Ed Wood Script

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                             ED WOOD SCRIPT


               by Scott Alexander & Larry Karaszewski




                      Directed by Tim Burton





                                                     FIRST DRAFT

                                                     November 20, 1992






     FADE IN:

     INT. HAUNTED MANSION PARLOR - NIGHT

     We move through a spooky shrouded parlor, as a storm rages
     outside.  THUNDER roars, and lightning flashes in the giant
     windows.  in the center of the room lies an oak coffin.

     Suddenly the lid starts to creak open. A hand crawls past
     the edge... and then the lid slams up!  Famed psychic CRISWELL
     pops out.  Criswell, 40, peers at us intently, his gleaming
     eyes framed under his striking pale blonde hair.  He intones,
     with absolute conviction:

                             CRISWELL
               Greetings, my friend.  You are
               interested in the unknown, the
               mysterious, the unexplainable...
               that is why you are here. So now,
               for the first time, we are bringing
               you the full story of what
               happened...
                       (extremely serious)
               We are giving you all the evidence,
               based only on the secret testimony
               of the miserable souls who survived
               this terrifying ordeal.  The
               incidents, the places, my friend, we
               cannot keep this a secret any longer.
               Can your hearts stand the shocking
               facts of the true story of Edward D.
               Wood, Junior??

     EXT. NIGHT SKY

     Lightning CRACKS.

     We drift down past the dark clouds... through the torrential
     rain... and end up...

                                                    OPTICAL:

     EXT. HOLLYWOOD - NIGHT

     We've landed in Hollywood, 1952.  We're outside a teeny, grungy
     playhouse.  The cracked marquee proclaims "'THE CASUAL
     COMPANY,' WRITTEN AND DIRECTED BY EDWARD D. WOOD, JR."

     Pacing nervously in the rain is ED WOOD, 30, our hero.
     Larger-than-life charismatic, confident, Errol Flynn-style
     handsome, Ed is a human magnet.  He's a classically flawed
     optimist: Sweet and well-intentioned, yet doomed by his demons
     within.

     The doors open, and Ed's pal JOHN "BUNNY" BRECKINRIDGE, 45,
     hurries out.  Bunny is a wealthy, theatrical fop wearing a
     string of pearls.

                         [PAGE 2 MISSING]

     Suddenly the rest of the cast runs up, frantically upset.  In a
     flowing white dress is DOLORES FULLER, 23, a sharp, hungry-
     for-a-career ingenue.  She's near tears.

                             DOLORES
               Eddie, my dove just flew out the
               window!

                             CREW MEMBER
               She goes on in two minutes! What
               are we gonna do??

     They all look to Ed, awaiting a response.  He thinks a second,
     then excitedly CLAPS his hands.

                             ED
               Dolores, give me your shoes.

                             DOLORES
               What?

                             ED
               The ghost can be barefoot.  Give
               me your shoes!

     She hands Ed her white shoes.  He snatches one, grabs a pair of
     scissors, and starts CUTTING up the shoe.  Everyone is baffled.
     He keeps cutting the shoe... and it slowly takes on the shape
     of a dove!

     Ed then grabs some pipe cleaners, works them into a shape, and
     sprints into the dressing room.  He takes some green eye shadow
     and excitedly smears it on the pipe cleaners.  Ed then hurries
     back out, jams the green pipe cleaners into the cut-up shoe...
     and it looks like a dove with an olive branch in its mouth!

     The cast is flabbergasted.

                             CREW MEMBER
               Wow.

     BACK ONSTAGE

     The soldiers suddenly look up.

                             ACTOR #1
               Hey, I think I see something!

     Dolores floats down onto the stage, holding out the dove.

                             DOLORES
               I offer you mortals the bird of
               peace, so that you may change your
               ways and end all this destruction.

                                                    CUT TO:

     INT. SCRUFFY COFFEE SHOP - LATER THAT NIGHT

     Ed and his gang celebrate opening night in a dirty 24-hour
     diner.  They're noisily slugging down drinks, in a big red
     booth.

                             ED
               What a show!  Everyone was terrific!
               Paul, your second-act monologue
               actually gave me chills,

     He grins at Actor #1, aka PAUL MARCO, a young eager beaver
     who's loyal like a dog.

                             PAUL MARCO
               Aw thanks, Eddie.

     Actor #2, aka CONRAD BROOKS, a friendly, simple-minded lug,
     runs up waving a newspaper.

                             CONRAD
               I got the early edition!  It was just
               dropped off at the newsstand.

                             ED
                       (he smiles at everyone)
               This is the big moment...!

     Ed opens the paper to the entertainment page.
      
     INSERT - THE NEWSPAPER.  Ed turns to a column, "The Theatrical
     Life, By Victor Crowley."  Under this is a photograph of an old
     man with an ascot.

     WIDE

     Everybody excitedly crowds around and starts reading.   A
     moment... and then their faces drop.  Clearly, this is a
     disastrous review.  Their faces get sadder, and sadder... and
     then they finish.  A melancholy beat, until --

                             BUNNY
               What does that old queen know?  He
               wasn't even there!
                       (he knocks back a drink)
               Sending a copy boy to do his dirty
               work.  Well fuck him!

                             DOLORES
               Do I really have a face like a horse?

                             PAUL MARCO
               What does "ostentatious" mean?

     Ed calmly waves his arms for attention.  He tries to smile.

                             ED
               Hey.  Hey, it's not that bad.  You
               just can't concentrate on the
               negative.  He's got some nice things
               to say...
                       (he scans the review)
               See, "The soldier costumes are very
               realistic."  That's positive!

     Everyone kind of stares at their drinks, depressed.  Ed
     launches into an upbeat speech.

                             ED
               Hell, I've seen a lot worse reviews.
               I've seen ones where they didn't even
               like the costumes!  Like, that last
               "Francis the Mule" picture -- it got
               terrible notices.  But it was a huge
               hit.

                             PAUL MARCO
               Lines around the block.

                             ED
               So don't take it too seriously.
               We're all doin' great work.

                             CONRAD
               You really think so?

                             ED
               Absolutely!  It's just the beginning.
               I promise this: If we stick together,
               one day I'll make every single one
               of you famous.

     He smiles at everyone at the table.  They all believe what he
     says, and there is a hushed moment of dream-filled hope.

                                                    CUT TO:

     INT. DOLORES' APARTMENT - LATE NIGHT

     Ed and Dolores lie in bed, in the dark.  He stares vulnerably
     at her.

                             ED
               Honey, what if I'm wrong?  What if
               I just don't have it?

                             DOLORES
               Ed, it was only one review.

                             ED
               Orson Welles was 26 when he made
               "Citizen Kane."  I'm already 30!

                             DOLORES
               Ed, you're still young.  This is the
               part of your life when you're
               supposed to be struggling.

                             ED
               I know... But sometimes I get scared
               this is as good as it's gonna get...

     Dolores kisses Ed affectionately.

                             DOLORES
               Things'll change for us.  Nobody
               stays on the fringe forever.

     She gets out of bed.  We see her tiny apartment is drab and
     crumbling.  Dolores turns on the shower, then walks to the
     closet.  She looks inside.

                             DOLORES
               God, where's my pink sweater?  I can
               never find my clothes anymore...

     ANGLE - ED

     He rolls over in bed, away from her.

                                                    CUT TO:

     INT. STUDIO WAREHOUSE - DAY

     CU on Ed reading "The Hollywood Reporter."  A RUDE BOSS in
     suspenders suddenly strides up.

                             RUDE BOSS
               Hey big shot, get off your ass.  They
               need a potted palm over in the Carl
               Laemmle Building.

                             ED
               Sure thing, Mr. Kravitz.

     Ed jumps up.  We WIDEN, revealing he's in a giant greenhouse,
     packed with rows of potted plants and shrubs.  Ed grabs a small
     palm tree and hurries out.

     EXT. MOVIE STUDIO - DAY

     Ed strolls across the busy movie lot, lugging the palm.  He
     passes a soundstage and notices the stage door open a crack.
     Ed glances around, then puts down the palm and hurries in.

     INT. SOUNDSTAGE ó SAME TIME

     A big-budget foreign legion movie is shooting, with a huge cast
     and crew. A giant desert set has been erected, with camels and
     real sand dunes. Ed is blown away.

                             ED
               Whoa, look at all this sand.  This
               is real sand!  My God, where'd they
               get all this sand?!

     A SECURITY GUARD sees him.

                             SECURITY GUARD
               Hey, YOU.  This is a closed set.

     Ed is caught.  He hurries out.

     EXT. MOVIE STUDIO ó DAY

     Ed continues across the lot, carrying his palm tree.  An OLD
     CRUSTY MAN sticks his head out an office window.

                             OLD CRUSTY MAN
               Hey, Eddie!  Come in here.  I got
               some great new stuff to show you.

     Ed puts down the plant again and runs in.

     INT. EDITING ROOMS ó DAY

     The old guy is proudly showing Ed STOCK FOOTAGE on a moviola.
     The footage is totally random: Giant explosions, buffalos
     stampeding, tanks, an octopus swimming, etc.

     Ed is dazzled.

                             ED
               This is fantastic!  What are you
               gonna do with it all?

                              OLD CRUSTY MAN
               Eh, probably file it away and never
               see it again.

                              ED
               It's such a waste.  If I had half a
               chance, I could make an entire movie
               out of this stock footage!
                       (getting inspired)
               See, the story opens with these
               mysterious explosions.  Nobody knows
               what's causing them, but it's
               upsetting all the buffalo.  So the
               military is called in to solve the
               mystery.

                             OLD CRUSTY MAN
               Ya forgot the octopus.

                             ED
               No, I'm saving that for the big
               underwater climax!

     The old guy cackles.

     EXT. MOVIE STUDIO - DAY

     Ed finally carries the tree into the Laemmle Building.

     INT. STUDIO OFFICES - SAME TIME

     Young SECRETARIES in June Cleaver hairdos are giggling.

                             SECRETARY #1
               They say he was a girl trapped in a
               man's body.

                             SECRETARY #2
               I'll bet it hurt when they snipped
               his thing off.

     EEWWW!  All the girls shriek in horror.  Ed walks in and puts
     down his plant.

                             ED
               What are you ladies gabbin' about?

                             SECRETARY #1
               You know that Christine Jorgensen
               freak?  He/she/it's in "Variety."
               Some producer is making a biopic.

                             ED
                       (startled)
               R-really?  I didn't see the story.

                             SECRETARY #1
               Ah, it was buried in the back.  The
               guy's a real smallótime operator.

     She holds up her "Variety."  Ed hurriedly takes it.

                                                    CUT TO:

     INSERT - VARIETY

     The story headline says "BOYóTOóCHICK FLICK TO CLICK."  We PULL
     OUT, revealing we're now in

     INT. ED'S APARTMENT - DAY

     Ed holds the newspaper while he paces around his apartment.
     The place has threadbare carpet, faded wallpaper, and an
     electric burner for a kitchen.  A handful of mangy DOGS run
     around. Tacked-up are movie posters for "DRACULA," "FREAKS,"
     and "THE MAGNIFICENT AMBERSONS."

     Dolores talks on the phone, while Ed silently coaches her.

                             DOLORES (on phone)
               Yes, I've got Mr. Edward Wood on the
               line.  Could you please hold?

     Ed gives her a thumbs up -- perfect!  He confidently takes the
     phone.

                             ED (on phone)   
               Hello, Mr. Weiss?  I heard about your
               new project and was curious if you
               signed a director.  Oh -- you
               haven't?  Well, if we could get
               together, I could explain why I'm
               more qualified to direct this than
               anyone else in town. 
                       (beat)   
               Uh, I'd rather not go into it over
               the phone...  Alright.  Great!  l'll
               see you then!    

     Ed hangs up and YELPS excitedly.  He kisses Dolores.  She pulls
     away.

                             DOLORES
               Eddie, I don't understand.  Why are
               you the most qualified director for
               the Christine Jorgensen Story?

                             ED
                       (nervous, he lies)
               Aw, er, it's just a bunch of hot air.
               I had to say something to get in the
               door.

                                                    CUT TO:

     INT. LOW-RENT HALLWAY - DAY

     Ed walks jauntily along, wearing a snappy suit.  He reaches a
     door that says "SCREEN CLASSICS ó George Weiss, President." Ed
     fixes his hair, checks his clothes, then enters.

     INT. SCREEN CLASSICS ó SAME TIME

     It's a crowded root, piled with paperwork and files.  Film cans
     are stacked everywhere, and framed oneósheets for "TEST TUBE
     BABIES," "BLONDE PICKUP" and "GIRL GANG" litter the cracked
     walls.  Sitting behind the messy desk is GEORGIE WEISS, 60, a
     rug merchant turned exploitation film producer.  He juggles a
     large sandwich and angrily barks into the phone.

                             GEORGIE (on phone)
               Look, when I said you could have the
               western territories, I didn't mean
               all eleven states!  I meant
               California, Oregon, and uh, what's
               that one above it... Washington.  Oh
               really?!  Well screw you!

     Georgie slams down the phone.  He smiles warmly at Ed.

                             GEORGIE
               Can I help you?

                             ED
               Yes, I'm Ed Wood.  I'm here about
               directing the Christine Jorgensen
               picture.

                             GEORGIE
               Yeah, well a couple of things have
               changed.  It ain't gonna be the
               Christine Jorgensen story no more.
               Goddamn "Variety" printed the story
               before I had the rights, and now that
               bitch is asking for the sky.

                             ED
                       (disappointed)
               So you're not gonna make the movie?

                             GEORGIE
               No, of COURSE I'm gonna make the
               movie!  I've already preósold Alabama
               and Oklahoma.  Those repressed Okies
               really go for that twisted pervert
               stuff.  So we'll just make it without
               that she-male.  We'll fictitionalize
               it.

     Georgie bites into his sandwich.  Ed is dazed.

                             ED
               Is there a script?

                             GEORGIE
               Fuck no!  But there's a poster.

     Georgie pulls out artwork of a hermaphrodite: Man on the left
     side, woman on the right.  The lettering screams, "I CHANGED MY
     SEX!"

                             GEORGIE
               It opens in nine weeks in Tulsa.

                             ED
                       (mustering up his courage)
               Well, Mr. Weiss, I'm your guy.  I
               work fast, and I'm a deal: I write
               AND direct.  And I'm good.  I just
               did a play in Hollywood, and Victor
               Crowley praised its realism.

                             GEORGIE
               Hmm.  There's five-hundred guys in
               town who can tell me the same thing.
               You said on the phone you had some
               kind of "special qualifications."

     Ed takes a measured piuse.  This is his big revelation.

                             ED
               Well, Mr. Weiss, I've never told
               anyone what I'm about to tell you...
               but I really want this job.
                       (he gulps)
               I like to dress in women's clothing.

                             GEORGIE
               Are you a fruit?

                             ED
               No, no, not at all!  I love women.
               Wearing their clothes makes me feel
               closer to them.

                             GEORGIE
               So you're not a fruit?

                             ED
               Nah, I'm all man.  I even fought in
               WW2.
                       (beat)
               'Course, I was wearing ladies'
               undergarments under my uniform.

                             GEORGIE
               You gotta be kiddin' me.

                             ED
               Confidentially, I even paratrooped
               wearing a brassiere and panties.
               I'll tell ya, I wasn't scared of
               being killed, but I was terrified of
               getting wounded, and having the
               medics discover my secret.

     Georgie sits back.  It's a hell of a story.

                             GEORGIE
               And this is why you think you're the
               most qualified to make my movie?

                             ED
               Yeah.  I know what it's like to live
               with a secret, and worry about what
               people are gonna think of you... My
               girlfriend still doesn't know why her
               sweaters are always stretched out.

     Georgie shrugs.

                             GEORGIE
               Ed, you seem like a nice kid, but
               look around you...
                       (he gestures at the posters)
               I don't hire directors with burning
               desires to tell their stories. I
               make movies like "Chained Girls."
               I need someone with experience who
               can shoot a film in four days that'll
               make me a profit.
                       (beat)
               I'm sorry.  That's all that matters.

                                                    CUT TO:

     INT. BAR ó DAY

     Ed sits morosely in a scuzzy bar, three empty shot glasses in
     front of him.  A BARTENDER ambles over.

                             BARTENDER
               Are you gonna get something else?

     Ed glumly empties his pocket.  All he has is change.  Ed sighs,
     and staggers out.

     EXT. HOLLYWOOD BOULEVARD - DAY

     Ed shuffles down the street, his head hanging low.  A
     restaurant door opens, and an EISENHOWER ERA NUCLEAR FAMILY
     exits.  Whitebread Dad, Mom, Son, and Daughter stride out in
     their starched clean clothes.

     They march obliviously past Ed.  He watches them go, then
     continues.  Ed reaches a building, "HOLLYWOOD MORTUARY," and
     glances in the window.  A pause, then he does a doubletake.

     THROUGH THE WINDOW

     The showroom is filled with sample coffins.  Lying inside one
     is BELA LUGOSI.

     ANGLE - ED

     He is flabbergasted.

     INT. HOLLYWOOD MORTUARY - SAME TIME

     Lugosi slowly sits up inside the coffin.  Bela is an aged 70-
     year-old man, once a great star, now a faded memory trying to
     hang on to his nobility.  Quite frail and tired, he is still a
     master of the grand gesture.

     An UNCTUOUS SALESMAN steps up.  Bela speaks, in a thick
     Hungarian ACCENT which gives him an Old World elegance.

                             BELA
               Too constrictive.  This is the most
               uncomfortable coffin I have ever been
               in.

                             SALESMAN
               Gee, Mr. Lugosi, I've never had any
               complaints before.

                             BELA
               The selection is quite shoddy.  You
               are wasting my time.

     Mildly annoyed, Bela climbs out. He straightens his cloak and
     walks to the exit -- where be bumps into nervous Ed.

                             ED
               Excuse me, Mr. Lugosi??

                             BELA
                       (irritated)
               I told you, I don't want any of your
               goddamn coffins.

                             ED
               No.  I don't work here.

                             BELA
               Huh?

     Bela peers at Ed, then glances confusedly over his shoulder at
     the salesman.  Oh.  Bela looks back at anxious Ed.

                             BELA
               Who are you?  What do you want?

                             ED
               I don't want anything.  I'm just a
               really big, big fan.  I've seen all
               your movies.

                             BELA
               Ha!

     Bela strides out.

     EXT. HOLLYWOOD BOULEVARD - SAME TIME

     Bela hurries along.  Ed chases after him.

                             ED
               Why were you buying a coffin?

                             BELA
               Because I'm planning on dying soon.

                             ED
                       (concerned)
               Really?

                             BELA
               Yes.  I'm embarking on another bus-
               andótruck tour of "Dracula." Twelve
               cities in ten days, if that's
               conceivable.

     Bela pulls out a large smelly cigar and lights it.

                             ED
               You know, I saw you perform
               "Dracula."  In Poughkeepsie, in 1938.

                             BELA
               Eh, that was a terrible production.
               Renfield was a drunk!

                             ED
               I thought it was great.  You were
               much scarier in real life than you
               were in the movie.

                             BELA
               Thank you.

                             ED
               I waited to get your autograph, but
               you never came outside.

                             BELA
               I apologize.  When I play Dracula,
               I put myself into a trance.  It takes
               me much time to re-emerge.

     A CITY BUS approaches.

                             BELA
               Oh, there's my bus.
                       (he checks his pockets)
               Shit, where's my transfer?!

                             ED
               Don't you bave a car?

                             BELA
               I refuse to drive in this country.
               Too many madmen.

     The bus pulls up, and the doors open.  Ed is worried he's about
     to lose his new friend.  He gets an idea...

                                                    CUT TO:

     INT. 1948 NASH RAMBLER - DAY

     Ed drives anxiously.  Bela sits next to him, filling the car
     with smoke from his big cigar.

                             ED
               Boy, Mr. Lugosi, you must lead such
               an exciting life.  When is your next
               picture coming out?

                             BELA
               I have no next picture.

                             ED
               Ah, you gotta be jokin'!  A great man
               like you... I'll bet you have dozens
               of 'em lined up.

                             BELA
               Back in the old days, yes.  But now
               -- no one give two fucks for Bela.

     Bela puffs on his oversized cigar.

                             ED
               But you're a big star!

                             BELA
               No more.  I haven't worked in four
               years.  This town, it chews you up,
               then spits you out.  I'm just an
               ex-bogeyman.
                       (he points)
               Make a right.

     EXT. BELA'S NEIGHBORHOOD - DAY

     Ed drives past pumping oil wells and into a seedy neighborhood.
     They reach a tiny, well-manicured house.  Ed and Bela get out.

                             BELA
                       (bitter)
               They don't want the classic horror
               films anymore.  Today, it's all giant
               bugs, giant spiders, giant
               grasshoppers -- who would believe
               such nonsense!

                             ED
               The old ones were much spookier.
               They had castles, full moons...

                             BELA
               They were mythic.  They had a poetry
               to them.
                       (he lowers his voice)
               And you know what else?  The women
               prefer the traditional monsters.

                             ED
               The women?

                             BELA
               The pure horror, it both repels and
               attracts them.  Because in their
               collective unconsciousness, they have
               the agony of childbirth.  The blood.
               The blood is horror.

                             ED
               I never thought of that.

                             BELA
               Take my word for it.  You want to
               "score" with a young lady, you take
               her to see "Dracula."

     Bela's eyes twinkle.  He reaches his front door and unlocks it.
     INSIDE... it's awful.  Squalid, dark, with skulls and strange
     voodoo objects scattered about.  Up front hangs a large
     photograph of shockingly young Bela, handsome and regal.

     Ed is stunned by this dismal place, but doesn't say anything.
     Within, DOGS start BARKING crazily.

                             BELA
               Ugh, what a mess.
                       (beat)
               My wife of twenty years left me last
               month.  I'm not much of a
               housekeeper.

     The dogs BARK louder.

                             BELA
               Shh!  I'm coming!  I will feed you!

                             ED
               Well... I guess I should go.  Perhaps
               we could get together again?

                             BELA
                       (he shakes his hand)
               Certainly.  But now the children
               of the night are calling me.

     Bela smiles and steps inside.  The door closes.

                                                    CUT TO:

     INT. DOLORES'S APARTMRNT - DAY

     Dolores is in her 1950's kitchenette, making a green jello
     mold.  Ed bursts in, euphoric.

                             ED
               Sweetie, you won't believe it!  I've
               got the most incredible news!

                             DOLORES
                       (excited)
               You got the job?!!

                             ED
               Huh?!
                       (confused)
               Oh, uh, no, I didn't get the job.
               But something better happened!

                             DOLORES
               Better than not getting a job?

                             ED
               Yeah!  I met a movie star!  Somebody
               really big!

                             DOLORES
               Who?  Robert Taylor?!

                             ED
                       (annoyed)
               No!  A horror movie star!

                             DOLORES
               Boris Karloff!?

                             ED
               Close!  The other one!

                             DOLORES
               You met Basil Rathbone!

                             ED
               Oh, the hell with you.  I met BELA
               LUGOSI!

                             DOLORES
               I thought he was dead.

     Ed's eyes pop.

                             ED
               No!  He's very alive.  Well... sort
               of.  He's old, and frail -- but he's
               still Bela Lugosi!  And he's really
               nice.

                             DOLORES
               Boy, I can't even remember the last
               time he was in a picture.

                             ED
               It's a shame.  He's such a rest
               actor, and nobody uses him anymore.

                             DOLORES
               So did you get his autograph?

     Ed calms down.  He smiles beatifically.

                             ED
               No.  It wasn't like that at all.  It
               was just the two of us, and we were
               talkin'... and he treated me like --
               a friend...

                                                    CUT TO:

     INT. STUDIO WAREHOUSE - DAY

     Ed is back in the plant department, arguing with his boss.

                             RUDE BOSS
               He's a bum.

                             ED
               No he's not!  Do you realize how much
               money he made for this studio over
               the years?  "Dracula"!  "The Raven"!
               "The Black Cat"!

                             RUDE BOSS
               Yeah?  Well now he's a junkie.  He
               don't deserve to work.

                             ED
               That's not true --

                             RUDE BOSS
               He's so great, you hire him.

                             ED
                       (defensive)
               Well, uh, if I could I would...

     The guy takes a mocking face and struts out.  Ed glares.

                                                    CUT TO:

     EXT. BELA'S ROUSE - NIGHT

     It's Halloween night.  CHILDREN in trick-or-treating costumes
     parade up and down the streets.  Through Bela's window, we see
     him and Ed watching TELEVISION -- a small fuzzy screen in a
     huge console.

     INT. BELA'S HOUSE - SAME TIME

     ON THE TV, one of Bela's old '30s horror films plays.  Bela's
     evil character is hypnotizing somebody: His eyes stare the
     famous stare, then his hand does the famous hypnotic gesture.

     ON ED AND BELA

     They are entranced.  The men drink beers in silence.  Bela's
     TWO DOGS lie at his feet.

     ON THE TV

     The old movie suddenly stops, and VAMPIRA appears on the TV
     screen. Vampira, 25, is the sexy "Creature Feature" hostess,
     a pale ghoul slipped into a tight black dress.

     She leers in front of a corny fog-shrouded set.  There is a
     pumpkin, a broomstick, and a sign reading "Happy Halloween."

                             VAMPIRA (on TV)
               Ooo!  Those eyes!  He gives me the
               willies!  The only thing scarier than
               him is this guy I dated last week:
               Charlie from Pittsburgh.  Boy, talk
               about the living dead...

     ON THE MEN

     Ed is disgruntled.

                             ED
               Ugh!  I hate the way she interrupts
               the pictures.  She doesn't show 'em
               the proper respect.

                             BELA
                       (glued to the TV)
               I think she's a honey.  Look at those
               jugs.

     Ed LAUGHS.  Bela waves his arm and starts doing his hypnotic
     hand gesture at the TV.

                             BELA
               Vampira!  You will come under my
               spell!  You will be my slave of love.

                             ED
                       (fascinated by Bela's hand)
               Hey Bela, how do you do that?

                             BELA
               You must be double-jointed, and you
               must be Hungarian.
                       (back at the TV)
               Vampira, look at me!  Stare into my
               eyes.

     Ed joins Bela in this activity.  The two of them wave their
     arms spookily at the TV.

     Bela becomes fatigued.

                             BELA
               I am getting tired.  I need to take
               my medicine.

                             ED
               Do you want me to get it for you?

                             BELA
               No thank you, Eddie.  I'll be
               alright.

     Bela smiles.  He gets up, shuffles across the room, and steps
     behind a curtain.  Ed is puzzled.  Bela's thin arm appears and
     draws the curtain tight.  We hear mysterious CLANGING, drawers
     opening and closing, and then silence.

     Ed sits, waiting.

     Behind the curtain, something DROPS.  We hear a muffled "Shit!"

     Ed is getting worried.  But then the curtain whips open, and
     Bela bounds out, grinning.  He's a bundle of energy.

                             BELA
               I feel better now.

     AT THE DOOR

     The doorbell RINGS.  Kids SHOUT "Trick or treat!"  Bela jumps
     up gleefully.

                             BELA
               Children!  I love children.

     Bela puts on his famous cape, then gets a pair of fangs and
     sticks them in his mouth.

     OUTSIDE

     Little kids in Lone Ranger and Howdy Doody costumes giggle
     expectantly.

     Suddenly the door flies open, and standing there is Count
     Dracula!  The real Count Dracula.  YEOWWWW!!!  The kids SCREAM
     and run.

     Bela chuckles.  Every kid is gone... except one TOUGH BOY.

                             BELA
               Aren't you scared, little boy?  I'm
               going to drink your blood!

                             TOUGH BOY
               Ehh, you're not a real vampire.
               You can't turn into a bat, and
               those teeth don't frighten me.

     Suddenly Ed lurches out, menacingly.

                             ED
               Well how about these teeth?!!

     Ed RIPS HIS TEETH out of his head and thrusts them at the
     kid.  The boy SCREAMS in terror and races away.

     Bela is wowed.

                             BELA
               Hey, how'd you do that?

     Ed smiles impishly, then sticks the teeth back in his mouth.

                             ED
               Dentures.  I lost my pearlies in
               the war.

                                                    CUT TO:

     EXT. STREET - LATER THAT NIGHT

     Ed and Bela run toward us, Bela's cape flapping in the wind.
     Ed takes a swig from Bela's flask.  They're a bit tipsy.

                             ED
               Are you sure this is okay?

                             BELA
               Don't worry.  I do it every
               Halloween.

     EXT. CEMETERY - NIGHT

     The moonlight shines down on a rickety old cemetery.  The wind
     blows hauntingly, and tombstones gleam in the blackness.

     Ed and Bela reach the locked gates.  They glance at each other,
     then start to climb over.  Ed helps Bela.  They jump down, and
     Ed peers nervously.

                             ED
               Now what?

     Bela looks like a child on Christmas morning.  He takes another
     swig, then starts running giddily.

     He disappears into the cemetery.

                             BELA
               I am DRACULA!

     Bela darts happily through the graves.

     His cape flies behind him.

                             BELA
               I am the BAT!!

     Ed's eyes light up.  He starts chasing after Bela.

     Bela's heart is racing.  He zig-zags past ancient crypts.
     Gargoyles peer down.  The wind howls through the skeletal
     trees, silhouetted against the cloudy sky.

     Ed runs through the shadows, trying to catch up.

     Bela flaps his cape up and down.  We almost think he's going to
     fly.

     Ed races up, then quietly stops.  He eagerly watches Bela,
     practically expecting him to turn into a bat.  It's a magical,
     crazed moment.

                             BELA
               I am DRACUlA!  I will LIVE FOREVER!!!

     Bela laughs, then lies down on the grass.

     WIDE

     Ed slowly walks over and lies next to Bela.  They're happy,
     eyes alert, on top of the world.

     Ed peers in wonder at his new friend.

                                                    CUT TO:

     INT. SCREEN CLASSICS OFFICE - DAY

     Ed sits across from Georgie.  Ed's very excited.

                             GEORGIE
               So what's the big news you couldn't
               tell me over the phone... again?

     Ed gulps excitedly.  He has a spiel all planned out.

                             ED
               Mr. Weiss, I was thinkin' about what
               you said, about how all your movies
               have to make a profit.  And I
               realized, what's the one thing, that
               if you put in a movie, it'll be
               successful??

                             GEORGIE
                       (he thinks)
               Tits.

                             ED
               No.  Better than tits -- a star!

     Georgie shakes his head.

                             GEORGIE
               Eddie, you must have me confused with
               David Selznick.  I don't make major
               motion pictures.  I make crap.

                             ED
               Yeah, but if you took that crap and
               put a star in it, you'd have something!

                             GEORGIE
               Yeah.  Crap with a star.

                             ED
                       (impassioned)
               No!  It would be something better!
               Something impressive.  The biggest
               moneymaker you've ever had!

                             GEORGIE
               Fine, maybe you're right.  But it
               doesn't friggin' matter.  I can't
               afford a star, so I don't even know
               what we're talking about.

     Ed grins.

                             ED
               What if I told you you could have a
               star for $1000??

                             GEORGIE
                       (skeptical)
               Who?

     Ed opens his valise and whips out an 8x10 GLOSSY OF BELA.

                             GEORGIE
               Lugosi?

                             ED
               Yeah!  Lugosi!

                             GEORGIE
               Isn't he dead?

                             ED
                       (annoyed)
               No, he's not dead!  He lives in
               Baldwin Hills.  I met him recently,
               and he wants to be in our picture.

                             GEORGIE
               OUR picture?

                             ED
                       (sheepishly)
               Uh, yeah.  Our picture.

     Georgie mulls this over.  He's interested.

                             GEORGIE
               Why would Lugosi want to be in a
               sex-change flick?

                             ED
               Because he's my friend.

     Georgie stares carefully at Ed, then finally smiles.

                             GEORGIE
               Alright, fine!  You can direct it.
               I want a script in three days, and
               we start shooting a week from Monday.

     ANGLE - ED

     He leaps up euphorically.  He eagerly pumps Georgie's hand.

                             ED
               Thank you!  Bless you, Mr. Weiss!
               I promise I won't let you down!

                                                    CUT TO:

     INT. ED'S APARTMENT - DAY

     CU on a ROYAL TYPEWRITER.  Ed's hands whirl across the portable
     typewriter, frantically feeding in pages as fast as be can
     type.  We PULL OUT.

     Ed sits on the bed, typing.  He's a blur of activity, juggling
     a cigarette, coffee, and a telephone, while he writes.

                             ED (on phone)
               But Bunny, you're perfect for this
               job!  You're so good at organizing.

     His adrenalin is pumping.  Ed pours some booze into his coffee.

                             ED
               You know these people.  I need all
               the transsexuals and transvestites
               you can get.
                       (he sucks on his cigarette)
               No, I don't care if they're not
               actors.  I want realism.  I want this
               film to tell the truth!  I've waited
               my whole life for this shot, and I'm
               not gonna blow it.

     There's a KNOCK at the door.  Ed carries the phone on a long
     cord and answers it.  Bela hurries in, smiling broadly.

                             BELA
               Eddie, you got a new movie for me?!

                             ED
               Yeah, it's gonna be a great picture!
               You'll love your character!
                       (back into the phone)
               Bunny, Bela's here.  Look, hit the
               bars, work some parties, and get me
               transvestites!  I need transvestites!

     Ed hangs up and resumes typing.  Bela is puzzled.

                             BELA
               Eddie, what kind of movie is this?

                             ED
               Well, It's about how people have two
               personalities.  The side they show
               to the world, and then the secret
               person they hide inside.

                             BELA
                       (delighted)
               Oh, like Jekyll and Hyde!  Ah, I've
               always wanted to play Jekyll and
               Hyde!  I'm looking forward to this
               production.

     Ed stops typing.  He pours Bela a drink.

                             ED
               Ehh, your part's a little different.
               You're like the God that looks down
               on all the characters, and oversees
               everything.

                             BELA
               I don't understand.

                             ED
               Well... you control everyone's fate.
               You're like the puppetmaster.

                             BELA
                       (getting it)
               Ah, so I pull the strings!

                             ED
               Yeah.  You pull the strings --
                       (he suddenly gets a look)
               "Pull the strings"... hey, that's
               pretty good!

     Ed quickly starts typing again.

                                                    CUT TO:

     INT. ED'S APARTMENT - NIGHT
   
     Ed and Dolores sit at a card table, finishing up dinner.  The
     dogs eat scraps below them.
   
                             ED
               Wipe off your hands.  I've got a
               little surprise for you...
                       (he smiles nervously)
               I finished my script.
   
     Ed anxiously pulls out a pile of pages.  Dolores looks in awe
     at the cover: "'GLEN OR GLENDA' By Edward D. Wood, Jr""

                             DOLORES
               Ed, I'm so proud!  I'll read it as
               soon as I get home.
   
                             ED
                       (apprehensive)
               Well, I'd really like to know what
               you think.  Why don't you go in the
               bedroom and take a look at it?  I'll
               Wait...

     There's an uneasy moment between them.  She senses something
     funny.  Dolores takes the script and goes into the bedroom.
     The door closes.  Ed starts pacing...
   
                                                    DISSOLVE TO:
     INT. BEDROOM - LATER
   
     Dolores reads the script.  She finishes the last page, then
     looks up.  She is very shaken.
   
     Dolores stands.  She grabs the door and opens it.

     THROUGH THE DOORWAY
   
     Ed stands somberly in drag.  He's in a pantsuit, heels, and
     pink angora sweater.
   
     Dolores is totally rattled.  She struggles for a response.
   
                             DOLORES
               So that's where my sweater's been.
   
     Ed silently nods.
   
                             DOLORES
               How long have you been doing this?

                             ED
               Since I was a kid.  My mom wanted a
               girl, so she used to dress me in
               girlie clothing.  It just kinda
               became a habit.

                             DOLORES
               Jesus Christ!  And you never told me?

                             ED
               This is my way of telling you --

                             DOLORES
                       (furious)
               What, by putting it in a fuckin'
               script, for everyone to see?!  What
               kind of sick mind would operate like
               that?

     Ed is terribly hurt.  Dolores shakes tht script.

                             DOLORES
               And what about this so-called
               "Barbara" character?  It's obviously
               ME!  I'm so embarrassed!  This is our
               life!

                             ED
                       (quiet)
               Of course it is.  And that's why you
               should play the part.

                             DOLORES
               Oh!  You got nerve, buddy.
   
     He calmly points at the script.
   
                             ED
               It's a damn good role.

                             DOLORES
               That's not the issue!!
                       (she suddenly stops)
               Ugh!  How can you act so casual, when
               you're dressed like that?!
   
                             ED
               It takes me comfortable.
   
                             DOLORES
               Oh, just like in the script!

     Ed smiles serenely.

                             ED
               Exactly.
                       (he takes her hand)
               So what do ya say?  Do you wanna
               break up... or do you wanna do the
               movie with me?

     Dolores sighs.

                                                  CUT TO:

     INT. SCREEN CLASSICS - DAY

     The hallway is filled with eager TRANSVESTITES.  It's a very
     festive atmosphere, and Bunny tries to create some order.

     Inside the busy office, Paul types, and Conrad cranks a
     mimeograph machine.

                             CONRAD
               It's good to have a job.  Now I can
               get my phone reconnected.

     In a corner, Georgie angrily waves the script at Ed.

                             GEORGIE
               I thought this was gonna be a sex-
               change film!

                             ED
                       (defensive)
               There's still a sex-change --

                             GEORGIE
               Yeah!  Five pages right before it
               ends!  The rest of the show is about
               some schmuck who likes angora
               sweaters.

                             ED
               I don't think he's a schmuck.

                             GEORGIE
               And what's with this new title?!  My
               poster says "I CHANGED MY SEX"!

                             ED
               So change the poster.  Trust me,
               you'll be better off.  This is a
               story that's gonna grab people.
                       (he goes into a pitch)
               It's about this guy.  He's crazy
               about this girl but he likes to
               wear dresses.  Should he tell her?
               Should he not tell her?  He's torn.
               George, this is DRAMA.

     Georgie throws up his hands

                             GEORGIE
               Fine, shoot whatever baloney you
               want!  I give up.  Just make sure
               it's seven reels long.

                                                    CUT TO:

     EXT. STREET - EARLY MORNING

     We are on location for Ed's first film!  A SMALL CREW of a
     dozen unpacks the camera and reflectors from their cars.  Ed's
     voice rises above the hubbub.

                             ED (O.S.)
               Excuse me, could I have everyone's
               attention?!  Could you gather around?
               I've got something to say.

     The crew members put down their things and gather in a circle.
     In the middle, we reveal Ed, in complete drag.  Dress, nylons,
     pumps, lovely blonde wig... he's quite a sight.  Like an eager
     Scoutmaster, he addresses his troops.

                             ED
               Everybody, we're about to embark on
               quite a journey.  Four days of hard
               work... but when it's over, we'll
               have a picture that'll entertain,
               enlighten, and maybe even move
               millions of people.

     A COUPLE GRIPS glance at each other.

                             ED
               Now the only way we're gonna achieve
               all this is if we stay on schedule.
               Day one -- TODAY -- we'll start easy.
               We have eighteen silent scenes that
               can be shot quickly: Cars parking,
               Patrick's suicide, me strolling as
               a man, me strolling as a woman, etc.
                       (beat)
               After lunch, we'll bring in the
               Inspector and the Doctor.  The Doctor
               is very important to the plot, so we
               might have to spend time on retakes.
               But it's worth it.  Scene totals for
               the first day is thirty-four.
                       (he catches a breath)
               Day Two, we'll be a little busier --

     Veteran CAMERAMAN BILL, an old guy with thick glasses, speaks.

                             CAMERAMAN BILL
               Excuse me Eddie, I don't mean to
               interrupt... but I'm gettin' a little
               worried about those clouds.

     He points up.  Everybody looks at the sky.  The clouds are
     gray.

     Ed nods in agreement.

                             ED
               Good thinkin'.  We'll talk about Days
               Three and Four later.  Now let's get
               that first shot off!  It's Scene 17,
               Glenda looking in the window.

     THE CREW

     disperses.  Ed quickly runs in his heels over to the burly
     make-up man, HARRY.

                             ED
               Okay, do I need any touch-up?

                             MAKE-UP MAN HARRY
               I'm telling ya, eyelashes are the way
               to go.

                             ED
                       (irritated)
               Harry, we've discussed this a million
               times.  I don't want to look like a
               girl.  I want to look like myself.

                             MAKE-UP MAN MARRY
                       (disgruntled)
               Fine.  Then you look beautiful.

     Harry humorlessly powders Ed's nose.  Ed turns away and
     suddenly SHOUTS into a giant megaphone.

                             ED
               PLACES, EVERYONE!  ROLL CAMERA!

                             CAMERAMAN BILL
                       (nonchalant)
               Rolling.

     WIDE

     Ed chucks the megaphone and runs crazily past the camera and
     behind a building.

                             ED'S VOICE
               And -- ACTION!

     A pause, and then Ed, in character as Glenda, calm and
     dignified, steps out and walks down the sidewalk.

     Ed stops at a store window.  He's totally in shadow.

     A grip grimaces.  He TURNS ON a light

     Ed lights up.  He looks in the window, admires a dress on
     display, then silently walks out of frame.

     A beat.  Ed SCREAMS.

                             ED
               And, CUT!  PRINT IT!  LET'S MOVE ON!

                             CAMERAMAN BILL
               Don't you want a second take, for
               protection?

                             ED
                       (exhilarated)
               What's to protect?  It was perfect!

     Suddenly a police car turns the corner.

                             CREW MEMBER
               Cops!

                             ED
               We don't have a permit.  RUN!

     Everyone grabs equipment and takes off.

                                                    WIPE TO:

     INT. LARCHMONT STUDIOS - DAY

     The company is now shooting inside a dinky soundstage.  There
     are dirty mattresses tacked on the walls.  They prep Bela's
     set: A fishnet-draped armchair in front of a flat.  Ed is
     perched high in his director's chair, back in men's clothes.

                             ED
               The set doesn't look right!  It looks
               too... empty.  Clutter it up.  Put
               a skeleton in the corner.  And what's
               that thing over there?

                             PAUL MARCO
               I don't know.

                             ED
               Well it looks good.  Let's use it!

     Georgie hurriedly strides over.  He holds the script.

                             GEORGIE
               Ed!  What's with these revised
               pages?!  A scene in a smelting
               factory?  A buffalo stampede??
               Three-hundred soldiers storming Anzio
               Beach??!  What's going on here?  I
               can't afford to film this nonsense!

                             ED
               Don't worry.  We're not gonna film
               any of it.

                             GEORGIE
               Then how's it gonna get in the
               picture?!

                             ED
               I know a guy in Universal's stock
               house -- he's giving me the footage
               for free.  This movie's gonna look
               like a million bucks.

     Georgie nods.  Oh, okay.

                             O.S. VOICE
               Mr. Lugosi has arrived!

     Ed jumps excitedly.

                             ED
               Oh my God!
                       (he YELLS)
               Mr. Lugosi is here!  Now everyone,
               when he walks on the stage
                       (nobody is listening; so Ed uses
                        his MEGAPHONE)
               Now everyone, when he walks on the
               stage, treat him normal.  I know Bela
               Lugosi is a world-famous star, and
               you're all a little excited, but
               we're professionals.  So if you treat
               him with respect, everything will be
               alright.

     AT THE STAGE DOOR

     The door swings open, and Bela strides in, looking dapper.  He
     glances at the teensy stage, and his face falls imperceptibly.

     Ed runs up, bounding with enthusiasm.

                             ED
               Bela! It's so great to see you!
                       (he glances at his watch)
               And eight o'clock on the dot.  Right
               on time!

                             BELA
               I am always on time.

                             ED
               Of course!  Well, we got a big day
               planned for you... First, we're gonna
               start off a little easy, with you in
               that armchair over there.  Then, once
               you're up to speed and cooking, we'll
               reset and bring out the laboratory
               equipment --

                             BELA
                       (he leans in and WHISPERS)
               Uh, Eddie, do you have my money?

                             ED
               Huh?!  Oh yeah, of course.

     Ed and Bela step over to a corner.

     ACROSS THE ROOM

     From a distance, Ed pulls a wad of money from his pocket and
     peels off a few bills for Bela.  The crew watches, fascinated.

                                                    WIPE TO:

     LATER

     Bela is seated in the ratty armchair on the set.  Harry does
     his make-up.  Harry glances at Bela's arm, and it is full of
     TRACK MARKS.  Harry grimaces, but doesn't say anything.

     Conrad eagerly scurries up.

                             CONRAD
               Mr. Lugosi, I know you're very busy,
               but could I have your autograph?

                             BELA
                       (cordial)
               Of course.

     Conrad hands him a scrap of paper.  Bela signs it.

                             CONRAD
               You know which movie of yours I love,
               Mr. Lugosi?  "The Invisible Ray."
               You were great as Karloff's sidekick.

     Bela's face suddenly hardens.  He snaps.

                             BELA
               "Sidekick"??  "KARLOFF"?!!

     Bela insanely RIPS up the autograph.

                             BELA
               Fuck you!!  Karloff doesn't deserve
               to smell my shit!  That limey
               cocksucker can rot in hell, for all
               I care!!!

     WIDE

     Ed panickedly runs up.

                             ED
               What happened?!  Jesus, Connie, what
               did you do?

                             CONRAD
                       (upset, close to crying)
               Nothin'!  I told him he was great.

                             BELA
               How dare that asshole bring up
               Karloff?!!  You think it takes talent
               to play Frankenstein?!  NO!  It's
               just make-up and grunting!  GRRR!
               GRRR!  GRRR!

     Ed is frozen in fear.  He glances across the stage.

     Georgie is flabbergasted.  He points urgently at his watch.

     Ed nods.  He motions to Conrad: Get out of here.  Conrad runs
     away.  Ed leans in to Bela.

                             ED
               You're right, Bela.  Now Dracula,
               that's a part that takes acting.

                             BELA
               Of course!  Dracula requires
               presence.  It's all in the voice, and
               the eyes, and the hand --

     Bela waves his outstretched arm.  Ed tries to calm him.

                             ED
               Look, you seem a little agitated.
               Do you maybe wanna take a little
               break, go for a nice walk... and then
               we'll come back and shoot the scene?

                             BELA
               BULLSHIT!  I am ready now!  Roll the
               camera!!

     The crew is baffled.  Ed shrugs at them.

                             ED
               Um, okay... roll camera

                             CAMERAMAN BILL
                       (unsure)
               Rolling.

                             ED
               Sound!

                             SOUNDMAN
               Speed.

                             CAMERA ASSISTANT
               Mark.  Scene Thirty-One.

     The Assistant CLAPS the slate in front of Bela, then runs.

                             ED
               And... action?

     It's dead quiet.  Nobody knows what's about to happen.

     WE MOVE IN TO BELA.  And... he suddenly assumes character.
     Like the consumate pro he is.  Bela gets a wicked, sinister
     leer, then starts intoning threateningly:

                             BELA (as the SPIRIT)
               "Beware.  Beware!  Beware, of the big
               green dragon that sits on your
               doorstep.  He eats little boys!
               Puppy dog tails!  Big fat snails!
               Beware.  Take care.  Beware!"

     CLOSEUP - ED

     He is blown away.  He quietly mumbles in amazement.

                             ED
               Brilliant.

                                                    WIPE TO:

     INT. STAGE - NEXT DAY

     Dolores studies her script, as the crew lights a flimsy kitchen
     set.  Ed strolls past, nonchalantly removing a ladies' wig and
     earrings.  She stares in disbelief.

                             DOLORES
               How can you just walk around like
               that, in front of all these people?

                             ED
               Hon', nobody's bothered but you.
                       (he gestures)
               Look around -- they couldn't care
               less.

                             DOLORES
               Ed, this isn't the real world!
               You've surrounded yourself with
               WEIRDOS!

                             ED
               Say it a little louder.  I don't
               think Bela heard you in his trailer.

     Dolores quiets down.  She feels bad.

                             ED
               Dolores.  I need your help...

                                                    WIPE TO:

     FILMING IN PROGRESS - LATER

     A scene is being shot, on camera.  Ed (as Glen) and Dolores (as
     Barbara) stare into each other's eyes.  He's dressed normal,
     and she wears a fuzzy angora sweater.

                             ED (as GLEN)
               "My mind's in a muddle.  I thought
               I could stop wearing these things.
               I tried, honestly I tried..."

                             DOLORES (as BARBARA)
                       (tentative)
               "Glen, I don't fully understand this.
               But maybe together -- we can work it
               out."

     She stands up, dramatically takes off her angora sweater, and
     gives it to Ed.

     He holds it meaningfully, then smiles proudly.

                             ED
               Music swells... and CUT and PRINT IT!

     Ed and Dolores hug.

                                                    CUT TO:

     INT. EDITING ROOM - DAY

     On a MOVIOLA, we see the black-and-white image of Dolores
     taking off her angora and giving it to Ed.

     WE PULL OUT.  Ed and Georgie are hunched over, watching the
     movie.  Ed smiles proudly.

                             ED
               And we fade out.  "The End."
                       (the film runs out)
               What do you think?

     Georgie peers at his watch.  He shakes his bead.

                             GEORGIE
               I think it's fifty-seven minutes
               long.

                             ED
               Yeah?  Whatever.  So did you like it?

                             GEORGIE
                       (like a lecturing teacher)
               Ed, what was the one thing I asked
               you to do?  Make it seven reels long.
               I've got contracts with my
               exhibitors.  If it ain't over an
               hour, they won't play it.

                             ED
               Gee, I used every frame of film we
               shot.  Maybe they won't notice.

                             GEORGIE
               They'll notice.
                       (beat)
               Look, why don't you let me take over
               from here?  I can do a few tricks:
               Pad it out with more stock footage,
               add establishing shots...

                             ED
               Um, I guess --

                             GEORGIE
               Good.  And one more thing.  I think
               your "Written, Directed, and Starring
               Ed Wood" credit is a bad idea.

                             ED
               Why?!  I did all those things!  Hell,
               I even built the props.

                             GEORGIE
               And you did a bang-up job, too.  But
               you don't want other producers to
               know that's you in drag.  Trust me.
               It's a career killer.

     Ed is quite upset.

                             ED
               But I'm proud.  I wrote, directed,
               and starred in it just like Orson
               Welles in "Citizen Kane"!

                             GEORGIE
               Yeah??  Well Orson Welles didn't
               wear angora sweaters, did he??!

     Ed is beaten.

                                                    CUT TO:

     INT. SCREENING ROOM - NIGHT

     It's the cast and crew screening!  The eager two-dozen people
     are packed into a tiny screening room.

     The lights dim, and the movie starts.  A LIBRARY MUSIC fanfare,
     and then: "Bela Lugosi in GLEN OR GLENDA"

     Everyone APPLAUDS excitedly.  Bela smiles.
       
     Credits continue: "Featuring Daniel Davis and Dolores Fuller"

     The audience is audibly baffled.  Bunny BLURTS out.

                             BUNNY
               Daniel Who?!

     Dolores leans in to Ed.

                             DOLORES
               Ed, who is Daniel Davis?

                             ED
                       (sour)
               Some weirdo who likes to wear
               dresses.

                                                    DISSOLVE TO:

     LATER IN THE MOVIE

     ON-SCREEN, Dolores looks tenderly at Ed.

                             DOLORES (on screen)
               "Glen.  Is it another woman?"

     Ed as Glen nervously ponders his response.

     But suddenly -- MUSIC THUNDERS in.  The movie cuts to buffalo
     stampeding.  Bela's angry face is superimposed over this.

                             BELA (on screen)
               "Pull the string!  Pull the string!"

     IN THE AUDIENCE

     People are impressed by this technique.  Bela nods in approval.

     ON-SCREEN

     Out of nowhere, CHEAP JAZZ MUSIC starts, and the movie abruptly
     cuts to SLEAZY STAG PARTY-STYLE FOOTAGE!  A bare-chested man
     whips a bound woman!  A woman dominates another tied to a large
     stick!  A brunette violently rips off her dress and does a
     hoochie-coochie dance!

     IN THE AUDIENCE

     The crowd is stunned.

                             CAMERAMAN BILL
               I didn't shoot that!

     Ed looks back at Georgie, who's wearing a big satisfied grin.

                             ED
               Georgie, what's with the stag
               footage??  You said you were cutting
               in establishing shots!

                             GEORGIE
               I did.  I established some tits and
               ass.

     Ed rolls his eyes.  He turns back to the movie.

     INT. PARTY - LATER THAT NIGHT

     Everybody is CELEBRATING, with a raucous party.  People are
     boozing it up.  BIG BAND MUSIC plays.  Ed dances with Dolores.
     Paul smokes a joint.  Conrad falls over a table and breaks a
     lamp.  Bela dances happily with a cute young REDHEAD.

                             BELA
               Wasn't I something..?  Did you see
               how I command the screen?!

     Ed's giddy buddies stumble over with foaming glasses of beer.

                             BUNNY
               Ed, it was superb.

                             CONRAD
               A great show!  A little strange...
               but great -- especially my scenes.

                             ED
               Just like I always promised.  Now
               you're among the immortals.  You're
               movie stars.

                             PAUL MARCO
                       (he raises his glass)
               Here's to Ed.  For making us into
               something.

     It's a warm moment.  They all CLINK their glasses.

     Dolores kisses Ed.

                                                    CUT TO:

     EXT. BUNGALOW HOUSE - DAY

     We're outside a cute little Spanish bungalow house.  Ed and
     Dolores are moving in.  They lug furniture from a rented truck.

                             ED
               From today on, our lives are
               different!  We'll be swimming laps
               in the same pool Jean Harlow did.

                             DOLORES
               I don't know.  It's so much money...

                             ED
               Who cares?!  We're on a ROLL!  These
               are the moments in life you're
               supposed to grab.

                             DOLORES
               But Ed, we're not even married.  And
               you don't have a job.

                             ED
               But you do!  And anyway, I've got
               tons of new scripts.  And now that
               I have a track record, studios are
               bound to hire me!

     She just stares.  Ed shrugs, semi-reassuringly.

                             ED
               Look on the bright side.  If we miss
               the rent, what's the worst they can
               do?

                             DOLORES
               Toss us out on our ass.

                             ED
               Exactly.

     INT. BUNGALOW - DAY

     The house is moved in.  Ed's unkempt dogs run about.  Pumped-up
     Ed sits on the bed typing fiendishly fast while wearing an
     angora sweater.  A cigarette dangles from his mouth, and a
     bottle of booze lays in his lap.  Bela sits quietly nearby.

                             ED
               How 'bout a western?  People love
               westerns.

                             BELA
               But, I don't like horses.  Do I have
               to get on one?

                             ED
               Eh, forget it.  What else is big?
                       (his face lights up)
               Teenagers!  Jailbait pics!  Yeah...
               You got the juvenile delinquent, his
               girlfriend from the wrong side of the
               tracks --

                             BELA
               Who do I play?

                             ED
               Uh, a cop.  NO!  You play the father.
               He's angry!  He doesn't like seeing
               his son -- no -- he doesn't like
               seeing his daughter behave this way!

                             BELA
                       (cautious, not to offend)
               Well... can't I play the romantic
               part?  I'm tired of always being the
               bad guy.  You know, back in Hungary,
               I played Romeo!  I would like to be
               the lover again -- me, in a boat,
               with the girl...

     Ed considers this.

                             ED
               Sure.  Romance, that's great!  To
               engineer your comeback, we're gonna
               need a whole slate of pictures.  Once
               "Glen Or Glenda" takes off, we'll
               slam you into one, then another, then
               another!

                             BELA
                       (he smiles)
               That's good.  I could use the money.

                             ED
               But we need to start off with a bang!
               Something we know the audience will
               want to see.  Mmm.  What was your
               biggest hit?

                             BELA
                       (he thinks)
               Hmm... my biggest hit?  That would
               probably be "Dracula."

                             ED
               Of course!

     Ed crabs a pen and excitedly scrawls out the word "DRACULA."
     Bela frowns.

                             BELA
               Those bastards at Universal.  I made
               so much money for them, and now I
               can't get the time of day.

                             ED
               So let's make another "Dracula."
               Let's make "The Return of Dracula"!

                             BELA
               We can't.  Those sons-a-bitches
               control the rights.

                             ED
               They do?  Shoot.  There must be a
               way to get around that...

     Ed's mind is working.  He holds out the paper and stares at
     it.  Suddenly, he grins.  He grabs the pen and makes a period
     after the "DR."  It now says "DR.ACULA"

                             ED
               Ha-ha!  Dr. Acula!

                             BELA
               Dracula?

                             ED
               No!  Doctor Acula!  You can still
               wear the cape, have the fangs...
               but you're a doctor!  Not a count.

                             BELA
               Ah!  This is very exciting.

                             ED
                       (inspired)
               I gotta type this up, while it's
               still fresh!

     Ed rips the paper from his typewriter, puts in a blank page,
     and starts typing.

                                                    CUT TO:

     EXT. MOVIE STUDIO GATE - DAY

     We're outside the imposing gates of MGM.  The lion logo is
     overhead.  Ed drives up in his dirty Nash Rambler convertible.
     He wears his nicest suit.  Ed peers nervously at the GUARD.

                             ED
               Excuse me, I'm here to see Mr.
               Feldman.

     The Guard stares suspiciously at Ed.  His filthy car is leaking
     oil.

                             GUARD
               What's your name?

                             ED
               Edward D. Wood, Junior.

     The man frowns.  He looks through his files -- then finds a
     parking slip with Ed's name.  He is surprised.

                             GUARD
               Oh.  Eh, he's in the Executive
               Building.  You can park in the
               reserved section.

     Ed smiles.

     INT. EXECUTIVE WAITING ROOM - DAY

     The room is very posh, with fancy paneling and marble floors.
     Ed sits nervously under posters for "GRAND HOTEL" and "QUO
     VADIS."  Film cans labled "Glen Or Glenda" rest in his lap.

                             SECRETARY
               Sir, Mr. Feldman will see you now.

     She hits an electric button.  A large oak door swings open.

     INT. OFFICE

     Behind a giant desk is MR. FELDMAN, a glib, thin over-
     caffeinated man.  He jumps up, smiling.

                             MR. FELDMAN
               Mr. Ward, it's a delight to meet you.

                             ED
                       (shaking his hand)
               It's Wood.  Ed Wood.

                             MR. FELDMAN
               Wood?  Ward?  Wood.
                       (puzzled, he glances at his
                        appointment book)
               Hey, what do you know.  It is Wood.
               Dang secretaries, you can never get
               a good one.  Right?

     Ed shrugs.  Feldman grins.

                             MR. FELDMAN
               So what are you bringing me?  Looks
               like you got some film cans.

                             ED
               Well, Mr. Feldman, some people have
               resumes to show.  I've got my own
               movie.

                             MR. FELDMAN
               Really?!  Well good for you.

                             ED
               I just made this picture, over at
               Screen Classics.  It opens next week.

                             MR. FELDMAN
               Screen Classics?  Hmm, don't know
               them.

                             ED
               Nobody in town has seen it, so I'm
               givin' you first crack at my talents.

                             MR. FELDMAN
               I can't wait to take a look.
                       (he claps his hands)
               So what's up next?

     Ed leans in.

                             ED
               Well, Mr. Feldman, I don't believe
               in thinking small.  So I've got a
               whole slate of pictures for you: "The
               Vampire's Tomb," "The Ghoul Goes
               West"... and "Doctor Acula"!

                             MR. FELDMAN
               Doctor Acula?  I don't get it.

                             ED
               Dr. Acula!

     Ed writes it out, "DR. ACULA," then waves it in Feldman's face.
     Feldman nods.

                             MR. FELDMAN
               Oh, "Dr. Acula."  I get it.
                       (beat)
               I don't like it.

                             ED
               But Bela Lugosi's in it!

                             MR. FELDMAN
               Lugosi's washed-up.  What else you
               got?

     Ed grimaces.  Lugosi was 90% of his pitch.  He vamps.

                             ED
               Well... I've got another project I
               wasn't gonna tell you about.
               Lugosi's in it, but he's got a
               smaller part.  The lead is an
               ingenue, a sterling young actress
               named Dolores Fuller.  The title is
               "Bride Of The Atom."

                             MR. FELDMAN
               Ah!  Atomic Age stuff, huh?  I like
               it.
                       (he smiles)
               I'll tell you what, Mr. Ward.  Why
               don't you leave those film cans, and
               my associates and I will take a look
               at your little opus.  Maybe we can
               do business together.

     Ed is elated.

     INT. STUDIO SCREENING ROOM - DAY

     Feldman and his fellow SMARMY EXECUTIVES sit in a plush
     screening room.  They are viewing "Glen Or Glenda."

     ON-SCREEN, Ed is in drag.  A SOLEMN NARRATOR within the movie
     speaks:

                             SOLEMN NARRATOR (V.O.)
               "Give this man satin undies, a dress,
               and a sweater... and he's the
               happiest man in the world.  He can
               work better, think better, even play
               better -- and be more of a credit to
               his community and his government."

     ANGLE ON THE EXECUTIVES

     They are stupefied.  Yikes!

                             EXECUTIVE #1
               What the hell is this?!

                             EXECUTIVE #2
               Is this an actual movie?!

                             EXECUTIVE #1
               It can't be.

                             EXECUTIVE #2
               It's fuckin' ridiculous!

     Feldman squints at the screen.

                             FELDMAN
               Wait a minute.  That guy in the dress
               -- he's the one I met with today!
               This must be a big PUT-ON!
                       (he CHUCKLES)
               It's probably another one of Billy
               Wellman's practical jokes!

     Everybody suddenly starts HOWLING with laughter.

                                                    CUT TO:

     EXT. NEWSSTAND - DAY

     Ed zooms up and chipperly jumps from his car.  He buys a "Los
     Angeles Herald-Express," eagerly opens it to the entertainment
     pages... and then gets a confused look.  Ed quickly starts
     rifling through the pages -- something is wrong.

     EXT. PHONE BOOTH - DAY

     Ed angrily shouts into the phone.

                             ED
               Georgie, what happened?!  I thought
               "Glen Or Glenda" was opening next
               week!  Where's the ads?

     An OLD-FASHIONED SPLIT SCREEN of Georgie on the phone appears.

                             GEORGIE
                       (pissed-off)
               "Where's the ads"?!  The ads are in
               Alabama, Indiana, and Missouri!  You
               schmuck, it ain't gonna play L.A.!

                             ED
               Why not??

                             GEORGIE
               Because I can't sell it to save my
               life!  You made a goddamn feathered
               fish.  Is it an art film, a horror
               show, a hygiene flick?  Nobody knows!
               I'm beggin' people to book it.

                             ED
                       (insulted)
               Maybe it needs special handling.

                             GEORGIE
               Screw you, Wood!  I even sunk more
               money into different titles:
               "Transvestite" "He Or She?" "I Led
               Two Lives"... It DOESN'T MATTER!
               Nobody wants to see the piece of
               shit.

                             ED
               You can't talk that way about my
               movie.

                             GEORGIE
               "Your movie"?!  I wish it was your
               movie!  I wish I hadn't blown every
               dime I ever made into this stinkbomb.
               If I ever see you again, I'll kill
               you!!!

     Georgie SLAMS down the phone.  His split screen WIPES off,
     leaving Ed standing alone.

     Ed stares at the phone, then quietly hangs it up.

                                                    CUT TO:

     INT. OLYMPIC AUDITORIUM - NIGHT

     WHAM!  A WRESTLER throws another WRESTLER at the mat.  The
     crowd CHEERS raucously.  We're at the Saturday Night Wrestling
     Matches!

     In the stands are Ed, Dolores, Bunny, and Bunny's new YOUNG
     MALE "FRIEND."  Seated around them are hollering truckers and
     ex-Marines.  Bunny giggles and nudges gloomy Ed.

                             BUNNY
               So guess where I'm going next
               weekend?

                             ED
               I don't know.  Where?

                             BUNNY
               Mexico!  And guess what I'm going to
               do there?!

                             ED
                       (not enjoying this game)
               I dunno.  Lie on the beach?

                             BUNNY
               WRONG!  I'm getting my first series
               of hormone shots!  And once those
               babies kick in, they're gonna remove
               my organs, and MAKE ME A WOMAN!

     Ed is astonished.

                             ED
               Jesus!  Are you serious?

                             BUNNY
               Yes!  I've dreamed of it for years,
               but your movie made me realize I've
               got to take action.  GOODBYE, PENIS!

     The truckers nearby stare.  Dolores covers her face.

                             DOLORES
               Ssh!  Will you keep it down?

     The crowd suddenly ROARS and jumps up.  A favorite wrestler has
     entered the ring, massive TOR JOHNSON, 50.  Tor is an
     incredible sight: A bald, lumbering behemoth.

                             RING ANNOUNCER (amplified)
               Now entering the ring, in the gold
               trunks, 350 bone-crunching pounds of
               pure strength, the "Swedish Angel"...
               Tor Johnson!!!

     The crowd goes apeshit.  The stands are going to collapse from
     the SHOUTING.

     Ed's eyes are the size of saucers.

                             ED
               My God, look at that guy.  He's a
               mountain!

     The bell RINGS.  Tor quickly grabs his OPPONENT, a man in a
     blue mask, and throws him at the ground.  Then Tor jumps onto
     his stomach, easily picks him up, and heaves him at the ropes.

     People CHEER.  Ed is flabbergasted.

                             ED
               I've never seen anything like him!

                             BUNNY
               And once I'm a woman, Jean-Claude and
               I are getting married --

                             ED
                       (eyes glued to the ring)
               Ssh!  He's so big!  He's a monster!
               Can you imagine what that guy would
               be like in a movie?

     ON TOR

     He screams maniacally in Swedish.  Tor lifts the Opponent over
     his head and tosses him into the stands.  Three rows of chairs
     get knocked over.

                                                    CUT TO:
       
     EXT. WRESTLER'S BAR - NIGHT

     A tiny miniature European car pulls up.  Tor Johnson is
     squeezed inside -- ludicrously oversized for this vehicle.  Tor
     carefully wedges himself out and enters the bar.

     INT. WRESTLER'S BAR - SAME TIME

     This rowdy bar is packed with burly WRESTLERS.  Tor walks in,
     and men cheerily yell out: "Hey, Tor!" "Hi, Tor!"  Tor grins.
     In person, he actually seems a jolly, outgoing fellow.

     Ed waves from the corner

                             ED
               Mr. Johnson, over here!

     Tor smiles and lumbers over

                             ED
               Glad you could fit me in your
               schedule.

                             TOR
                       (in a hoarse SWEDISH ACCENT)
               Da pleasure be mine.

     They shake hands.  Ed's hands look like a baby's in Tor's giant
     mitts.

     Tor tries to sit in the booth.  But he can't fit.

                             TOR
               Could we moovf to table?

                             ED
               Oh, of course!

     Ed jumps up.  They move to a large table.  Now Tor is happy.
     He starts shoveling beer nuts into his mouth.

                             ED
               So, Mr. Johnson --

                             TOR
               Tor!

                             ED
               Tor.  Have you ever thought about
               becoming an actor?

                             TOR
                       (he CHUCKLES)
               Mm, not good-lookink enough.

                             ED
               I think you're quite handsome.

                             TOR
               No.  With hair, yah.  But I must
               shave head for wrestlink.  It scare
               da crowds.  Dey like that.

       Ed smiles.

                             ED
               Well, I think you'd be a sensation
               in pictures.

                             TOR
               But what bout accent?  Some people
               tink I haf too much accent.

                             ED
               Nah, that doesn't matter!  It's a
               visual medium.

     A WAITRESS saunters over.

                             WAITRESS
               Tor, what can I get ya?

                             TOR
               I'll haf eight beers.

                             WAITRESS
                       (nonchalant, to Ed)
               And you?

                             ED
               Uhh, I'll have just one.

     She walks off.  Tor shakes the now-empty nut bowl.

                             TOR
               And more nuts!

     Ed tries to grab Tor's attention.

                             ED
               So anyway, I've got this new script,
               "Bride Of The Atom," and there's a
               part you're ideal for: "Lobo."  He's
               tough.  A brute.  But he has a heart
               -- and at the end he saves the girl.

                             TOR
                       (he laughs merrily)
               I like.  When do movie shoot?

                             ED
               Hopefully, very soon.  I'm just
               awaiting the final okay from Mr.
               Feldman at MGM.

                                                    CUT TO:

     INT. ED'S BEDROOM - LATE NIGHT

     Ed and Dolores are asleep.  Suddenly the phone RINGS.  Ed
     fumbles for it and groggily answers.

                             ED
               Wood Productions...

     We hear Bela's weak VOICE.

                             BELA (on phone)
               Eddie... help me...

                             ED
               Bela?

                             BELA (on phone)
               Eddie... please come over --

     CLICK.  The phone hangs up.  Ed is very alarmed.

     EXT. BELA'S HOUSE - LATE NIGHT

     The wind is blowing.  Ed's Nash roars up, and he jumps out, a
     coat over his pajamas.  He runs up and POUNDS on Bela's door.

                             ED
               Bela?!

     Ed tries the door. It's unlocked.

     INT. BELA'S HOUSE - SAME TIME

     Ed steps into the dark room, and is stunned by what he sees:
     Bela is slumped on the floor, pasty white, eyes glazed.  A
     rubber tube is tied on his arm, and a HYPODERMIC NEEDLE lies
     next to him.

     The dogs crouch behind him, whimpering, despondent,
     Bela looks up through half-opened eyes.

                             BELA                                   
               Eddie... my friend.

     Aghast, Ed runs over.

                             ED
               Bela, what happened?!

                             BELA
               I didn't feel well...

                             ED
               Let me take you to the hospital.

                             BELA
               No hospital.  Just take me to the
               couch...

     Ed nods.  He picks up the old man and carries him across the
     room to the couch.  The large portrait of Bela, young and
     robust, peers down.

                             ED
               Should I call a doctor?

                             BELA
               Nah.  This happens all the time...

     Ed puts a pillow under Bela's head.

                             ED
               Is there anything I can get you?
               Water?  A blanket?

                             BELA
               Goulash.

                             ED
                       (distressed)
               I don't know how to make goulash.

     Ed sits next to him.  An awkward pause.

                             ED
               What's in the needle?

                             BELA
               Morphine, with a demerol chaser.
                       (he starts crying)
               Eddie, I'm so broke.  I don't know
               what I'm gonna do...

                              ED
               Don't worry.  I'll do something.

                                                    CUT TO:

     EXT. MOVIE STUDIO GATE - MORNING

     Ed stands outside MGM, talking into a phone at the guard gate.

                             ED (on phone)
               Mr. Feldman!  I haven't been able to
               get through, so I just showed up.
               Yeah, out front!  So, are we gonna
               be working together?
                       (his face slowly falls)
               Really?  Worst film you ever saw...?
                       (beat)
               Well, my next one will be better.
                       (beat)
               Hello?

     INT. ED'S HOUSE - DAY

     Dolores tries to cheer up gloomy Ed.  He's wearing angora.

                             ED
               I'm no good.

                             DOLORES
               Ed, it's just one man's opinion!

                             ED
               Bela needs a job... I can't even get
               a film going...
                       (listless)
               But of course I can't -- I made the
               worst movie of all time.

                             DOLORES
               That's ridiculous.

     Ed sighs.

                             ED
               All I wanna do is tell stories.  The
               things I find interesting...

                             DOLORES
               Well maybe you're not studio kind of
               material.  Maybe you just need to
               raise the money yourself.

     Ed looks up.

     INT. BANK - DAY

     Ed sits opposite a LOAN OFFICER.

                             ED
               The movie is called "Bride Of The
               Atom"...

     INT. DENTIST'S OFFICE - DAY

     Ed continues, pitching to three DENTISTS in white coats.

                             ED
               ...It will star Bela Lugosi.  Each
               of you would put up $20,000...

     EXT. PHONE BOOTH - DAY

     Ed stands at a busy intersection.  He YELLS into a phone.

                             ED
               Yes, that's right.  The Bela Lugosi.
               He's still alive.
                       (beat)
               Huh?  Is he available Friday night?
               Gee, I suppose so... Why?

                                                         cut TO:

     INT. TV STUDIO - NIGHT

     We're backstage at a '5Os variety show.  It's exciting live TV:
     Showgirls, techies, and cast members dart about in a state of
     hyped-up tumult.

     INT. DRESSING ROOM - SAME TIME

     Bela and Ed sit in his dressing room, running lines.  Bela is
     in his Count outfit: Cape, jet black hair, red lips, etc.  They
     both read off SCRIPTS.

                             BELA
               "Greetings.  I am the Count."

                             ED
               "Greetings.  I am Slick
               Slomopavitz, Seeker of Adventure."
               Audience laughs.  Applause.  "Say,
               that's a funny place to sleep."

                             BELA
               "It is my home."

                             ED
               "Oh, tract housing, huh?"  Laugh.
               "You need a new real estate agent."

                             BELA
               "Beg to differ.  This casket
               incarpratates, er, inporporates --"

     Ed interrupts.

                             ED
               No Bela, that's "incorporates."  Look,
               just say "This casket has..."

                             BELA
                       (upset)
               Ach!  How do they expect a Hungarian
               to pronounce this dialogue?  This
               live television is madness!

     An ASSISTANT knocks and sticks her head in.

                             ASSISTANT
               Five minutes, Mr. Lugosi.

     INT. BACKSTAGE - MINUTES LATER

     Ed and Bela stand in the wings.  Onstage is the SHOW HOST, a
     cheesy comedian.  He is doing a routine with Criswell, the
     famed psychic who opened this movie.  Criswell wears a tux and
     a turban and is acting mysterious.

                             HOST
               And then what's gonna happen?

                             CRISWELL
               In 1960, the automobile will have
               retractable wings, so it can fly.

                             HOST
               Sounds like a heck of a way to beat
               traffic.

     Audience LAUGHS.  Criswell rubs his temples enigmatically.

                             CRISWELL
               By 1970, Man will have colonized
               Mars.  Millions of people will live
               there.

     Ed is mesmerized.

                             ED
               Wow!  Ain't that something.

     INT. STUDIO - LATER

     We're out in the audience.  The curtain rises on a SPOOKY SET:
     Shadows, cobwebs, and a coffin in the center.  The Host walks
     onstage, to huge APPLAUSE.  He's playing his "Slick" character,
     a befuddled moron in a funny hat.  The Host shines a flashlight
     around, and then the coffin opens.  Bela sits up.  There's more
     APPLAUSE.

                             BELA
               Greetings.  I am the Count.

                             HOST
               Greetings.  I am Slick Slomopavitz,
               Seeker of Adventure.

     The audience LAUGHS.  Then APPLAUSE.

                             HOST
               Say, that's a funny place to sleep.

                             BELA
               It is my home.

                             HOST
               Oh, tract housing, huh?
                       (he starts AD-LIBBING)
               I guess I shouldn't complain about
               my duplex in Burbank.  What a dump.
               Some places have a Murphy bed, this
               place has a Murphy shower.  I still
               don't know where to hang the towels!

     The audience HOWLS with laughter.  Bela is totally lost.  He
     seems incredibly confused.

                             BELA
               Uh, beg to differ.

                             HOST
               "Beg to differ?!"  Hey, I'm talkin'
               about my duplex in Burbank!

                             BELA
                       (terrified, groping)
               Uh, Greetings.  I am the Count...

     BACKSTAGE

     Ed covers his face in embarrassment.

                                                    CUT TO:

     INT. STUDIO HALLWAY - LATER

     The Host angrily storms past.

                             HOST
               I told you we should've gotten
               Karloff.

     He exits.  A door opens, and Ed and Bela quietly step out.

                             ED
               Bela, don't worry.  You're better
               than all this crap.

                             BELA
                       (distraught)
               I never said I could ad-lib...

                             ED
               Forget about it.  We'll make our new
               movie, and you'll be a star again.

     They shuffle away... until Criswell and his snazzy ENTOURAGE
     burst around a corner.  Even in person, Criswell is ethereal
     and quite self-important.  He is delighted to see Bela.

                             CRISWELL
               Mr. Lugosi!  It is an unparalleled
               privilege to meet you.  Allow me to
               introduce myself... I am CRISWELL!

                             BELA
                       (morose)
               It's a pleasure...

                             CRISWELL
               Ah, cheer up!   Don't lose heart over
               what happened tonight.
                       (he points at his temple)
               I predict that your next project will
               be an outstanding success!

                             ED
               Wow.

                             CRISWELL
               And who may you be?

                             ED
               Edward Wood, Sir.

                             CRISWELL
               Ah.  The director of "Glen Or
               Glenda."

                             ED
                       (startled)
               H-how'd you know?!

                             CRISWELL
               I'm Criswell.  I know all.

     Criswell winks.

                                                    CUT TO:

     INT. MOCAMBO ROOM - NIGHT

     Latin horns blast onstage of this hopping '5Os nightclub.
     Cigarette girls roam about.  Seated at a front table is Ed,
     Bela, and Criswell's group.  Everyone's plastered and laughing.
     Criswell shouts above the din at a WAITER.

                             CRISWELL
               Bring me two more Beefeater martinis.
               Eddie will have another whiskey,
               Dagmar's a Rum-and-coke, Moustapha
               and King are chablis -- hey Bela,
               would you like a wine?

                             BELA
               No.  I never drink -- wine.

     The whole table CRACKS UP.  Bela cheers up.  Ed turns to
     Criswell.

                             ED
               Hey Cris, how'd you know we'd be
               living on Mars by 1970?  How'd you
               know it wouldn't be 1975, or even
               1980?

                             CRISWELL
               I guessed.

                             ED
               I don't understand.

                             CRISWELL
               I made it up.  It's horseshit!

     Ed's jaw drops.

                             CRISWELL
               There's no such thing as a psychic.
               People believe my folderol because
               I wear a turban and a black tuxedo.

                             ED
               It's that easy?

                             CRISWELL
               Eddie, we're in show biz!  It's all
               about razzle-dazzle.  Appearances.
               If you dress nice and talk well,
               people will swallow anything.

     Criswell smiles knowingly.  Ed nods at this profound wisdom.

                                                    CUT TO:

     EXT. BROWN DERBY - NIGHT

     We're outside the legendary hat-shaped restaurant.  A large
     Eldorado pulls up, and a CONSERVATIVE MAN and his PLUMP WIFE
     step out and approach the DOORMAN.

                             CONSERVATIVE MAN
               Excuse me.  We're here for the Wood
               party.

                             DOORMAN
               Ah, that would be in the Venetian
               Room, sir.

     The couple raise their eyebrows.  They're impressed.

     INT. BROWN DERBY - NIGHT

     A large banner says "BRIDE OF THE ATOM - NEXT YEAR'S SMASH
     HIT!"

     In a private back room, Ed is throwing a LAVISH BACKERS PARTY.
     All his riff-raff friends are dressed in tuxedos and gowns,
     strutting about with flutes of champagne like they're extras
     in "The Great Gatsby."

     Bewildered POTENTIAL BACKERS wander around.  Ed shmoozes them.

                             ED
               We're gonna have the most terrifying
               monster ever seen on film!  A ghastly
               creature created from an atomic
               mutation!

                             BACKER'S WIFE
               I don't like scary movies.  I go more
               for ones with love stories.

                             ED
                       (without dropping a beat)
               Well that's what this movie is...
               a heartbreaking romance!  It's about
               a young reporter, Janet Lawton, in
               love with a young cop, Dick Craig.

     ACROSS THE ROOM

     Conrad and Paul sit in a corner.  Conrad has a shoe off and is
     scratching his foot.  Ed alarmedly runs over.

                             ED
               What do you think you're doin'?!

                             CONRAD
               These shoes are itchy.

                             ED
               You can't sit!  You gotta walk
               around, with good posture.  You want
               these people to think we have class.
               Otherwise they'll never invest in our
               movie.

     ACROSS THE PARTY

     Two AMAZED BACKERS have their hands around Tor's giant arm.

                             AMAZED BACKER
               Bernie, get a load of this guy!

                             TOR
                       (proud of his size)
               Biceps 22! Chest 62! Stomach 54!

                             AMAZED BACKER
               Whew!  You're quite a specimen.
                       (beat)
               And you're gonna be in the picture?

                             TOR
               Yes.  I play Lobo!

     ACROSS THE ROOM

     An excited HICK BACKER shakes Bela's hand.

                             HICK BACKER
               Mr. Lugosi, I can't believe I'm
               meeting you in person.  This is one
               of the most exciting moments of my
               life.

                             BELA
               Thank you.  And you are?

                             HICK BACKER
               Charlie Johnson!  I manufacture
               toothpaste tubes.

     ACROSS THE PARTY

     Criswell struts in the b.g., talking to someone.

                             CRISWELL
               I predict "Bride Of The Atom" will
               be the biggest moneymaker of all
               time!

     In the f.g., Ed introduces Dolores to a SOUTHERN BACKER.

                             ED
               And this is lovely starlet Dolores
               Fuller, who will play Janet Lawton.

                             SOUTHERN BACKER
               And how much will this picture cost?

                             ED
               In a normal studio it would be
               half-a-million, with all their
               wasteful overhead and fancy offices.
               But because we're more efficient, we
               can bring it in for seventy grand!

                             SOUTHERN BACKER
               Hmm.  Well I'll consider it...

     EXT. BROWN DERBY - LATER THAT NIGHT

     Ed and his buddies wave goodbye to the departing backers.

                             ED
               Goodbye!  Goodbye!

                             BELA
                       (to Ed)
               So how'd we do?

                             ED
                       (faking a big smile, but SOTTO
                        VOCE to Bela)
               We didn't make a dime.

     IN THE PARKING LOT

     A VALET hands the car keys to the Conservative Backer.

                             VALET
               That's twenty-five cents, sir.

     The man glances at his Wife. She shrugs.

                             WIFE
               I gave all my money to the
               babysitter.

     The man grimaces.  He checks his pockets, pulls out a handful
     of PENNIES, and counts them out...

                                                    CUT TO:

     EXT. ED AND DOLORES'S BACKYARD - DAY

     Ed sits in a chaise lounge by the pool, studying papers and
     drinking shots of whiskey.  He's in a woman's pantsuit and
     fuzzy slippers.  Dolores marches out.

                             DOLORES
               Ed, the landlord called again.  He
               wants his money.

                             ED
               Tell him "Bride" is in pre-
               production.

                             DOLORES
               Ed, the landlord doesn't care.

                             ED
               That's the problem!  Nobody cares
               about my movie!  I'm tryin' so hard,
               I don't know what else to do!

                             DOLORES
               Don't get angry at me.  Maybe you
               just need a day job.

                             ED
                       (upset)
               Dolores, don't you understand?  I'm
               a director now!  I made "Glen Or
               Glenda."  Directing is my day job.

                             DOLORES
                       (irate)
               All I know is, ever since "Glen Or
               Glenda," all you do is booze it up
               and wear my clothes!

     Suddenly Paul hesitantly steps through the back gate.

                             PAUL MARCO
               Uh, yoo-hoo.  Excuse me!  Sorry to
               interrupt, but I got some big news.

                             ED
                       (dour)
               Yeah...?

                             PAUL MARCO
               Well my cousin Fred met this dame
               from back East.  She's from "old
               money," and he thinks she's loaded.
               And here's the kicker: She's very
               interested in the picture business!

     ANGLE - ED

     He slowly smiles. It's like sun breaking through rain clouds.

                                                    CUT TO:

     EXT. RESTAURANT PATIO - DAY

     We're at a fancy outdoor brunch.  Ed is shaking hands with
     pretty LORETTA KING, 25, a pale brunette in a classy dress.

                             LORETTA
               Pleased to meet you.  I'm Loretta
               King.

                             ED
               I understand you just moved here?

                             LORETTA
               Yes.  Hollywood is oh so exciting.

     A WAITER walks over, with a water pitcher.

                             WAITER
               Water, Ma'am?

                             LORETTA
                       (suddenly freaking out)
               No!  No water!  NO LIQUIDS!  I'm
               terribly allergic to them!

     The waiter is bewildered.  He hurries away.  Ed leans in.

                             ED
               So my associate Mr. Marco tells me
               you may be interested in investing
               in a motion picture.

                             LORETTA
               Perhaps a small amount of money.
                       (she smiles)
               How much do one of your motion
               pictures cost?

                             ED
               For this one, we need $60,000.

                             LORETTA
               That's all??  That seems very
               reasonable for an entire picture.

     Ed perks up.  She's a live one!

     Ed pulls a script from his briefcase and hands it to her.

                             ED
               Perhaps you'd like to look at the
               photoplay.

                             LORETTA
               Oh my, this is very interesting.
                       (she skims the pages)
               Say... do you think it would be
               possible for me to maybe play one of
               these parts?

                             ED
                       (very enthused)
               Oh, of course!!  There's a couple
               characters you'd be perfect for: The
               secretary at the newspaper office,
               or the file clerk!

                             LORETTA
               Hmm.  Those sound kind of small.
                       (stopping at a page)
               Oh, here's one that looks good: Janet
               Lawton.  I'd sure like to play her.

     Ed blanches.

                             ED
               J-Janet Lawton???

                             LORETIA
               Yes, Janet Layton is clearly the part
               to play.  She's got some real meaty
               scenes!  Can't you just see me in
               that part??

     CU - ED

     He is aghast.  What a stomach-churning decision.  He stares at
     Loretta, then slowly croaks a response.

                             ED
               Uh... yeah...
                       (beat)
               You'd be perfect.

                                                    CUT TO:

     EXT. ED AND DOLORES'S HOUSE - DAY

     We HEAR dishes being violently thrown.  Dolores SCREAMS inside.

                             DOLORES (o.s.)
               You bastard!  You two-timing,
               dress-wearing son-of-a-BITCH!!

     INT. HOUSE - SAME TIME

     Dolores is crying and screaming angrily.  Ed ducks the objects
     she hurls at him.

                             ED
               It was the only way I could get the
               movie made!

                             DOLORES
               Who do you think's been paying the
               rent?!  Who helped type your script,
               and did all your grunt work?!

                             ED
               I'm sorry!  What did you want me to
               say?

                             DOLORES
               I wanted you to say, "No!  I wrote
               the part for my girlfriend Dolores."

                             ED
               But there's plenty of other parts.

                             DOLORES
               Like what?!

                             ED
                       (nervous)
               The secretary.  Or the file clerk.

     Dolores is stunned.

                             DOLORES
               YOU ASSHOLE!

     She hurls a pot at Ed.  WHACK!  It slams him in the head.

                                                    CUT TO:

     INT. SOUNDSTAGE - DAY

     The sets are being erected for "Bride Of The Atom"!  The crew
     hurries about the small stage, as Ed energetically supervises.
     He has a large band-aid on his head.

                             ED
               This is gonna be Bela's laboratory,
               so it should be real impressive!
               Like one of those mad scientist
               movies.  I want beakers, and test
               tubes, and one of those electrical
               things that buzzes!

                             BUNNY
               You mean a Tesla coil?

                             ED
               If you say so.

     Tor lumbers over, in his ripped Lobo outfit.  His face has fake
     gashed-up scars.  Tor holds the script.

                             TOR
               Edvard!   I haf question 'bout script.
               My vife Greta, she read.  And she no
               like.

                             ED
               Really?  Was the third act too
               intense?

                             TOR
                       (trying to be polite)
               No.  She tink Lobo is waste of my
               time.  Lobo don't talk.

                             ED
               But Tor, it's a starring part!
               You're second billed.

                             TOR
               Bela, he talk.  Loretta, she talk.
               But Tor, he no talk.

     Ed thinks.  He quickly puts a spin on this.

                             ED
               Tor, dialogue is overrated.  You look
               at the classic film actors, who are
               they?  Fairbanks.  Chaplin.  They
               didn't talk!  They did it all with
               their face.

                             TOR
                       (still bothered)
               But Greta say --

     Loretta walks over, holding two dresses.

                             LORETTA
               Eddie, which dress do you like
               better?

                             ED
               I don't know.
                       (he yells o.s.)
               Hey Bill, which dress is better for
               you, the green or the red one?

     Cameraman Bill is standing at the camera.  He squints.

                             CAMERAMAN BILL
               Which one is the red one?

                             ED
                       (confused)
               What do you mean?

                             CAMERAMAN BILL
               I mean I can't see the difference.
               I'm color-blind.
                       (beat)
               But I like the dark gray one.

                                                    WIPE TO:

     LATER

     The crew is shooting on a spooky castle foyer set.

                             ED
               ACTION!

     Bela enters, wearing a lab coat costume.  As he slowly crosses,
     the old man rubs his hands fiendishly.  Ed YELLS live direction
     through a megaphone.

                             ED
               Okay, you're Dr. Eric Vornoff.
               You're upset. You've worked so hard
               on this experisent, and you don't
               want to see it fail.
                       (Bela stops, to "emote")
               No, you're not that upset.  You want
               to keep moving.  You wanna cross the
               room.
                       (Bela exits)
               Okay, CUT!  BEAUTIFUL!  PRINT IT!

     Ed claps his hands triumphantly.

                             ED
               Alright, let's go immediately to
               Scene 52.  Tor, are you in place?

                             TOR'S VOICE
               Yah.

                             ED
               Okay, CUE RAINSTORM!

     Behind the window, Conrad pours a watering can.

                             ED
               And roll camera!  ACTION!

     Tor enters, but can barely squeeze his bulk through the door.
     Finally he enters.  Ed YELLS through the segaphone.

                             ED
               Okay, you're Lobo.  You're upset.
               You've worked so hard helping Dr.
               Vornoff on this experiment, and you
               don't want to see it fail.
                       (Tor stops, to "emote")
               No, you're not that upset.  You want
               to keep moving.  You wanna cross the
               room.
                       (Tor exits)
               Okay, CUT!  PERFECT!  PRINT IT!

     OFF STAGE

     Bela talks to Tor.

                             BELA
               At Universal, they shot two scenes
               a day.  Eddie can knock off twenty
               or thirty!  He's incredible.

     BACK ON SET

     Cameraman Bill leans in to Ed.

                             CAMERAMAN BILL
               Hey Ed, shouldn't we do another take?
               Big Baldy kinda got stuck in the
               doorway.

                             ED
               No, it's fine.  It's real!  In
               actuality, Lobo would struggle with
               that problem every day.

                                                    WIPE TO:

     LABORATORY SET - LATER

     They are back on the completed lab set.  Beyond the bunsen
     burners and beakers is a kitchenette in the corner.

                             ED
               Wow, this lab looks great.  Except
               why is there a stove and
               refrigerator?

                             PAUL MARCO
               We couldn't afford any more props.
               If it seems weird, maybe you can add
               a scene where they eat dinner.

                             ED
               Nah, it'll work.  Where's Bela?

     Bela is asleep on a couch.  Ed nudges him.

                             ED
               Bela, are you ready?

                             BELA
                       (he groggily wakes up)
               Mmph?  Where am I?

                             ED
               You're shooting "Bride Of The Atom."
               Scene 85.

     Bela nods.  He stands up, then grimaces in pain.  So he pulls
     two BRIGHT LITTLE PILLS from his pocket and swallows them.

     Ed walks Bela onto the lab set.

                             ED
               You'll be sitting on the right.

                             BELA
                       (he glares at the sparking Tesla
                        coils)
               I'm not getting near that goddamn
               thing.  One of those burned me on
               "The Return Of Chandu."

                             ED
               Okay.  Then you'll be sitting on the
               left.

     Ed turns to Tor and Loretta.  She wears a wedding gown.

                             ED
               Here's the scene.  Loretta, you're
               in a trance.  You glide in and get
               on the operating table.  Now Tor,
               you're supposed to tie her down.  But
               you have an angora fetish... and
               when you rub that swatch of angora,
               it makes you refuse so Bela has
               to discipline you.

                             TOR
               Okey-dokey.

                                                    WIPE TO:

     SHOOTING - LATER

     The scene begins.

                             ED
               ACTION!

                             BELA (as VORNOFF)
               "Now we are ready for the girl."

     Bela does his patented hypnotic arm wave.  He actually has a
     powerful intensity.  Loretta staggers in, eyes glazed.  Like a
     zombie, she climbs onto the operating table.

                             BELA
               "Dear, you are a woman of super
               strength and beauty.  A lovely vision
               of exquisitely beauty -- shit!"
                       (he breaks character)
               Damn!  Eddie, I'm sorry I can't
               remember all this.  I'm an old man.
               It's too long.

                             ED
               That's fine, Bela.  We're still
               rolling.  Just say "Dear, you're
               lovely."

                             BELA
                       (he snaps back into character)
               "Dear, you're lovely."
                       (he turns to Tor)
               "Strap her to the table."

     Tor starts to tie Loretta down, then gets distracted by a piece
     of angora hooked to his waist.  He rubs it lovingly, calmed,
     then suddenly refuses.

     Bela is furious.

                             BELA
               "Do as I command you!"
         
     Bela pulls out an oversized BULLWHIP and starts WHIPPING Tor.
     Tor screams in agony.

                             BELA
               "I'll teach you to disobey me!"
         
     Bela chases Tor around the set, WHIPPING him.

                             ED
               And, CUT!!!  Impeccable!
         
     ON TOR
         
     He dances about happily.

                             TOR
               I love being movie star!
         
     Tor jubilantly hugs Loretta.  She grimaces.

                             LORETTA
               Ow.  Not so hard, Tor.

     ON ED

     A SURLY STAGE MANAGER strides over to Ed.

                             SURLY STAGE MANAGER
               Hey, Wood. Your check bounced.

                             ED
               Okay, I'll get you the money later.

                             SURLY STAGE MANAGER
               No.  I need it NOW.

     Ed nods grimly.  He grabs Loretta and takes her aside.

                             ED
               Sorry to bother you while we're
               shooting, but the guy who owns the
               stage needs his money.

                             LORETTA
               Well then you should pay him,
               shouldn't you?

                             ED
                       (he smiles)
               Yeah.  Exactly!

     There's a pause.  They stare at each other.

                             ED
               I kinda need it now.

                             LORETTA
                       (baffled)
               What are you looking at me like that
               for?  I already gave you my
               three hundred.

                             ED
               Yeah.  Well I need the other
               sixty-thousand.

                             LORETTA
               What other sixty-thousand?

                             ED
               The other sixty-thousand you said
               you'd give me.

                             LORETTA
               You misunderstood.  I gave you
               everything I have in the world:
               Three-hundred dollars.

     CLOSEUP - ED

     He looks like he s going to throw up.

                             ED
               Oh my God.

                                                    CUT TO:

     EXT. SOUNDSTAGE - DAY

     The large stage door SLAMS shut.

     Ed's disoriented cast and crew stand in the street.  Bela, Tor,
     and Loretta are still in costume.

     Ed looks totally dazed.  He blinks in the bright sunlight.

                                                    CUT TO:

     INT. BROWN DERBY - NIGHT

     We're back at the Brown Derby, for another backers party.  The
     same banner is hanging: "BRIDE OF THE ATOM -- NEXT YEAR'S SMASH
     HIT!"

     The whole crowd is there, dressed up.  Bela sits in the corner,
     knocking back a drink.

                             BELA
               Here we go again.

     Paul whispers to Bunny.

                             PAUL MARCO
               So is Dolores coming?

                             BUNNY
                       (very catty)
               I can't imagine why.  I wouldn't put
               up with a boyfriend who sold me out
               for three-hundred dollars...!

     ON ED

     Ed stands with a circle of POTENTIAL BACKERS.  He has an edge
     of desperation we've never seen before.

                             ED
               ...lemme tell you, you can't lose.
               It's scary!  And if you don't like
               that, it's romantic!  Bela Lugosi
               portrays Dr. Vornoff, and lovely