
               way?

     Carolyn sits UP FOR This, eager to learn from the master.

                           LEONARD (cont'd)
               I fire a gun.

                           CAROLYN
                   (intrigued)
               Really.

                           LEONARD
               Yep. I go to this little firing 
               range downtown, pop off a few 
               rounds, and it always makes me feel 
               better.

                           CAROLYN
                   (embarrassed)
               I've never fired a gun before.

                           LEONARD
               Oh, you have to try it. Nothing 
               makes you feel more powerful.

     He grins, then reaches FOR her.

                           LEONARD
                   (cont'd)
               Well, almost nothing.

     Carolyn GASPS as his hand reach her neck. She's living some 
     kind of dream here, and she makes her most seductive face as 
     he pulls  her to him...

     INT. RECORD STORE - the same DAY

     LESTER, still IN his business suit, But Now wearing a
     Smiley's BASEBALL CAP, approaches the checkout counter with a 
     stack of about twenty CDs.  The CLERK, a young, trendy kid 
     wearing a BACKWARD BASEBALL CAP,  starts going through the 
     CDs.  We see the covers as he scans them:  The Beatles, The 
     Rolling Stones, Pink Floyd, Jimi Hendrix...

                           CLERK
               Catching up?

                           LESTER
               Yep.

     LESTER stands there, Smiling, as the clerk rings UP his sale.
     After a beat, he flips his baseball cap around so it's 
     backwards.

     EXT. BURNHAM HOUSE - LATER

     Angela's BMW pulls close to, but not into, the Burnham's 
     driveway. Jane and Ricky climb out, and Angela pulls off, her 
     tires SQUEALING as she goes.

                           JANE
               What's her problem?

                           RICKY
     She doesn't like when you're not totally focused on her.

     They start down the driveway.

                           JANE

     So, what's the most beautiful thing you've ever filmed?

     A beat.

                           RICKY
               I'll show it to you.

     INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

     Barbara Fitts sits absolutely still at the kitchen table, 
     staring off into space as if hypnotized. Behind her, Ricky 
     enters through the back door, followed by Jane. Barbara 
     doesn't seem to hear them. Ricky quietly takes his VIDEO 
     CAMERA out of his backpack and focuses it on his mother.

     ON VIDEO: We CIRCLE Barbara slowly until we're focused on her 
     face. We stay on her for a long beat, then:

                           RICKY (O.C.)
               Mom
                   (no response)
               Mom

     ON VIDEO: Barbara's eyes flutter and she turns to us slowly.

                           BARBARA
                   (pleasant)
               Yes?

                           RICKY (O.C.)
               What were you just thinking about?

                           BARBARA
               I...
                   (thinks)
               No. Nothing.

                           RICKY (O.C.)
               Wow.  People study meditation for 
               years to be able to reach that same 
               state of mind.

                           BARBARA
               Huh. What do you know.

                           RICKY (O.C.)
               Mom, I want you to meet somebody. 
               She's standing behind you.

     ON VIDEO: Barbara turns to Jane, who's embarrassed by this.

                           RICKY (cont'd)
               This is Jane.

                           BARBARA
               Oh, my. I apologize for the way 
               things look around here.

     On VIDEO: JANE glances around. the KITCHEN is spotless.

     INT. FITTS HOUSE - THE COLONEL'S STUDY - MOMENTS LATER

     We HEAR KEY TURNING IN the lock, then the door opens and
     Ricky enters, holding a RING OF KEYS, followed by Jane.

                           RICKY
               This is where my Dad hides out.

     GLASS CASES filled with GUNS line the wa