American Beauty Script - Screenplay

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						AMERICAN BEAUTY SCRIPT
					            Screenplay 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.  

					  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 walls.

					  JANE
			Wow. I take it he's got a thing 
			for guns.

	RICKY crosses to a built-IN CABINET behind the desk.

					  RICKY
			You got to see this one thing...

	He unlocks the CABINET and opens it, revealing shelves
	stacked with WAR MEMORABILIA.

					  RICKY (cont'd)
			Man, he would kill me if he knew I 
			was in here...

					  JANE
			Did you steal his keys?

					  RICKY
			No.  One of my clients is a 
			locksmith. He was short on cash so 
			I let him pay me in trade.

	He reaches into the CABINET and carefully removes an oval
	CHINA PLATTER which he hands to Jane. She examines it

					  RICKY (cont'd)
			Turn it over.

	CLOSE on the bottom OF the plate: a small SWASTIKA is
	imprinted in the center, surrounded by GERMAN LETTERING.

					  JANE
			Oh my God.

					  RICKY
			It's like official state china 
			from the Third Reich. There's like 
			this whole subculture of people who 
			collect this Nazi shit. But my dad 
			just has this one thing.

	He puts the platter back into the cabinet and shuts the door, 
	then notices Jane looking at him oddly.

					  RICKY (cont'd)
			What's wrong?

					  JANE
			Nothing.

					  RICKY
			    (concerned)
			No,  you're scared of me.

					  JANE
			No I'm not.

	But she is.  RICKY studies her.

					  RICKY
			Come on, let's go to my room

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

	RICKY enters, followed By Jane.  He shuts the door, then
	takes his VIDEO CAMERA out of his backpack.  Jane looks around 
	at all the AUDIO/VIDEO EQUIPMENT.

					  JANE
			So let me guess:  you want to be, 
			like a movie director or something.

	He doesn't answer, he just starts to videotape her.

					  JANE (cont'd)
			    (irritated)
			Ha. I should have known. You're 
			just like every other dweeb who 
			worships Quentin Tarantino for the 
			same reason you can't let go of 
			that camera: because you don't know 
			how to be a real person in real 
			life. It's so obvious.

					  RICKY
			You think you're not obvious? You 
			sit in front of your mirror, 
			wondering what it would be like to 
			be beautiful, like Angela. But the 
			truth is, you're more beautiful 
			than she'll ever be. Because you're 
			more real. Because you...

	He starts to SING, IN a clear, deep voice.

					  RICKY (cont'd)
			YOU... LIGHT UP MY LIFE...

	JANE stares at him, unsure whether she should laugh or run.

					  RICKY (cont'd)
			YOU GIVE ME HOPE... TO CARRY ON...

	She Finally LAUGHS. He lowers the camera and smiles.

					  RICKY (cont'd)
			Want to see the most beautiful 
			thing I've ever filmed?

	INT. FITTS HOUSE - RICKY'S BEDROOM - LATER

	On VIDEO: were IN an empty parking lot on a cold, gray day.
	Something is floating across from us... it's an empty, 
	wrinkled, white  PLASTIC BAG. We follow it as the wind carries 
	it in a circle around us, sometimes whipping it about 
	violently, or, without warning, sending it soaring skyward, 
	then letting it float gracefully down to the ground...

	Jane sits on the bed.  She watches Ricky's WIDE-SCREEN TV, 
	her brow furrowed, trying to figure out why this is beautiful.

	From a chair across the ROOM, RICKY watches, smiling.

					  RICKY
			It was one of those days when it's 
			a minute away from snowing and 
			there's this electricity in the 
			air, you can almost hear it, right?  
			And this bag was like, dancing with 
			me.  Like a little kid begging me 
			to play with it.  For fifteen 
			minutes.  And that's the day I knew 
			there was this entire life behind 
			things, and ... this incredibly 
			benevolent force, that wanted me to 
			know there was no reason to be 
			afraid.  Ever.

	A beat.

					  RICKY (cont'd)
			Video's a poor excuse. But it 
			helps me remember... and I need to 
			remember...

	Now JANE is watching him.

					  RICKY (cont'd)
			    (distant)
			Sometimes there's so much beauty 
			in the world I feel like I can't 
			take it, like my heart's going to 
			cave in.

	He points a REMOTE at the TV and switches it off, then just
	sits there lost in thought, not unlike his mother.

	After a moment, JANE gets up. RICKY watches impassively as
	she kneels in front of him and takes his hands and kisses 
	them. Then she leans up and kisses him softly on the lips. His 
	eyes scan hers, curious to see how she reacts to this...

					  JANE
			    (suddenly)
			Oh my God. What time is it?

	INT. BURNHAM HOUSE - DINING ROOM - MOMENTS LATER

	We HEAR Jack Jones singing "YOU'D BETTER LOVE ME." Lester is 
	seated at the dining table, in a T-shirt and jeans, eating his 
	dinner voraciously and drinking beer from a bottle. Across 
	from him, Carolyn picks at her food, watching him with 
	contempt.  He HEAR the back door SLAM, then Jane enters and 
	quickly takes her seat at the table.

					  JANE
			Sorry I'm late.

					  CAROLYN
			That's quite all right, dear.  
			Your father and I were just 
			discussing his day at work.
			    (to Lester)
			Why don't you tell our daughter 
			about it, honey?

	JANE stares at both her parents, apprehensive.  LESTER looks
	at Carolyn darkly, then flashes a "you-asked-for-it" grin.

					  LESTER
			Janie, today I quit my job. I also 
			told my boss to fuck himself, and 
			then blackmailed him for almost 
			sixty-thousand dollars. Pass the 
			asparagus.

					  CAROLYN
			Your father seems to think this 
			kind of behavior is something to be 
			proud of.

					  LESTER
			And your mother seems to prefer I 
			go through life like a fucking 
			prisoner while she keeps my dick in 
			a mason jar under the sink.

					  CAROLYN
			    (ashen)
			How dare you speak to me like that 
			in front of her?

					  LESTER
			Will someone please pass me the 
			asparagus?

					  CAROLYN
			    (to Lester)
			I hope you don't think for one 
			minute I'm going to support you

					  LESTER
			I already have another job.

					  JANE
			    (rises
			Okay, guys? I'm not going to be a 
			part of this.

					  LESTER
			    (means it)
			Sit down.

	JANE does So immediately, surprised and intimidated By the
	power in her father's voice.  Lester gets up, crosses to the 
	other side of the table to get a PLATE OF ASPARAGUS, then sits 
	again as he serves himself.

					  LESTER (cont'd)
			I'm sick of being treated like I 
			don't exist.  You both do whatever 
			you want to do, whenever you want 
			to do it and I don't complain.  All 
			I want is the same courtesy - 

					  CAROLYN
			    (overlapping)
			Do you really think -

	LESTER hurls the plate OF asparagus against the wall with
	such force it SHATTERS, frightening Carolyn and Jane.

					  LESTER
			Don't interrupt me, honey.

	He goes BACK to eating his meal, as if nothing unusual has
	happened. Carolyn sits in her chair, shivering with rage. Jane 
	just stares at the plate in front of her. "YOU'D BETTER LOVE 
	ME" continues to play on the STEREO.

					  LESTER (cont'd)
			Oh, and another thing. From now 
			on, we're going to alternate our 
			dinner music. Because frankly, and 
			I don't think I'm alone here, I'm 
			really tired of this Lawrence Welk 
			shit.

	EXT. ROBIN HOOD TRAIL - CONTINUOUS

	The Colonel's Ford Explorer winds down the street.

	INT. COLONEL'S FORD EXPLORER - CONTINUOUS

	The COLONEL drives, stoic as always. something outside
	catches the Colonel's eye.

	His POV: We're driving past the two Jims' house. They're 
	reclining in their SWING, their dog Bitsy curled up at their 
	feet.  One Jim runs his hand through the other's hair and 
	kisses him lightly.

	The Colonel stares, 0utraged.

	INT. BURNHAM HOUSE - JANE'S BEDROOM - LATER

	JANE is sprawled on her bed, talking on the phone.

					  JANE
			Oh my God, Angela, it was like 
			they both turned into maniacs right 
			in from of me.  And I think my ad 
			was high...

	There is a KNOCK at the door.

					  JANE (cont'd)
			I'll have to call you back. 

	She hangs up the phone, then calls out:

					  JANE (cont'd)
			Go. Away.

					  CAROLYN (O.C.)
			Honey, please let me in.

	JANE rolls her eyes, crosses to the door and opens it.

					  CAROLYN (cont'd) (entering)
			I wish you hadn't witnessed that 
			awful scene tonight. But in a way, 
			I'm glad.

					  JANE
			Why, so I could see what freaks 
			you and Dad really are?

					  CAROLYN
			Me?

	She stares at JANE, then starts to cry.

					  JANE
			Aw, Christ, Mom.

					  CAROLYN
			    (tearful)
			The reason I'm glad is because 
			you're old enough to learn the most 
			important lesson in life: you 
			cannot count on anyone except 
			yourself. It's sad, but the and the 
			sooner you learn it, the better off 
			you'll be.

					  JANE
			Look, I really don't feel like 
			having a Kodak moment, here - 

	Carolyn Suddenly SLAPS JANE, hard.

					  CAROLYN
			You ungrateful little brat.  Just 
			look at everything you have.  When 
			I was your age, I lived in a 
			duplex.  We didn't even have our 
			own house.

	Embarrassed By her behavior, she quickly leaves.  JANE sits
	on the bed for a moment, rubbing her cheek.  Then crosses to 
	the window and looks out.

	EXT. FITTS HOUSE - CONTINUOUS

	Jane's POV: We're across from Ricky's room, peering in. He's 
	moved his desk chair over by the window, where he sits with 
	his VIDEO CAMERA, videotaping us. On the WIDE ~ TV behind him, 
	we see Jane standing in her window as she looks across at him. 
	She waves. Ricky just keeps videotaping. A beat, then she 
	starts to unbutton her shirt.

	INT. FITTS HOUSE - THE COLONEL'S STUDY - CONTINUOUS

	We HEAR KEYS TURNING, then the door opens and the COLONEL
	enters, still disturbed by what he just saw. He places his 
	briefcase and KEYS on the desk, then sits and tries to sort 
	through the mail in his hand. Unable to concentrate, he throws 
	the mail down, angry. He sits very still for a moment, some 
	internal struggle obviously taking place, then grabs his KEYS 
	off the desk and turns to unlock the built-in CABINET behind 
	the desk, only to find that it's already open...

	INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

	We're behind Ricky, as he videotapes Jane in her window. She 
	has now removed her shirt and jeans. She stands there in her 
	bra and panties, then reaches behind her back to unhook the 
	bra...

	On VIDEO: we ZOOM toward JANE as she takes off her bra
	clumsily. She's obviously embarrassed, but she's gone this far 
	and there's no turning back. She stands there with her breasts 
	exposed, trying to look defiant, but she's achingly 
	vulnerable. We continue ZOOMING toward her face, as close as 
	we can get to the desperate yearning in her eyes...

	Suddenly, the door is thrown open and the Colonel enters, 
	incensed, carrying his KEYS. Startled, Ricky turns around. As 
	soon as his eyes meet his father's, he knows what's up.

					  RICKY
			Dad, I just wanted to show-

					  COLONEL
			You little bastard - 

	He lunges toward RICKY, who scrambles to dodge him. But the
	Colonel is too fast and too agile; he quickly grabs the boy by 
	the throat and shoves him up against the wall.

	EXT. BURNHAM HOUSE - CONTINUOUS

	Jane's POV:  In the WINDOW across from us, the Colonel 
	proceeds to give Ricky a serious beating, punching his face.

	INT. FITTS HOUSE - RICKY'S BEDROOM - Continuous

	Ricky's lip is bleeping, but he maintains a clear steady gaze 
	at this father during this violence. 

					  COLONEL
			    (unnerved)
			Fight back you little pussy!

					  RICKY
			No, sir. I won't fight you.

	Gradually, the COLONEL winds down. He lets go OF RICKY and
	sinks into a chair, breathing hard.

					  COLONEL
			How did you get in there?

					  RICKY
			I picked the lock.

					  COLONEL
			What were you looking for? Money? 
			Are you on dope again?

					  RICKY
			No sir. I was showing my 
			girlfriend your Nazi plate.

	A beat.

					  COLONEL
			Girlfriend?

					  RICKY
			Yes, sir. She lives next door. The 
			Colonel glances toward the window.

	His POV: IN the window across from us, JANE peeks out from
	behind the curtain.  She quickly pulls it shut.

					  RICKY (cont'd)
			Her name's Jane.

	A beat.  the COLONEL is Suddenly, deeply shamed.

					  COLONEL
			This is for your own good, boy.  
			You have no respect for other 
			people's things, for authority, 
			for... anything.

					  RICKY
			I know.  I'm sorry.

					  COLONEL
			You need structure, you need 
			discipline - 

					  RICKY
			    (simultaneous)
			Discipline.  I know.  Thank you 
			for trying to teach me.
			    (then)
			Don't give up on me, Dad.

	The COLONEL, still breathing heavily, regards his son. FOR
	the briefest moment, we see a flash of tenderness across his 
	face, but then it's gone. He gets up.

					  COLONEL
			You stay out of there.

	He leaves, quickly, glancing BACK toward the window on his
	way out. Ricky then gets up and goes into his bathroom, where 
	he starts to calmly wash the blood from his face.

	INT. BURNHAM HOUSE - JANE' S BEDROOM - CONTINUOUS

	JANE sits on her bed crying, shaken By What she just saw.

	INT. FITTS HOUSE - THE COLONEL'S STUDY - CONTINUOUS

	The COLONEL enters, still breathing heavily, and locks the
	door behind him. He paces for a moment, agitated, then crosses 
	to the built-in CABINET behind his desk and opens it. He 
	removes the Nazi platter and gingerly places it on the desk, 
	then does the same with several other items until he uncovers 
	a small METAL BOX. He sits behind the desk, staring at the 
	box, troubled. He finally opens it.

	ANGLE ON the open box: it's filled with PHOTOGRAPHS. The 
	Colonel pulls one from the bottom of the box...

	CLOSE on the grainy BLACK & WHITE PHOTOGRAPH IN his callused
	hands: it's of TWO YOUNG SERVICEMEN standing in front of a 
	Jeep, both shirtless and wearing fatigues. Their muscular arms 
	are draped lazily around each other's shoulders as they grin 
	for the camera. One of these men is the Colonel himself, 
	albeit much younger - almost thirty years younger.

	CLOSE on the Colonel's face as he studies the photo.  His 
	breathing has finally relaxed; his face has gone vacant.

	INT. FITTS HOUSE - MASTER BEDROOM - NIGHT

	It's late at night.  We're looking down on the Colonel and 
	Barbara in bed.  She SNORES softly, but the Colonel is awake, 
	staring straight up at us.  After a moment he pushes the 
	covers back, gets out of bed and exits the room noisily, but 
	Barbara is sleeping the sleep of the dead and doesn't wake.

	INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

	The COLONEL enters, agitated.  He flips on the LIGHTS, then
	opens the refrigerator, scans its contents, and closes the 
	door without having noticed what was inside. He paces around 
	the kitchen, then stops in his tracks when he sees:

	His POV: Through the window over the sink, we can see Through
	the GARAGE DOOR WINDOW of the Burnham house next door. Inside 
	the garage, Lester, wearing only briefs, stands doing shoulder 
	presses. His upper body, glistening in sweat, is pumped.

	The COLONEL quickly crosses to the light switch and switches
	the LIGHTS OFF. He stands absolutely still for a moment, then 
	drags a chair from the kitchen table over to the sink and sits 
	in the dark, watching Lester.

	FADE to BLACK.

	IN darkness, we HEAR repetitive GUNSHOTS.

	FADE IN:

	INT. INDOOR FIRING RANGE - DAY

	Carolyn, wearing PROTECTIVE HEADGEAR, is holding a GLOCK 19 
	AUTOMATIC REVOLVER with both hands, FIRING it directly at us.

	A DIFFERENT ANGLE reveals she is at an INDOOR FIRING range.
	She empties a round and stands there, exhilarated by the 
	experience. An ATTENDANT approaches with a new round of 
	ammunition.

					  ATTENDANT
			    (loading gun)
			I gotta say, Mrs. Burnham, when 
			you first came in here, I thought 
			you would be hopeless.  But you're 
			a natural.

					  CAROLYN
			Well, all I know is...

	She starts FIRING again.

					  CAROLYN (cont'd)
			I love shooting this gun!

	INT. MERCEDES-BENZ ML3020 - LATER

	Ella Fitzgerald sings "GET HAPPY" on the RADIO.  Carolyn 
	drives SINGING along.  Her face has dropped the resolute 
	determination we're used to; she's actually enjoying herself 
	spontaneously, and the lack of her usual self-consciousness 
	allows us to see just how beautiful she is.  She reaches over 
	suddenly and opens the glove compartment.  

	ANGLE ON the open glove compartment:  Carolyn's GLOCK 19 
	rests on top of some CDs.

	Carolyn takes the gun out and holds it at arm's length, 
	admiring it as she continues to SING.

	EXT. ROBIN HOOD TRAIL - CONTINUOUS

	The MERCEDES-BENZ ML320 turns onto ROBIN Hood Trail.

	INT. MERCEDES-BENZ ML320 - CONTINUOUS

	Carolyn's POV: We approach the Burnham house and turn into 
	the driveway. A red 1972 PONTIAC GTO with black racing stripes 
	blocks our access to the garage. We come to a stop.

	ANGLE ON Carolyn's face as she stares at the GTO. She doesn't 
	like having things in her way.
	
	INT. BURNHAM HOUSE - FAMILY ROOM - MOMENTS LATER

	CLOSE on the TV screen: The "FLINTSTONES" THEME SONG plays, 
	and Fred Flintstone bangs on the door of his prehistoric home, 
	yelling, "Wilma!" as the closing credits scroll past.

	LESTER is sprawled on the couch IN his underwear, drinking a
	beer and watching TV. His working out is beginning to produce 
	results. Carolyn enters through the kitchen. She stands there, 
	staring at Lester. After a moment, he looks up at her.

					  LESTER
			What?

					  CAROLYN
			Whose car is that out front?

					  LESTER
			Mine.  1972 Pontiac GTO.  The car 
			I always wanted and now I have it.  
			I rule!

					  CAROLYN
			Where's the Camry?

					  LESTER
			I traded it in.

					  CAROLYN
			Shouldn't you have consulted me 
			first?

					  LESTER
			Hm. Let me think... No.
			    (off her look)
			You never drove it.

	A beat.

					  CAROLYN
			Where's Jane?

					  LESTER
			    (mimicking her) 
			Where's the Camry? Where's Jane? 
			Where's my butt?
			    (then)
			I don't know where Jane is. She's 
			probably as far away from you as 
			she could get.

	Carolyn regards him Through narrow eyes, filled with hate.

					  CAROLYN
			    (quietly)
			I'm not as helpless as you think I 
			am.

	He looks UP at her. Carolyn holds his gaze FOR a beat, then
	turns and walks out of the room.

	INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

	We HEAR Babybird's "ATOMIC SODA."

	ON VIDEO: We're outside, in a wooded area, looking up at the 
	sun through tree branches, then we PAN down to see a path 
	through the trees in front of us. SOMETHING OUT OF FOCUS 
	crosses by in front us, obscuring our view. We slowly ZOOM 
	back and see that it's Jane, or rather, just a corner of her 
	face, as she looks at us, her eyes shining. Her hand brushes 
	the hair off her face and we stay on her hand. It swings back 
	and forth gracefully she walks ahead in front of us... we JUMP 
	CUT to:

	ON VIDEO: CLOSE on Jane's naked calves, her jeans rolled up, 
	as she dangles her feet in a pond. The water RIPPLES in 
	concentric circles every time she dips her toes in, not unlike 
	the water in the jail cell sink at the beginning... we JUMP 
	CUT to:

	ON VIDEO: We're MOVING in a circle, as Jane runs around us in 
	the opposite direction, so that we see only FLASHES OF HER 
	RUNNING by, LAUGHING... JUMP CUT to:

	On VIDEO: JANE IN profile, looking toward the sky, her yes
	shut, enjoying the sun on her face.

					  RICKY (O.C.)
			Jesus, you're beautiful.

	She looks at us and smiles, her guard down, her face empty OF
	its usual vaguely contemptuous expression, and, indeed, she is 
	beautiful: young, happy, hopeful.  We linger on her face for a 
	moment.  She brings her hand up to caress her cheek, and then, 
	still smiling, she slowly flips us the bird... we JUMP CUT to:

	ON VIDEO: We're looking at Jane's SHADOW, clearly delineated 
	by the bright sun against a textured carpet of fallen leaves 
	on the forest floor. We HEAR her GIGGLE as she makes shadow 
	puppets with her hand, then we MOVE around so that we're 
	looking up at her, silhouetted against the Bun. Even though we 
	can't make out her features, this image seems transcendent, 
	almost religious.

	ON VIDEO: Jane in Ricky's bed, naked. She quickly pulls a 
	sheet up over her breasts.

					  JANE
			    (shy)
			Don' t.

	PULLING BACK, we see we've been watching the WIDE-SCREEN TV 
	in Ricky's room.

	A CORD leads from the TV to Ricky's VIDEO CAMERA. Ricky holds 
	the camera, sitting naked in his desk chair. It's been almost 
	a month since he was beaten up by his father, and there are a 
	couple of slight SCARS on his face. He's focusing his camera 
	on Jane, who's lying in his bed. We see her image on the TV. 
	Babybird's "ATOMIC SODA" plays on the STEREO.

					  RICKY
			Why?

					  JANE
			    (re: image on TV)
			It's okay when you're just filming 
			me, because that's just you, 
			looking at me.  But it's weird, 
			watching myself.  I don't like how 
			I look.

					  RICKY
			I can't believe you don't know how 
			beautiful you are. 

					  JANE
			Look, I'm not going to sit here 
			for that shit.

	She gets out OF bed, takes his camera and focuses it on him.
	We see his image on the TV as she videotapes.

					  JANE (cont'd)
			Ha.  How does it feel now?

					  RICKY
			Fine.

					  JANE
			You don't feel naked?

					  RICKY
			I am naked.

					  JANE
			You know what I mean.

	Jane ZOOMS in on his face, which remains placid, still, 
	expressionless.

					  JANE (cont'd)
			Tell me about being in the 
			hospital.

	RICKY smiles.

					  RICKY
			When I was fourteen, my dad caught 
			me smoking dope. He totally freaked 
			and sent me to military school. I 
			told you his whole thing about 
			structure, and discipline, right?
			    (laughs)
			Well, of course, I got kicked out. 
			Dad and I had this huge fight, and 
			he hit me... and then the next day, 
			at school, some kid made a crack 
			about my haircut, and I just... 
			snapped. I wanted to kill him. And 
			I would have, if they hadn't pulled 
			me off him.
			    (then)
			That's when my dad put me in the 
			hospital. They drugged me up and I 
			was
			there for almost two years.

					  JANE
			You must really hate him.

					  RICKY
			He's not really a bad man.  He's 
			just one of those people who needs 
			everybody to make the same choices 
			he did.  So he can feel good about 
			himself.

					  JANE
			Yeah, but you lost two whole years 
			of your life.

					  RICKY
			I didn't lose them.  It taught me 
			how to step back, and just... 
			watch, and not take everything so 
			personally.  And that's something I 
			needed to learn.  That's something 
			everybody needs to learn.

	He grabs a half-smoked JOINT from an ashtray and LIGHTS it.

					  JANE
			Well... you better believe I'd 
			hate my father if he did something 
			like that
			to me.
			    (laughs)
			Wait. I do hate my father.

					  RICKY
			Why?

	He passes her the JOINT, then takes the camera and focuses it
	on her. We see her image on the TV as he videotapes.

					  JANE
			He's a total asshole and he's got 
			the hots for my friend Angela and 
			it's disgusting.

					  RICKY
			What, you'd rather he had the hots 
			for you?

					  JANE
			Gross, no!
			    (then)
			But it'd be nice if I was anywhere 
			near as important to him as she is.

	She LAUGHS, then leans BACK and takes a drag off the joint.

					  JANE
			I know you think my dad's 
			harmless, but you're wrong. He's 
			doing massive psychological damage 
			to me.

					  RICKY
			How?

	JANE looks into the camera, a loopy, stoned grin on her face.

					  JANE
			Hey. I need structure, okay?  I 
			need discipline.

	She LAUGHS.  So does Ricky, and Jane's image on the TV SHAKES 
	a little.  She takes a deep drag off the joint, and Ricky 
	ZOOMS in on her face as she exhales.

					  JANE (cont'd)
			I'm serious, though.  How can he 
			not be damaging me?  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
			Want me to kill him for you?

	JANE stares at him incredulously, then LAUGHS.

					  JANE
			Yeah, would you?

					  RICKY
			It'll cost you.

					  JANE
			I've been baby-sitting since I was 
			ten, I've got almost three thousand 
			dollars. I was saving it for a boob 
			job.

	She stands and shakes her breasts, then falls BACK on to the
	bed, LAUGHING.

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

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

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

	She smiles dreamily at him.  He turns other camera off and
	the TV screen goes BLUE.  He lowers the camera and looks at 
	her intently.

					  JANE (cont'd)
			    (suddenly nervous)
			You know I'm not serious, right?

					  RICKY
			Of course.

	He puts the camera down and joins JANE on the bed.  a long
	moment where neither of them speaks.  He caresses her hair, 
	gazing into her eyes.  Jane touches one of the scars on his 
	face.  He smiles.

					  RICKY (cont'd)
			Do you know how lucky we are to 
			have found each other?

	EXT. ROBIN HOOD TRAIL - EARLY MORNING

	We re FLYING high above ROBIN HOOD TRAIL, just as we were at
	the beginning, during Lester's dream. We see the BURNHAM1S 
	HOUSE below us as we approach it steadily. The Jims' dog Bitsy 
	looks up at us and BARKS from their yard across the street.

					  LESTER (V.O.)
			Remember those posters that said, 
			Today is the first day of the rest 
			of your life?  Well, that's true 
			of every day except one.
			    (a beat)
			The day that you die.

	We're almost on top of the Burnham house now, as Lester, 
	wearing sweatpants and running shoes, bursts out of the front 
	door and dashes up the driveway.

	EXT. ROBIN HOOD TRAIL - a SHORT TIME LATER

	We're now at street level, BACKING down Robin Hood Trail as 
	Lester runs toward us. He carries a WALKMAN and wears 
	EARPHONES, and we HEAR The Beatles singing "BACK IN THE 
	U.S.S.R." as he runs. The endorphins have kicked in, and 
	Lester grins, reveling in the sheer physical pleasure of his 
	body. 

	INT. BURNHAM HOUSE - KITCHEN - a SHORT TIME LATER

	The blender GRINDS as LESTER, still IN his sweatpants, makes
	himself a high-protein shake. He's in excellent shape - even 
	his posture has changed and he moves with the confident, easy 
	swagger of an athlete.  Jane watches him blankly from the 
	kitchen table.

	Carolyn enters.  By now, she hates Lester so much she won't 
	even look at him.  As she rinses out a coffee cup, Lester 
	leans against the counter, drinking his shake directly form 
	the blender pitcher, eyeing her.  He's got newfound sexual 
	energy that makes her uncomfortable, and he knows it.  Carolyn 
	quickly dries off the coffee cup and starts out.

					  CAROLYN
			Jane, Hurry up.  I have a very 
			important appointment - 

					  JANE
			Mom, is it okay if Angela sleeps 
			over tonight?

	Jane looks at Lester to see how he reacts.  He doesn't.

					  CAROLYN
			Of course it's okay. She's always 
			welcome here.
			    (on her way out)
			I thought you and Angela might 
			have had a fight. We haven't seen 
			her in a while.

	And she's gone. Jane continues staring at her father. 
	Finally, he glances over at her.

					  JANE
			    (nervous)
			I've been too embarrassed to 
			invite her over. Because you always 
			hang around when she comes over, 
			and you, you -stare at her all the 
			time, like you're drunk. It's 
			disgusting.

	A beat.

					  LESTER
			If you don't watch out, you're 
			going to turn into a real bitch, 
			just like your mother.

	JANE is stunned. she quickly rises, trying to get out OF the
	kitchen before he can see her crying. As she goes, we see the 
	immediate regret in Lester's eyes.

	INT. FITTS HOUSE - KITCHEN - the same TIME

	RICKY and the COLONEL sit at the table, eating IN silence.
	Barbara glides back and forth behind them like a ghost. The 
	Colonel glances at the scars on his son's face... and for a 
	moment, we see the depth of his love for this boy. Then Ricky 
	looks up at him, and the Colonel is suddenly self-conscious.

					  COLONEL
			How's your food?

					  RICKY
			It's good.
			    (then)
			Oh, Dad.  I don't need a ride this 
			morning.  I'm going to go in with 
			Jane and her mom.

					  COLONEL
			    (startled)
			Jane?

					  RICKY
			My girlfriend.

	Just then, BARBARA leans IN, serving bacon out OF a pan.

					  RICKY (cont'd)
			Mom. Bacon?

					  BARBARA
			    (cheerful)
			I know, I remember what you told 
			me, so I made it extra crispy!

	She crosses off. from outside, we HEAR a CAR HORN, and RICKY
	gets up from the table.

					  RICKY
			Gotta go.

	EXT. FITTS HOUSE - front PORCH - MOMENTS LATER

	RICKY emerges from the HOUSE, followed By the COLONEL, who
	watches his son as he heads toward the Burnham house.

	His POV: Carolyn waves from the MERCEDES-BENZ ML320, flashing
	an insincere smile. Jane leans forward from the passenger seat 
	and glares at us. As Ricky starts to get in the car, Lester 
	emerges from the house in his sweatpants.

					  LESTER
			Yo, Ricky. How's it going?

					  RICKY
			Pretty decent, Mr. Burnham.

	Then RICKY pulls his door shut, But not before LESTER mouths
	call me and Ricky gives a slight nod in acknowledgment.

	CLOSE on the Colonel's face: he looks confused.

	His POV: The car backs out of the driveway. Lester yawns, 
	stretches and runs his hands up and down his torso 
	absentmindedly...and then he glances at us, suddenly aware 
	he's being watched.  He studies us for a beat, then grins and 
	salutes.  He LAUGHS as he turns to go inside the house.

	CLOSE on the Colonel transfixed by what he's just seen, not 
	unlike Lester was when he first saw Angela.

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

	The door swings open silently and the COLONEL enters.  He
	looks through the stuff on top of Ricky's bureau then opens 
	the drawers, sifting through clothing inside.  He opens the 
	DRAWER in which we know Ricky keeps his stash of marijuana, 
	but he doesn't discover its false bottom.  He stands and looks 
	around, his eyes finally landing on:

	A stack of HI-8 VIDEOCASSETTES next to Ricky's computer. 

	The COLONEL turns on the TV: we see Matlock, without sound.
	The Colonel grabs a random VIDEOCASSETTE from the stack, pops 
	it into the VIDEO CAMERA, which is still connected to the TV, 
	and, after examining the camera, presses the play button. On 
	the TV, Matlock suddenly gives way to...

	ON VIDEO: Through the Burnham's 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 some 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...

	The Colonel sinks slowly onto Ricky's bed, mesmerized.

	EXT. parking lot - LATER THAT DAY

	Carolyn walks across a parking lot with Leonard Kane, the
	Real Estate King.

					  CAROLYN
			You know, I rarely frequent places 
			like this, but...

	Leonard opens the door OF a BUILDING FOR her.

					  CAROLYN (cont'd)
			I think I can allow myself junk 
			food, after the workout we had this 
			morning.

	She SQUEALS with LAUGHTER as They go inside. the door shuts
	behind them.  On it we see the SMILEY'S LOGO. 

	INT. SMILEY'S - CONTINUOUS

	A FEW people stand IN line at the counter. Carolyn enters
	with Leonard. He whispers something to her and she LAUGHS 
	uproariously.

	IN the KITCHEN, which is separated from the counter By a
	partition made up of various food service equipment, we see 
	Lester, in a Smiley's uniform and baseball cap, flipping 
	burgers on a grill.  He recognizes Carolyn's LAUGH and peers 
	over the partition.

	His POV: Carolyn and Leonard stand at the counter, scanning
	the menu overhead.  She leans against him affectionately.

	Lester's face darkens, and then... he smiles.  He adjusts his 
	cap, and crosses toward the counter.

	CLOSE on Carolyn and Leonard, peering UP at the menu.

					  CAROLYN
			What's good here?

					  LEONARD
			    (a grin)
			Nothing.

					  CAROLYN
			    (turns to him)
			Then I guess we'll just have to be 
			bad, won't we?

	And just as they're about to kiss...

					  LESTER (O.C.)
			Smile, you're at Smiley's.

	Carolyn almost jumps out of her skin. She stares at us, 
	startled, and quickly disengages herself from Leonard.

	Her POV: LESTER leers at us, DRIPPING with sarcasm.

					  LESTER (cont'd)
			Would you like to try our new beef 
			and cheese pot pie on a stick, just 
			a dollar ninety nine, for a limited 
			time only?

	Carolyn struggles to appear nonchalant.

					  CAROLYN
			    (re: Leonard)
			We just came from a seminar.
			    (then, all business))
			Leonard, this is my -

					  LESTER
			Her husband. We've met before, but 
			something tells me you're going 
			[to] remember this time.

					  CAROLYN
			Lester, please don't -

					  LESTER
			    (loving this)
			Uh-un, You don't get to tell me 
			what to do.  Ever again.

	Carolyn closes her eyes, defeated, then turns and walks out.
	Leonard glances at Lester, embarrassed, then follows Carolyn.

					  LESTER (cont'd)
			    (calls after them)
			Smile!  You're at Smiley's!

	EXT. Top HAT MOTEL _ a SHORT TIME LATER

	The sky is filled with ominous gray clouds, and the wind
	whips garbage across the parking lot as Carolyn's Mercedes-
	Benz ML320 pulls in next to Leonard's Jaguar.

	INT. MERCEDES-BENZ ML320 - CONTINUOUS

	The engine is still running.  Carolyn sits IN the driver
	seat, gripping the wheel tightly and staring straight ahead. 
	Leonard looks at her unhappily.

					  LEONARD
			I'm sorry. I just think we should 
			cool it for a while. I'm facing a 
			potentially very expensive divorce.

					  CAROLYN
			Oh, no. I understand completely.
			    (sarcastic)
			In order to be successful, one 
			must project an image of success. 
			At all times.

	She regrets it the second it's out of her mouth, and turns to 
	him. He just looks at her sadly, then gets out of the car and 
	shuts the door. She starts to CRY. As before, she SLAPS 
	herself, hard.

					  CAROLYN (cont'd)
			Stop it. Stop it!

	She closes her eyes tight, trying to STOP the Tears, then
	suddenly SCREAMS as loud as she can until she runs out of 
	breath. She opens her eyes, gasping, trying with all her might 
	to overcome this flood of emotion, and then her eyes wander 
	over to...

	Her POV:  the closed glove COMPARTMENT.  we ZOOM toward it
	slowly, knowing that's where she keeps her GLOCK 19.

	Carolyn takes a breath, shifts into REVERSE and starts to
	back out of the motel parking lot just as it starts to RAIN.

	INT. BURNHAM HOUSE - GARAGE - THAT NIGHT

	Jimi Hendrix's "PURPLE HAZE" blasts from the BOOMBOX as 
	Lester, wearing only sweatpants, does a set of preacher curls 
	with dumbbells.  He strains as he finishes his last rep, then 
	puts the weights down and looks at his REFLECTION in the 
	window:

	His POV: his arms are pumped.  He smiles.

	He reaches under the exercise BENCH and grabs a CIGAR BOX.
	Opening it, he digs through ROLLING PAPERS, a PIPE, and other 
	MARIJUANA PARAPHERNALIA, only to pull out an empty ZIP-LOC 
	BAG.  He's really not happy about this.

	INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

	RICKY sits at the dinette with his mother and father, eating
	dinner in silence.

					  BARBARA
			    (out of the blue)
			I'm sorry, what?

					  RICKY
			Mom. Nobody said anything.

					  BARBARA
			Oh. I'm sorry.

	We HEAR a BEEPING noise. RICKY pulls his BEEPER off his belt
	and checks it.

					  RICKY
			    (getting up)
			I have to run next door. My 
			girlfriend left her geometry book 
			in my backpack, and she needs it to 
			do her homework.

	He heads into the hall. the COLONEL watches him go, uneasy.

	INT. ANGELA'S BMW - THE SAME TIME

	It's now RAINING HARD outside. The Smithereens' "BLOOD AND 
	ROSES" BLASTS from the STEREO. Angela drives, squinting 
	through the windshield as the wipers move back and forth.

					  ANGELA
			So you and psycho boy are fucking 
			on a regular basis now, right?

					  JANE
			    (irritable)
			No.

					  ANGELA
			Oh, come on.  You can tell me.  
			Does he have a big dick?

					  JANE
			Look, I don't want to talk about 
			his dick with you.  It's not like 
			that.

					  ANGELA
			Not like what?  Doesn't he have 
			one?
			    (then)
			Jane, don't be a sap and fall for 
			the first guy you have sex with.  
			That is so stupid.

					  JANE
			You know what's stupid?  Only 
			fucking people because you think 
			it'll get you something!  That's 
			pathetic.

	ANGELA rolls her eyes.

					  ANGELA
			We gotta get you a real man.

	INT. FITTS HOUSE - KITCHEN - CONTINUOUS

	The COLONEL stands at the sink, rinsing off his dinner plate.
	Something outside catches his eye, and he cranes his neck to 
	get a better look at...

	His POV: Through the window over the sink, we can see into
	the Burnham's GARAGE DOOR WINDOW. Our view is slightly blurred 
	by the pouring RAIN, but we see Lester, walking back and 
	forth. his upper body pumped and glistening in sweat as he 
	counts out a wad of BILLS... and then Ricky walks into view.

	The Colonel's face tightens.

	His POV: LESTER drapes his arm around RICKY as He gives him
	the money.

	INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

	RICKY, his hair wet from the rain, puts the cash IN his
	pocket. Lester's arm remains draped around his shoulder.

					  LESTER
			Wanna smoke some now?

					  RICKY
			I ought to get back home.

					  LESTER
			Aw, come on.  Just one...

					  RICKY
			    (grins)
			Got any papers?

					  LESTER
			Cigar box, under the bench.
			    (laughs)
			Dude! Put up a fight!  You are a 
			total pushover.

	And He SLAPS RICKY playfully on the chest.

	INT. FITTS HOUSE - KITCHEN - CONTINUOUS

	The Colonel's POV:  Lester lets go of Ricky and dances around 
	goofily, still laughing.  Ricky sits on the bench and bends 
	over to reach under it.  From our perspective, it looks like 
	he's untying his shoes.

	The COLONEL watches, incredulous. then we HEAR a CAR
	APPROACHING, and the Colonel glances over at:

	His POV: Angela's BMW pulls into the driveway, stopping 
	behind Lester's GTO. As Angela and Jane get out and run toward 
	the house, our focus MOVES back to the GARAGE DOOR WINDOW. 
	Lester, hearing the car door SLAM, looks panicked. He says 
	something to Ricky. Ricky stands and shrugs. Lester pulls on 
	his T-shirt and both he and Ricky cross out of view.

	INT. BURNHAM HOUSE - FOYER - CONTINUOUS

	JANE and ANGELA enter Through the front door, wet from the
	pouring rain, arguing.

					  ANGELA
			Apparently, dating a psycho makes 
			you totally lose your sense of 
			humor.

					  JANE
			Yeah, well, apparently, fucking 
			everything that walks turns you 
			into a total bitch.

	They head BACK toward the kitchen.

	INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

	LESTER holds the BACK door open as RICKY leaves.

					  LESTER
			Thanks

					  RICKY
			Anytime

	LESTER closes the door, crosses to the refrigerator and grabs
	a beer.  Jane and Angela enter.  Jane frowns when she sees 
	him.

					  JANE
			Where's Mom?

					  Lester
			Don't know.

					  ANGELA
			Hi, Mr. Burnham.

					  LESTER
			Hi.

	He's trying to remain cool, and doing a pretty good job.

					  ANGELA
			Wow. Look at you. Have you been 
			working out?

					  LESTER
			Some.

	JANE rolls her eyes and exits. ANGELA walks over to Lester.

					  ANGELA
			Well, you can really tell. Look at 
			those arms.

	She places her hand on his arm flirtatiously, looks UP at him
	and smiles, fully expecting to intimidate him by doing so.  
	But something has changed, and he isn't intimidated at all. He 
	looks directly back at her, leans in and smiles slowly.

					  LESTER
			You like muscles?

	His voice is low and intense, and the moment is charged with
	erotic tension.

					  ANGELA
			    (unnerved)
			Uh, sure. I guess.

	She moves away, Suddenly insecure.

					  ANGELA (cont'd)
			I - I should probably go see what 
			Jane's up to.

	And she heads out quickly.  Lester watches her go, 
	bewildered.

	INT. FITTS HOUSE - RICKY'S ROOM - CONTINUOUS

	RICKY enters, wet from the pouring rain, and crosses to his
	bureau, pulling the wad of CASH out of his pocket as he goes.

					  COLONEL (O.C.)
			Where'd you get that?

	RICKY turns, startled.

	His POV: The Colonel steps out of the shadows.  He's staring 
	at us, his eyes blazing.

	RICKY takes a step back.

					  RICKY
			From my job.


					  COLONEL
			Don't lie to me. I saw you with 
			that faggot next door.

					  RICKY
			    (incredulous)
			What? Are you spying on me?

					  COLONEL
			What did he make you do?

					  RICKY
			Dad, you don't really think I... 
			me and Mr. Burnham?

	He LAUGHS.

					  COLONEL
			    (furious)
			Don't you laugh at me!

	And He BACKHANDS RICKY So hard it sends the boy sprawling.

					  COLONEL (cont'd)
			I will not sit back and watch my 
			only son become a cocksucker!

					  RICKY
			Jesus Christ! What is it with you 
			and gays? You're like, obsessed -

	The COLONEL grabs RICKY By the throat and screams into his
	face.

					  COLONEL
			Shut up!  I'm not the one going 
			next door to meet my "girlfriend!"

					  RICKY
			Dad, you've got it all wrong - 

					  COLONEL
			I swear to God, I'll throw you out 
			of this house and never look at you 
			again.

					  RICKY
			    (taken aback)
			You really mean that?

					  COLONEL
			Damn straight I do.  I'd rather 
			you were dead than be a fucking 
			faggot.

	A beat.  RICKY Suddenly smiles.

					  RICKY
			You're right.  I suck dick for 
			money.  Look at this, two thousand 
			dollars.  I'm that good.

	The COLONEL pushes RICKY away from him IN disgust.

					  COLONEL
			Get out.

					  RICKY
			And you should see me fuck. I'm 
			the best piece of ass in three 
			states.

					  COLONEL
			    (explodes)
			Get out!! I don't ever want to see 
			you again!!

	Ricky stands there, eyeing the Colonel. He's finally 
	discovered a way to break free from his father, and he can't 
	believe it was this simple.

					  RICKY
			What a sad old man you are.

	He grabs his backpack, turns and walks out the door, leaving
	the Colonel standing there, glassy-eyed and breathing heavily.

	INT. FITTS HOUSE - KITCHEN - CONTINUOUS

	BARBARA stands at the sink, rinsing one dish FOR an
	inordinately long period of time. Ricky enters from the hall.
					  RICKY
			Mom	leaving.

					  BARBARA
			Okay, wear a raincoat.

					  RICKY
			    (hugs her)
			I wish things had been better for 
			you.  Take care of Dad.

	Frightened, Barbara looks into his face, sensing something's 
	up.  He kisses her cheek softly, then exits out the back door, 
	leaving her standing alone in the middle of the room, 
	clutching her dish.

	INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

	The Colonel's POV: Below us, Ricky dashes through the rain to 
	the Burnham's aback door and knocks.  After a moment, Lester 
	opens it and lets him in.

	EXT. FITTS HOUSE - CONTINUOUS

	The Colonel looks coldly down at us from Ricky's bedroom 
	window, and then he pulls the drapes shut.

	INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

	BARBARA still stands IN the middle OF the ROOM, clutching her
	dish. The Colonel enters, opens a cabinet and takes out a 
	BOTTLE OF BOURBON. His hands shake as he pours himself a shot. 
	He sits at the table and drinks.

	INT. BURNHAM HOUSE - JANE'S ROOM - MOMENT5 LATER

	JANE and ANGELA are sprawled across the bed, watching Melrose
	Place.

					  ANGELA
			Why do you even care? You are way 
			too uptight about sex.

					  JANE
			Just don't fuck my dad, okay?' 
			Please? It's too weird. I don't 
			think we could be friends anymore.

					  ANGELA
			Why not?

	There is a KNOCK on the door. JANE sits UP, alarmed.

					  JANE
			    (angry)
			Dad!  Leave us alone!

					  RICKY (O.C.)
			It's me.

	JANE jumps UP and opens the door and lets him in.  an awkward
	beat, as Ricky and Angela stare at each other, then:

					  RICKY (cont'd)
			    (to Jane)
			If I had to leave tonight, would 
			you come with me?

					  JANE
			What?

					  RICKY
			If I went to New York.  To live.  
			Tonight.  Would you come with me?

	A beat.

					  JANE
			Yes.

					  ANGELA
			You guys can't be serious.
			    (to Jane)
			You're just a kid. And he's like, 
			a mental case. You'll end up living 
			in a box on the street.

					  JANE
			I'm no more a kid than you are. 
			Just because you've fucked way more 
			people than I have. And we can use 
			my plastic surgery money.

					  RICKY
			We won't have to. I have over 
			forty thousand dollars. And I know 
			people in the city, they can help 
			us get set up.

					  ANGELA
			What, other drug dealers?

					  RICKY
			Yes.

					  ANGELA
			Jane, you'd be out of your mind to 
			go him.

					  JANE
			Why do you even care?

					  ANGELA
			Because you're my friend.

					  RICKY
			She's not your friend.  She's 
			somebody you use to feel good about 
			yourself.

					  ANGELA
			Go fuck yourself, psycho.

					  JANE
			You shut up, bitch!

					  ANGELA
			Jane! He is a freak!

					  JANE
			So am I! And we'll always be 
			freaks and we'll never be like 
			other people. And you'll never be a 
			freak because you're like, too 
			perfect.

					  ANGELA
			Oh, yeah? Well, at least I'm not 
			ugly.

					  RICKY
			Yeah, you are. And you're boring. 
			You are totally ordinary. And you 
			know it.

	ANGELA stares at him, stunned, then starts toward the door.

					  ANGELA
			You two deserve each other.

	And she exits.

	EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

	We're MOVING SLOWLY toward the Burnham's GARAGE DOOR WINDOW 
	through the. RAIN. Through the window, we see Lester, wearing 
	only his sweatpants, performing bench presses.

	INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

	Through the window, we see the COLONEL, standing outside IN
	the pouring rain, watching. We ZOOM slowly in on him as he 
	watches, transfixed.

	EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

	His POV: LESTER finishes his last rep,  straining, then racks
	the weights and sits up, sweaty and out of breath.  He lights 
	a half finished JOINT and inhales deeply, running his free 
	hand over his chest... and then he glances at us, suddenly 
	aware he's being watched.

	INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

	LESTER and the COLONEL stare at each other Through the
	window.

	INT. BURNHAM HOUSE - GARAGE - MOMENTS LATER

	The rain is coming down IN sheets Now, and there is a sharp
	CLAP of THUNDER.  We're directly outside the GARAGE DOOR as it 
	slowly lifts to reveal Lester smiling at us.

					  LESTER
			Jesus, man.  You're soaked.

	INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

	LESTER pulls the COLONEL inside.  the COLONEL moves stiffly
	and seems preoccupied, slightly disoriented.

					  LESTER
			You want me to get Ricky? He's up 
			in Jane's room.

	The COLONEL just stands there, looking at Lester.

					  LESTER (cont'd)
			You okay?

					  COLONEL
			    (his voice thick)

					  LESTER
			Uh... Probably off fucking that 
			dorky prince of real estate 
			asshole. And you know what?
			    (laughs)
			I don't care.

	EXT. FREEWAY - CONTINUOUS

	The MERCEDES-BENZ ML320 is parked IN the breakdown lane, its
	HAZARD LIGHTS BLINKING. Cars ZOOM past in the rain.

	INT. MERCEDES-BENZ ML320 - CONTINUOUS

	Carolyn sits behind the wheel, holding her GLOCK 19, 
	listening to a MOTIVATIONAL TAPE on the STEREO. Her PURSE lies 
	open on the passenger seat.

					  TAPE VOICE
			...only by taking full 
			responsibility for your problems - 
			and their solutions - will you 
			break free from the constant cycle 
			of victimhood.  Remember: you are 
			only a victim if you choose to be.

	INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

	The COLONEL and LESTER, as before

					  COLONEL
			Your wife is with another man and 
			you don't care.

					  LESTER
			Nope.  Our marriage is just for 
			show.  It's a commercial, proving 
			how normal we are, when we are 
			anything but.

	He grins... and So does the Colonel.  LESTER realizes the
	Colonel is shivering.

					  LESTER (cont'd)
			Dude.  You're shaking.

	He places his hand on the Colonel's shoulder.  The Colonel 
	closes his eyes.

					  LESTER (cont'd)
			We really should get you out of 
			these clothes.

					  COLONEL
			    (a whisper)
			Yes...

	He opens his eyes and looks at LESTER, his face Suddenly
	filled  an anguished vulnerability we wouldn't have thought 
	possible from him. His eyes are brimming with tears. Lester 
	leans in, concerned.

					  LESTER
			It's okay.

					  COLONEL
			    (hoarse)
			I...

					  LESTER
			    (softly)
			Just tell me what you need.

	The Colonel reaches up and places his hand on Lester's 
	cheek... and then kisses him. Lester is momentarily stunned, 
	and then he pushes the Colonel away. The Colonel's face 
	crumples in shame.

					  LESTER (cont'd)
			Whoa.  You got the wrong idea, 
			pal.  I do not go there.

	The COLONEL stares at the floor, blinking, and then He turns
	and runs out the open garage door into the rainy night.

	INT. MERCEDES-BENZ ML320 - CONTINUOUS

	Carolyn is at the wheel, as before.  she Suddenly switches
	off the MOTIVATIONAL TAPE on the STEREO, her face resolute.

					  CAROLYN
			I refuse to be a victim.

	She puts the Gun IN her PURSE, and pulls out into traffic.

	INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

	LESTER enters, still clad ONLY IN sweatpants, and opens the
	refrigerator and grabs a BEER. Suddenly we HEAR the opening 
	strains of Etta James singing "AT LAST."  Lester opens his 
	beer and starts toward the family room.

	INT. BURNER HOUSE - FAMILY ROOM - CONTINUOUS

	His POV: as we move slowly around a corner, ANGELA comes into
	view, standing at the STEREO, holding a CD case. She looks up 
	at us. She's been crying; her face is a little puffy, and her 
	hair mussed. She regards us apprehensively... then puts on a 
	slightly defiant smile.

					  ANGELA
			I hope you don't mind if I play 
			the stereo...

	LESTER leans against the wall and takes a swig OF his beer.

					  LESTER
			Not at all.

	They stand there in silence; the atmosphere is charged.

					  ANGELA
			Jane and I had a fight. 
			    (after a beat)
			It was about you.

	She's trying to be seductive as she says this, but she's 
	pretty bad at it. Lester raises his eyebrows.

					  ANGELA (cont'd)
			She's mad at me because I said I 
			think you're sexy.

	LESTER grins. He is sexy.

					  ANGELA (cont'd)
			And she doesn't want anything to 
			happen between us.

					  LESTER
			I'm not that interested in what 
			she wants.

	He takes ANOTHER swig OF beer, then moves toward her.

					  LESTER (cont'd)
			What you want, however... I 
			wouldn't mind hearing about.

					  ANGELA
			I...

	He reaches her, and takes the CD Case from her hands.

					  LESTER
			    (offering his beer)
			Would you like a sip?

					  ANGELA
			Sure...

	He holds the bottle UP to her mouth, and she drinks clumsily.

					  LESTER
			So... are you going to tell me? 
			What you want?

					  ANGELA
			I don't know.

					  LESTER
			You don't know?

	His face is very close to hers. She's unnerved - this is 
	happening too fast...

					  ANGELA
			What do you want?

					  LESTER
			Are you kidding? I want you. 
			    (his voice husky)
			I've wanted you ever since I saw 
			you.

	He holds the beer UP to her lips again. she sips, and This
	time some dribbles down her chin. Lester gently wipes her chin 
	with his fingertip, then licks the beer off it.

					  LESTER (cont'd)
			You're the most beautiful thing 
			I've ever seen.

					  ANGELA
			You don't think I'm ordinary?

					  LESTER
			You couldn't be ordinary if you 
			tried.

					  ANGELA
			Thank you.

	ANGELA takes a deep breath just before LESTER leans IN to
	kiss her cheek, her forehead, her eyelids, her neck...

					  ANGELA (cont'd)
			    (far away)
			I don't think there's anything 
			worse than being ordinary...

	And He kisses her on the lips.

	INT. MERCEDES-BENZ ML320 - CONTINUOUS

	Carolyn drives, her face resolute.

					  CAROLYN
			I refuse to be a victim.
			I refuse to be a victim.
			I refuse to be a victim...

	INT. BURNHAM HOUSE - FAMILY ROOM - MOMENTS LATER

	Angela lays back on the couch as Lester moves in over her, 
	unbuttoning her blouse'. She seems disconnected from what's 
	happening - not fighting it, but not really taking part in it 
	either. Lester pulls her blouse open, exposing her breasts. He 
	kisses her neck and starts working his way down...

	INT. BURNHAM HOUSE - JANE' S ROOM - CONTINUOUS

	Ricky and Jane, fully clothed, lie curled up on Jane's bed.

					  JANE
			Are you scared?

					  RICKY
			I don't get scared.

					  JANE
			My parents will try to find me.

					  RICKY
			Mine won't. And I always figured 
			I'd have to wait until I was 
			twenty-one.
			    (then)
			We could go further than New York.  
			Chicago, L.A., Europe even.

					  JANE
			I've always wanted to go to Spain.

					  RICKY
			Let's do it.  We're not living for 
			anybody but ourselves.  Not any 
			more.

	JANE smiles contentedly.  RICKY strokes her hair.

					  JANE
			You really think we could have a 
			normal life somewhere?

					  RICKY
			Yeah.  We're totally free.

	INT. BURNHAM HOUSE - FAMILY ROOM - CONTINUOUS

	We're CLOSE on Lester and Angela, in profile, his face above 
	hers.  Her eyes are shut.  Lester looks down at her, grinning, 
	unable to believe he's actually about to do what he's dreamed 
	of so many times... and then Angela opens her eyes and looks 
	up at him.

					  ANGELA
			This is my first time.

	Lester LAUGHS.

					  LESTER
			You're kidding.

					  ANGELA
			    (a whisper)
			I'm sorry.

	A beat. LESTER looks down at her, his grin fading.

	His POV: ANGELA lies beneath us, Embarrassed and vulnerable.
	This is not the mythically carnal creature of Lester's 
	fantasies; this is a nervous child.

					  ANGELA (cont'd)
			I still want to do it... I just 
			thought I should tell you... you 
			know, in case you wondered why I 
			wasn't... better...

					  LESTER
			    (compassionate)
			Aw honey.

	He smiles and brushes a lock OF hair from her forehead. after
	a moment, she smiles back, shyly.  He lingers above her, 
	drinking in this vision of her... oh, man... and then he sighs 
	and moves off of her.  She looks bewildered.

					  ANGELA
			What's wrong?

	LESTER gathers her clothes form the floor and hands them to
	her.  Angela is stunned.

					  ANGELA (cont'd)
			I thought you said I was 
			beautiful.

					  LESTER
			You are beautiful.

	LESTER grabs a blanket from the BACK OF the couch and drapes
	it around her shoulders, covering her nakedness.

					  LESTER (cont'd)
			You're so beautiful... and I would 
			be a very lucky man, but...

	He smiles and shakes his head. Humiliated, she starts to cry.

					  ANGELA
			I feel so stupid...

					  LESTER
			Don't...

	He hugs her, letting her put her head on his shoulder, 
	stroking her hair and rocking her gently.

					  ANGELA
			I'm sorry.

	LESTER takes her By the shoulders and looks at her, serious.

					  LESTER
			You have nothing to be sorry 
			about.

	But she keeps crying. LESTER hugs her again. we HEAR a loud
	CLAP of THUNDER outside.

					  LESTER (cont'd) 
			It's okay...  everything's okay...

	EXT. ROBIN HOOD TRAIL - the same TIME

	The MERCEDES-BENZ ML320 pulls onto ROBIN Hood Trail.

	INT. MERCEDES-BENZ ML320 - CONTINUOUS

	CLOSE on Carolyn's eyes, reflected in the REAR-VIEW MIRROR.

					  CAROLYN
			I refuse to be a victim...

	IN the mirror, we see her turn her head.

	Her POV:  We're driving in SLOW MOTION past the Burnham 
	house... the RED DOOR, illuminated by the craftsman-style 
	PORCH LIGHT, stands out, even in the pouring rain.

	EXT.  ROBIN HOOD TRAIL - CONTINUOUS

	CLOSE on ANGELA, eating a turkey sandwich.

					  ANGELA
			    (mouth full)
			Wow.  I was starving...

	She's seated at the snack bar in the kitchen, once again 
	fully dressed.  From the TV in the next room, we can hear a 
	sitcom's CANNED LAUGHTER.

	LESTER, IN his sweatpants and a T-shirt, puts a jar OF
	mayonnaise back in the refrigerator, then crosses to the sink 
	to rinse off a knife.

					  LESTER
			Want me to make you another one?

					  ANGELA
			No, no, no. I'm fine.

	He turns to her and cocks an eyebrow.

					  LESTER
			    (concerned)
			Really?

					  ANGELA
			Yes. Stop asking me that.

					  LESTER
			Okay, just checking.

	He turns off the faucet and joins her at the snack bar.
	Angela reaches for the beer and takes a swig, then passes it 
	to Lester. He takes it but doesn't drink.

					  ANGELA
			I mean, yeah, I'm still a little 
			weirded but...
			    (sincerely)
			...but feel better. Thanks.

	A long beat, as LESTER studies her, then:

					  LESTER
			How's Jane?

					  ANGELA
			What do you mean?

					  LESTER
			I mean, how's her life?  Is she 
			happy?  Is she miserable?  I'd like 
			to know, and she'd die before she'd 
			ever tell me about it.

	ANGELA shifts uncomfortably.  does she tell him about JANE
	and Ricky? Finally:

					  ANGELA
			She's...she's really happy.  She 
			thinks she's in love.

	ANGELA rolls her eyes at how silly This is. LESTER just
	smiles.

					  LESTER
			    (quietly)
			Good for her.

	An awkward beat.

					  ANGELA
			How are you?

	LESTER seems somewhat taken aback By This question.

					  LESTER
			    (laughs)
			It's been a long time since 
			anybody asked me that. I'm...
			    (thinks about it) 
			I'm great.

	They just sit there, Smiling at each other, then:

					  ANGELA
			    (suddenly)
			I have to go to the bathroom.

	She jumps UP and crosses off. LESTER watches her go, then
	rubs his face, suddenly tired.

					  LESTER
			I'm great...

	Something at the edge OF the snack bar Suddenly catches his
	eye, and he reaches for...

	CLOSE on a framed PHOTOGRAPH as he picks it up:  It's the 
	same one we saw earlier of him, Carolyn, and a much-younger 
	Jane, taken several years ago at an amusement park.  It's 
	startling how happy they look.

	CLOSE on Lester as he studies the picture - he's spellbound, 
	just as the Colonel was when looking at the photo of himself 
	and the other young serviceman.  We suddenly become aware of 
	the SOUND of water DRIPPING.  Pulled out of his reverie, 
	Lester glances up at:

	WATER DRIPPING slowly from the KITCHEN faucet.

	ANGLE ON Lester, in profile.  He puts the photograph down, 
	props his elbows on the snack bar, clasps his hands together 
	and rests his chin on them, thinking.  This almost gives him 
	the appearance of praying, and he suddenly appears older, more 
	mature... and then he smiles: the deep, satisfied smile of a 
	man who just now understands the punch line of a joke he heard 
	long ago...

	After a beat, the barrel OF a Gun rises UP behind his head.

	ANGLE on an arrangement OF fresh-cut ROSES IN a vase on the
	opposite counter, deep crimson against the WHITE TILE WALL. 
	From the TV in the next room, we still hear CANNED LAUGHTER. 
	Then a GUNSHOT suddenly rings out, ECHOING unnaturally. 
	Instantly, the tile is sprayed with BLOOD, the same deep 
	crimson as the roses. The CANNED LAUGHTER continues, and then 
	the SOUND FADES as everything starts to BRIGHTEN, and the 
	SCREEN GOES WHITE.

	We HEAR a RUSH OF WIND.

	FADE IN:

	EXT. sky - DAY

	We're FLYING, above a snowy white blanket of clouds. Lester 
	comes into view below us, FLYING Superman-style. He's wearing 
	the same old-fashioned PAJAMAS and plaid flannel ROBE he wore 
	in his dream at the beginning.

					  LESTER (V.O.)
			They say your entire life flashes 
			in front of your eyes when you die.

	INT. BURNHAM HOUSE - JANE'S BEDROOM - NIGHT

	We're looking down at Ricky and Jane, curled up on Jane's 
	bed, the night of Lester's murder. We HEAR a GUNSHOT from 
	downstairs. Ricky and Jane look at each other, alarmed.

					  LESTER (V.O.)

			It's not really your entire 
			life...

	INT. BURNHAM HOUSE - POWDER ROOM - NIGHT

	ANGELA stands IN front OF the mirror, brushing her hair. we
	HEAR the GUNSHOT again.  Angela freezes, frightened.

					  LESTER
			It's just the moments that stood 
			out...

	EXT. BURNHAM HOUSE - NIGHT

	We're MOVING slowly through the pouring rain toward the 
	Burnham's RED FRONT DOOR...

	A REVERSE ANGLE reveals Carolyn, walking slowly toward us,  
	drenched to the bone, clutching her PURSE tightly.

					  LESTER (V.O.)
			And they're not the ones you'd 
			expect, either...

	INT. BURNHAM HOUSE - FOYER - NIGHT

	RICKY comes down the stairs, followed By Jane. Finding
	nothing in the family room, he starts toward the kitchen.

	Ricky's POV: Through the doorway, we see a slowly spreading 
	POOL OF BLOOD on the WHITE TILE FLOOR beyond. MOVING closer, 
	we see Lester's lifeless arm splayed across the floor, and a 
	.44MAGNUM REVOLVER positioned on the floor next to it.

	RICKY stares wide-eyed, But not afraid. behind him, JANE
	stands shaking, in shock.

					  JANE
			Oh God...

	Ricky kneels next to the body, gazing reverently at what's 
	left of Lester's face. A woman's high-pitched SCREAM suddenly 
	cuts through the silence. Ricky looks up at:

	His POV: Carolyn stands in the doorway to the dining room, 
	soaking wet, still clutching her PURSE.

					  CAROLYN
			    (ashen)
			My kitchen...

	Just then, we HEAR another high-pitched SCREAM:

	ANGELA stands IN the doorway to the FAMILY ROOM, holding
	herself tightly. She starts to cry.

	The pool of BLOOD spreads closer to the .44 MAGNUM. Ricky 
	picks the gun up and moves it across the floor.

					  RICKY
			    (after a beat)
			Man, I wish I had my video camera.

	INT. FITTS HOUSE - COLONEL' S STUDY - NIGHT

	The Colonel enters, still wet.  He's wearing LATEX GLOVES.  
	Flecks of BLOOD cover the front of his T-shirt. He paces 
	nervously in front of one of his GUN CASES; the GLASS DOOR is 
	open, and a gun is conspicuously missing from inside.  The 
	Colonel suddenly looks down at the BLOOD on  his T-shirt.  He 
	pulls the shirt off and wads it into a ball.

					  LESTER (V.O.)
			The moments you remember are tiny 
			ones, some you haven't thought of 
			in years...

	INT. BURNHAM HOUSE - MASTER BATHROOM - NIGHT

	Carolyn enters, terrified, still clutching her PURSE.  she
	shuts the door and locks it, then takes the GLOCK 19 out of 
	her purse and shoves it into the LAUNDRY HAMPER, pushing it 
	far down underneath the dirty clothes.

					  LESTER (V.O.)
			If you've thought of them at 
			all...

	INT. FITTS HOUSE - RICKY'S ROOM - NIGHT

	The COLONEL, still wearing GLOVES, enters with a DUFFLEBAG.
	He starts stuffing Ricky's VIDEOCASSETTES into the bag.

					  LESTER (V.O.)
			But in the last second of your 
			life, you remember them with 
			astonishing clarity...

	INT. BURNHAM HOUSE - KITCHEN - NIGHT

	The POLICE have arrived. JANE and RICKY watch as a DETECTIVE
	wearing LATEX GLOVES picks up the .44 MAGNUM and places it in 
	a PLASTIC BAG. Through the doorway1 we see into the family 
	room where Detective Fleishman, whom we recognize from the 
	beginning1 questions Angela, who can't stop crying.

					  LESTER (V.O.)
			Because they're just so... 
			beautiful...

	Carolyn enters, Having freshened UP and put on a little
	lipstick. She starts to make coffee.

					  LESTER (V.O.) (cont'd)
			...that they must have been 
			imprinted, on like a cellular 
			level... 

	INT. FITTS HOUSE RICKY'S ROOM - DAY

	The COLONEL stands IN the doorway watching as a DETECTIVE
	searching through Ricky's BUREAU DRAWERS discovers the FALSE 
	BOTTOM and the bags of MARIJUANA beneath it.

					  LESTER (V.O.)
			For me it was, lying on my back at 
			Boy Scout camp, watching falling 
			stars...

	EXT. WOODS - NIGHT

	We FLASH on an image, in HIGH-CONTRAST BLACK & WHITE: eleven-
	year-old Lester looks up, point excitedly at:

	His POV: a single DOT OF light falls across an unbelievably
	starry sky...

	On TELEVISION: LOCAL news SET - NIGHT

	A LOCAL NEWSCASTER sits behind a desk, addressing us IN THAT
	earnest, stilted manner all local newscasters seem to have.

					  NEWSCASTER
			... police have identified the 
			suspect as nineteen-year-old 
			Richard Anthony Fitts, an alleged 
			drug dealer with a history of 
			mental illness...

	INT. POLICE STATION - INTERROGATION ROOM - DAY

	RICKY sits at a table, being questioned By DETECTIVE
	Fleishman and another detective.

					  LESTER (V.O.)
			And yellow leaves from the ginkgo 
			trees that lined our street...

	EXT. suburban street - NIGHT

	Again, we FLASH on an image, IN BLACK & WHITE: Ginkgo trees
	in autumn, and ghostly LEAVES FLUTTERING slowly toward 
	pavement...

	INT. FITTS HOUSE - RICKY'S ROOM - DAY

	The Colonel sits on Ricky's bed in his bathrobe, holding a 
	REMOTE. Beside him is a stack of HI-8 VIDEOCASSETTES. On the 
	WIDE-SCREEN TV, we see Jane in Ricky's bed.

					  JANE
			...Like he'd ever have a chance 
			with her. What a lame-o. Somebody 
			really should put him out of his 
			misery.

	On the TV: JANE plays with her hair, lost IN thought.

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

	CLOSE on the Colonel's face, as he watches this.

					  JANE (O.C.)
			Yeah, would you?

					  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.

	INT. POLICE STATION - LOBBY - DAY

	The same suburban POLICE STATION from the beginning.  the
	Colonel enters, carrying a MANILA ENVELOPE.  As he approaches 
	the front desk, the uniformed clerk behind it looks up at him 
	impassively.

	INT. BURNHAM HOUSE - FOYER - DAY

	Carolyn opens the front door to reveal Detective Fleishman, 
	with a pained expression on his face.

					  LESTER (V.O.)
			Or my grandmother's hands, and the 
			way her skin seemed like paper...

	INT. suburban HOUSE - DAY

	Another FLASH, in BLACK & WHITE: CLOSE on an ancient woman's 
	papery HANDS as they button a cardigan sweater...

	INT. BURNHAM HOUSE - JANE'S BEDROOM - MOMENTS LATER

	JANE lies on her bed, staring at the ceiling. DETECTIVE
	Fleishman enters, looking at her gravely. Carolyn is behind 
	him, crying, and Jane sits up, apprehensive.

					  LESTER (V.O.)
			And the first time I saw my cousin 
			Tony's brand new GTO...

	EXT. SUBURB - DAY

	Another FLASH, in BLACK & WHITE: A 1968 PONTIAC GTO in the 
	driveway of a suburban home. The SUN'S REFLECTION in the 
	windshield FLASHES BRILLIANTLY...

	EXT. NEWSSTAND - DAY

	CLOSE on the cover OF the new York post, atop a stack OF
	papers at a NYC newsstand.  On the first page is a grainy 
	PICTURE of Jane in court.  The HEADLINE screams: VIDEOTAPE 
	SHOCKER! JANE PAID DAD'S KILLER WITH BABY-SITTING MONEY

	ON TELEVISION: INT. COURTROOM - DAY

	ANGELA is on the witness stand.  at the lower right corner OF
	the screen is the JUSTICE TV logo.

					  ANGELA
			...he was obsessed with like, dead 
			things.  Whenever he saw something 
			dead, he'd film it on that stupid 
			video camera.  He said it was 
			beautiful.

	EXT. high SCHOOL CAMPUS - DAY

	ON VIDEO: A dead BIRD lays on the asphalt, decomposing, 
	covered with ants and flies. The camera JERKS up to discover 
	Jane and Angela staring at us.

					  LESTER (V.O.)
			And the way I felt when Angela 
			first smiled at me...

	EXT. high SCHOOL gym - NIGHT

	Another FLASH in BLACK & WHITE:

	Lester's POV, from the. night he was first introduced to 
	Angela: She looks at us and smiles.

	INT. COURTROOM - DAY

	JANE and her lawyers stand as the JURY FOREMAN reads the
	verdict.

					  JURY FOREMAN
			We find the defendant guilty of 
			murder in the first degree.

	CLOSE on Jane1 utterly unable to comprehend how her life is
	being taken away from her like this.

	In the courtroom, Carolyn starts to WEEP. She's comforted by 
	Leonard Kane, the Real Estate King.

					  LESTER (V.O.)
			Carolyn...

	EXT. AMUSEMENT PARK - DAY

	Another FLASH in BLACK & WHITE:

	Carolyn sits across from us IN one OF those SPINNING-TEACUP
	RIDES, laughing uncontrollably as she twists the wheel in 
	front of her, making us SPIN even faster...

	ON TELEVISION: EXT. COURTHOUSE - DAY

	The COLONEL stands on the steps OF a COURTHOUSE, surrounded
	by reporters thrusting MICROPHONES at him.  Barbara stands at 
	his side, smiling.

					  COLONEL
			I'm here to support my son.  He's 
			my son and I love him. No matter 
			what he did.

	He walks away stiffly.  it takes BARBARA a moment to realize
	he's gone.

	INT. COURTROOM - DAY

	CLOSE on Ricky at the defendant's table, calm and composed. 

					  DIFFERENT JURY FOREMAN (O.S.)
			... find the defendant guilty of 
			murder in the first degree.

	Ricky smiles slightly but doesn't blink.

					  LESTER (V.O.)
			And Janie.

	INT. BURNHAM HOUSE - NIGHT

	Another FLASH in BLACK & WHITE:

	7-YEAR-OLD JANE, dressed for Halloween in a princess costume, 
	holds her mask in front of her face, peeking out from behind 
	it, smiling at us shyly as Carolyn makes adjustments to her 
	costume.

	EXT. ROBIN HOOD TRAIL - DAY

	The two Jims jog by in front of the Burnham House. A "FOR 
	SALE" SIGN in the front lawn reads:

	Contact
	LEONARD KANE/CAROLYN BURNHAM "The King & Queen of Real Estate
	Kane/BURNHAM REALTY
	555-1957

	INT. JUVENILE PRISON FACILITY - DAY

	A DAY room. Guards keep watch on a GROUP OF TEENAGE GIRL
	inmates .Jane sits huddled in a corner, staring blankly into 
	space, numb.

	ON TELEVISION: EXT. CALIFORNIA BEACH - DAY

	We're watching the credits for a Melrose Place-type TV SHOW.  
	Angela, in a bikini, runs out of the surf toward us.  The 
	words "and ANGELA HAYES as Julie" appear SUPERIMPOSED over 
	this.

					  LESTER (V.O.)
			And Carolyn's roses..

	INT. BURNHAM HOUSE - KITCHEN - NIGHT

	Another FLASH, in BLACK & WHITE:

	LESTER'S POV, from the night he died: We're looking at fresh-
	cut ROSES in a vase on the kitchen counter.

	INT. FITTS HOUSE - DEN - NIGHT

	CLOSE on a fire, burning IN a fireplace.  Suddenly, a
	PHOTOGRAPH drops onto the flaming logs.  It's the Colonel's 
	PHOTOGRAPH we saw earlier, of him and the other young 
	serviceman standing in the front of a Jeep.  It CRACKLES and 
	blackens, and then it's gone.

	The Colonel sits in a leather wing chair by the fireplace, 
	staring into the fire. He looks older than before, and his 
	eyes are blank, like Jane's.

	INT. FITTS HOUSE - KITCHEN - DAY

	BARBARA stands at an ironing board, ironing a WHITE T-shirt.
	She HUMS softly as she meticulously folds the T-shirt and 
	places it atop a stack of equally obsessively folded clothing. 
	She then reaches into a laundry basket and gets another T-
	SHIRT to iron...

	CLOSE on her hands as she spreads the T-shirt out on the
	ironing board: it's FLECKED WITH DRIED BLOOD.

	BARBARA stops HUMMING, confused. she stares at the shirt FOR
	a long beat, then glances around, opens a kitchen drawer and 
	stuffs the T-shirt inside. She then resumes ironing, without 
	humming.

	INT. JAIL CELL - DAY

	CLOSE on RICKY, staring at us, smiling. we HEAR WATER
	DRIPPING steadily. We start PULLING BACK...

					  RICKY
			    (singing softly)
			AND IT REALLY DOESN'T MATTER IF 
			I'M WRONG I'M RIGHT...

	His POV: we ZOOM slowly toward the faucet as drops OF WATER
	gather at the tip, A FLASH OF LIGHT refracting through each 
	one momentarily before it falls... as WE GET CLOSER, time 
	seems to SLOW DOWN, an the last drop we see seems huge, a 
	shining sphere filled with LIGHT...

			And beauty...

					  RICKY (cont'd)
			WHERE I BELONG I'M RIGHT... WHERE 
			I BELONG...

	INT. BURNHAM HOUSE - FAMILY ROOM - NIGHT

	Another FLASH in BLACK & WHITE:

	Lester's POV, from the night he died: Angela's lying naked on 
	the couch beneath us, embarrassed by her virginity.

					  ANGELA
			    (a whisper)
			I'm sorry.

	EXT. PARKING LOT - DAY

	ON VIDEO: We're watching the video Ricky showed Jane earlier, 
	of the empty white PLASTIC BAG being blown about. The wind 
	carries it in a circle around us, sometimes whipping it about 
	violently, or, without warning, sending it soaring skyward, 
	then letting it float gracefully down to the ground...

					  LESTER (V.O.)
			I guess I could be pretty pissed 
			of f about what happened to me... 
			but it's hard to stay mad, when 
			there's so much beauty in the 
			world. Sometimes I feel like I'm 
			seeing it all at once, and it's too 
			much, my heart fills up like a 
			balloon that's about to burst...

	EXT. SKY - DAY

	LESTER continues to FLY above the clouds, LAUGHING.

					  LESTER (V.O.)
			And then I remember to relax, and 
			stop trying to hold on to it, and 
			then it flows through me like rain 
			and I can't feel anything but 
			gratitude for every single moment 
			of my stupid little life...

	He's SOARING higher and higher...

					  LESTER (V.O.) (cont'd)
			You have no idea what I'm talking 
			about, I'm sure... but don't 
			worry...

	And He SOARS out OF sight.

					  LESTER (V.O.) (cont'd)
			You will someday.

	FADE to BLACK.