Small Time Crooks Script - Dialogue Transcript

Voila! Finally, the Small Time Crooks script is here for all you quotes spouting fans of the Woody Allen movie.  This script is a transcript that was painstakingly transcribed using the screenplay and/or viewings of Small Time Crooks. I know, I know, I still need to get the cast names in there and I'll be eternally tweaking it, so if you have any corrections, feel free to drop me a line. You won't hurt my feelings. Honest.

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Small Time Crooks Script



            Oh, baby, what I couldn't do

            With plenty of money and you

            In spite of the worry that money brings

            Just a little filthy lucre buys a lot of things

            And I could take you to places you'd like to go

            But outside of that I've no use for dough

            It's the root of all evil Of strife and upheaval

            But I'm certain, honey that life could be sunny

            - With plenty of money and you - May I help you?

            I'm looking for a box of chocolates. Something fancy, if you have it.

            - Is it for a gift? - Yeah. I want something fancy...

            and not too rich because she tends to put on a little blubber, the wife.

            - Uh-huh. - Around the thighs.

            What about this one? It's really nice. It's kind of rich.

            - It's from Belgium. - From Belgium?

            - It's very pretty. - Yeah.

            - Hey, Frenchy, I'm home! - Who's that?

            "Who's that?" It's the pope!

            - I always wanted to see your apartment. -Shh.

            - Who comes home every night? Me. - I'm watching Princess Diana.

            Not again! How many times you gonna do that?

            Look at those clothes.

            I told you time and again, she got all that stuff discount.

            You think those kings and queens buy retail? It's a known--

            - Here, I got you some chocolates. - Chocolates?

            You heard of chocolates? I got you chocolates.

            - How come? - What do you mean, " How come?"

            These are from Belgium. They're handmade by " Belgiumites."

            Tell it to the marines! You're up to something.

            You get caught hitting on a waitress?

            In    years of marriage, have I ever hit on anybody but you?

            I don't buy it, Ray. You got a scheme. You got a scheme!

            Forget it! Get me dinner. They're not for you.

            - I got you nothing. Just get me dinner. - Fine.

            I want my dinner right now, and hurry up.

            Before you make dinner, I gotta talk to you about something.

            What did I tell you? Here comes the commercial.

            - Frenchy, I need our      bucks. - What?

            - I gotta have our six G's. - That's our whole savings.

            -Don't get dramatic about it. -Ray, six G's. That's all we got, right?

            I got a brilliant idea. I'm gonna make us rich.

            How you gonna make us rich? Rob a bank?

            How'd you know that? How'd you guess that?


            First shot out of the box, you got it.

            Is that why Tommy Beal's coming over? And Denny?

            What would you say if I told you...

            that you were married to a very brilliant man?

            - I'd say I'd have to be a bigamist. - This is foolproof.

            You told me you were finished with that life.

            I've been finished with it. But look at me.

            I kick around from stupid job to job.

            - You like the way we're living? - It beats your former residence.

            Think I like spending our anniversary staring at you through glass,

            talking over a phone?

            Frenchy, you stood by me. Granted, you stood by me.

            Two years in the joint I waited for you. And what did I get for it?

            You got Belgian chocolates. What's wrong with that?

            God, I've got an idea and this is so incredible.

            But we need seed money for this plan. We need       bucks.

            Denny's kickin' in six, Tommy's kickin' in six, and I gotta put in my six.

            - Where are those bums gonna get that kind of stake? - They're not bums.

            - Maybe they didn't go to Harvard. - Harvard?

            They never completed kindergarten because they were drafted.

            You're such a snob, Frenchy.

            For God's sakes! Denny's not stupid 'cause he drives a truck.

            No, he's stupid because he has a low I.Q. Come on, out of the way.

            - Oh, I'd like to just flatten you once! - Oh, yeah.

            Tommy's got street smarts.

            - He is street smart. His brain's got potholes.

             You with the wisecracks! She's got an answer for everything.

              Forget it! I'm not spending our last few bucks!

              I got my end. I told you I could match you.

              You overmatched him. He can't get his end.

              Frenchy, I've gotta have that money!

              For a heist? Pass. Maybe if you needed a quadruple bypass.

              - This is a brilliant thing! - No, Ray really is a genius!

              -Compared to you this chair is a genius. -This is a plan of a great mind.

              This is precise, mathematical. It's hard to believe you're just a dishwasher.

              Thank you.

              I don't get your "agreeance" on this, I count to three, there's gonna be trouble.

              You can count to   ! I did a lot of nails for that money, and it's all we got.

              - That's what you want to do all your life? Nails? - Take a hike, okay?

              - I'm telling you, I'm countin'. - Oh, yeah?

              - If I lose it, you're gone. - Oh, I'm quaking in my panty hose.

              - You're embarrassing me in front of my friends.

              - Who said you could have my cookies? - I can't have a cookie?

              - What's up? - Did you get your share?

              My share of what? Yeah, I got it. I sold some stuff.

              - What'd you sell? - A rented car.

              - He can't get his end. She won't give it to him. - I can get my end!

              The candy didn't work? You said you'd have her eatin' out of your hand.

              Will you shut up?

              All that's missing from this guy is a piece of velvet and a pet mouse.

              Frenchy, gimme the money.

              I wouldn't invest our last six thou if you had a legit idea...

              much less something that's gonna land the three of you jerks back in stir.

              You said you called the shots around here.

              Will you knock it off!

              Frenchy, that money's mine.

              It's mine. I earned it, and I'm saving it for an emergency.

              - But I'm your husband. - Oh, take a hike.

              Frenchy, I'm gonna get violent!

              Please! With your hernia?

              Fellas, I can't do it. It's over. Forget it.

              You said you're the boss.

              Stop telling me what I said, for crying out loud!

              It's over. Let the bank lay there. Let someone else do it.

              - I gotta get some air. I'm going up on the roof. - Don't jump!

              - You're too valuable as a dishwasher. - Ah, knock it off!

              - Frenchy, can I have another cookie? - No!

              I want one.

              All right, tell me your idea.

              I told you my idea. You shot it down.

              - You gonna tell me, or are you gonna have a tantrum? - For God's sakes!

              For some reason you're always shooting down my dreams.

              Because you get the kind of dreams people get...

              after putting opium in their brownies.

              Can I for one minute tell you about this bank?

              You're not a bank robber.

              You got a two-year mandatory vacation that proved that.

              What I'm not is a stickup man. That's all we proved.

              When I hit that bank that time, we were inexperienced.

              The whole group of us put on rubber masks.

              They were all Ronald Reagan masks. It was confusing.

              I didn't know who was who.

              You're lucky your lawyer knew the judge.

              Can I please tell you my idea, Frenchy?

               I noticed a few weeks ago, a couple doors down from the bank,

              there's a pizza joint that folded.

              A little hole in the wall. And it's for rent, Frenchy. It's for rent.

              Then it hits me. And, believe me, I'm no genius.

              You don't have to sell me.

              What I figure is, we tunnel under.

              We take the pizza joint, tunnel under, we come up under the vault of the bank.

              I know the layout 'cause I used to know a guard. I got diagrams!

              We clean out the vault, we go to Florida.

              Ray, we're poor but we're happy, ain't we?

              We're not happy. You're always complaining.

              Are you happy doing cuticles? Is that the way you want to spend your life?

              My mother told me. She said, " Don't get involved with a guy from the rackets."

              What's wrong with you? We had dreams. I don't know what's gotten into you.

              - Did we not have dreams when I first met you? - Yeah.

              Yes, granted, I was in the rackets. I was running numbers.

              You were an exotic dancer. We fell in love, your parents didn't approve.

              I tried to go legit. I couldn't make a go of the pet cemetery.

              What do you want me to do? But, but--

               Frenchy, this pizza place is just waiting for us.

              It's gonna look suspicious, a group of guys drilling in an empty store.

              That's where you come in. You front the place.

              - What? - You front it. You make pizzas.

              With what? I can't cook pizzas.

              Cook cookies! What's the difference?

              Or you tell fortunes. You look like a Gypsy. Or make it a travel agency.

              You work there, and we'll tunnel under into the bank.

              - God. - Frenchy, come here, come here.

              - See this? See how beautiful this is? - Yeah.

              See what you're seeing there? It's not just New Jersey.

              When we first met, there was a sunset just like this. Remember that?

              Yeah. In New Jersey. But in Columbia there was an earthquake.

              Sorry, but the location was taken by someone else.


              They made a deal yesterday. I told you, if you waited too long--

              Who did? Who took the place?

              Gimme-- You got the name?

              Mrs. Nettie Goldberg.

              Jesus! For what?

              I believe a flower shop.

              A flower shop!

              It's a little old lady.

              Her husband died, and she wants to make the joint into a flower shop.

              - That don't make no difference. Somebody's got to get to her. - To get to her and what?

              Beg her, con her, trick her.

               I'm gonna go to her shop and threaten her.

              - You can't threaten her. That's all we need-- - Don't do that.

              - I gotta figure a way to talk to her. - And say what?

              If her husband just died, what are you gonna say? You need a plan.


              I gotta figure something. I'll charm her.

              - What are you gonna use for charm? - Knock it off. We're serious.

              Some master plan. You don't even have the lease.

              I'm gonna get the lease. That's what this is about.

              You guys are gonna rob a bank, and some old lady has the joint first. What a hoot.

              - That's very funny.

              - I'm gonna slam your head off. Jesus! - Hey!

              The bank isn't even next to the pizza joint.

              I told you that before. That's what's great about it.


              'Cause there's nothing suspicious.

              The only thing suspicious is your sanity.

              When did any of you guys dig a tunnel?

              It's no big deal.

              You really underestimate Ray's personality.

              He's one of the most likable dishwashers I've ever met.

              Don't pay any attention to her. We're gonna proceed.

              - Uh-- - Yeah?

              I'm lookin' for Nettie Goldberg.

              - Who wants her? - Uh, I got something for her.

              I want to make her an offer. A big offer. Big dough. Big dough!

              Come on in.

              - I'm Nettie Goldberg. - I know you.

              You're Benny from cell block eight!

              - Oh, God, Ray! How are you? - Ray!

              - You're lookin' at me like I'm a stranger. - Small world! I'm sorry.

              Come in. Small world.

              You took the lease on that empty store?

              Yeah. I'm gonna open a flower shop.

              What're you gonna do with a flower shop?

              Burn it down.

              Burn it down? You're still burning stuff down for insurance?

              I burn everything. That's how I sent two kids through college.

              That's crazy. There's no money in that.

              Benny, you gotta come in with us.

              - Who's "us"? - "Who's us"? What are you so suspicious for?

              You don't trust me? It's me, Ray.

              - Remember my nickname in the joint? - The Brain?

              The Brain. That's what the guys used to call me. I got--

              But, Ray, that was sarcastic.

              - That wasn't sarcastic, that was real. - No, it was sarcastic.

              - There was nothing sarcastic about it! - No, really, it was.

              - It was real. I was The Brain. - No, it was sarcastic.

              - It wasn't sarcastic. - Oh, my God!

              Oh, my God! It was sarcastic!

              - Fellas, this is Benny. He's in. - Benny? Looks like a cop to me.

              - How you doin'? - Good. Nice to meet you.

              - You know you're workin' with a genius? - I told him that.

              I mean, we're all smart, but he wears glasses.

              - What's good? Pine, right? - Oak.

              Redwood is what woodpeckers peck on. It's the strongest.

              - That makes good trees, right? - Yeah.

              This looks good. This is good stuff.

              Look how long it is. We could build a house with this.

              - We're just building a tunnel, right? - Whoa, whoa.

              - Like a house. This is good stuff. - A house, yeah.

              How much is that?

              - A thousand bucks. - A thousand bucks a box! Jesus!

              - How many sticks in a box? - Fifty.

               My God, this is robbery. This is unbelievable.

              What do we need all this dynamite for?

              What do we need the dynamite for? Just be careful--

              - Ahh. - Can I have one of these and one of these?

              - Uh, okay. One of these? - Mm-hmm.

              - One of these. Okay. You want a bag? - No, that's okay.

              - I haven't got a bag. You'll take 'em like this? - That's fine.

              It's gonna be a lot of work, fellas.

              But when it's over, we're gonna be all very well compensated.

              - Who's gonna work the drill? - What do you mean?

              I don't know how to work a drill like that.

              There's nothing to that.

              Whoever's gonna work the drill, I'll tell you now,

              it's gonna make a lot of noise.

              No, no. What do you think this is?

              This is why I get the big dough. We wrap this blanket around it, it's fine.

              - You gotta know how to work a drill like that.

              Whoa, take it easy. Shut it off.

              Will you guys shut up? What did you do, tear a wall down?

              - We ain't started yet. - What do you mean?

              What are you waiting for, the drilling season?

              Do me a favor. Go upstairs and bake.

              You know, l-- I don't need any help.

              - You got it? - No. You better brace me.

              Guys! What are you doing?

              Come on, get that thing! Get that thing!

              You got it? Okay, hold it.

              Could we have a half dozen of the chocolate cinnamon?

              We're closed... for Easter.

              - That was three months ago. - Greek Easter.

              - Well, that was two months ago. - Chinese Easter! We're closed, okay?

              I'd like a cookie for my daughter. Honey, what kind do you want?

              All right! Come on, have a cookie. Sure, take a cookie.

              - How you doin'? - Oh, hi.

              - You still open? - Yeah, yeah, sure. Sure.

              - Give me two cherry cinnamon. - Cherry cinnamon, right.

              - New here, huh? -Just opened today, yeah.

              - What's all that noise in the back?

              Oh, that's the, uh, cookie press. Needs oil, you know.

              - There's a slight leak. - This is our plumber.

              - I'm the plumber. There's a tiny leak. - How's it goin'?

              - What do I owe you? - Oh, no charge.

              - Thanks a lot. Take it easy. - I gotta get some sandbags.

              The cookies, they're    cents.

              - Somebody get the sandbags. -Just relax. You're a perfect fit.

              - Where the hell are the sandbags? -Just relax!

              Okay, so we got off to a shaky start.

              Yeah, I'd say it was shaky.

              There's gonna be glitches. No question about it. So what?

              Tomorrow bring a bathing suit.

              I'm not discouraged 'cause I don't get discouraged.

              You know, there was a woman on before. She's got over     pairs of shoes.

              Don't worry. You're gonna get yours, Frenchy. I promise you.

              You're gonna be fine. This time, a month or two, we'll be in Miami.

              It'll be great.

              A patron of the arts. Doesn't that sound great?

              - Frenchy-- - Opening night at the opera.

              I love you. Can I tell you this? I love you.

              You know why? 'Cause you back me all the time, you stand by me.

              You know when I first knew I loved you?

              This was a long time ago.

              Remember I taught you how to open a safe by moving the tumblers?

              And you got it.

              You're a very romantic man. And I'm a lucky woman...

              because not many wives get to see their husbands...

              battling a ruptured water main.

              - I'm crazy about you. - Crazy about you, darling.

              - Here, Benny. - Go ahead, put it in the bag.

              - I'll give it to you-- - He puts it in the bag!

              - Right, so it don't make no noise. - This is efficiency.

              What the hell-- What are you putting it in his shovel for?

              - He puts it in the bag. - It's call efficiency, my friend.

              - Teamwork. - It saves energy.

              - I've got chocolate chip here.

              I'll take a chocolate chip.

              - The little girl was first. What do you want? - Chocolate fudge.

              Okay. You can only have two.

              - What are you stopping for? - I'm trying to figure this out.

              I think, according to this, we're supposed to take a left turn.

              That doesn't mean stop. Let's go.

              Will you give me-- What the hell are you doing?

              - What do you mean? - You've got your hat on backwards.


              "So?" The flashlight goes in the front.

              It looks cooler like this.

              Are you a jerk? What do you mean it looks cooler?

              It's more stylish than that. Look at that.

              - You think so? - Yeah. Turn it around.

              This is chic like this. Look at that. That's cool.

              - You got a mirror? - I don't got a mirror. That looks good.

              - Look at yourself. I'll show you when we get out. - All right.

              - Can you keep going? - All right! I'm trying to figure the map out!

              One? Two?

              Okay, everybody, hold on. That's  .  . Thank you very much.

              - Thank you, thank you. Okay, yeah.

               What are you guys gonna do with your share?

              How much is my share?

              I figure it's gotta be two million, right?

              I'm countin' the jewelry in there too.

              Then divided four ways, that's a half million bucks apiece.

              -What about Frenchy? -What about Frenchy? She's just a front.

              But without Frenchy we're dead.

              We can get any broad to sell cookies. Jeez.

              I say she gets a share, but not a full share.

              I'd go for that.

              What if we each get a fourth and she gets like a third?

              Are you nuts? Then she'd be getting more than us.

              - How do you figure? - Where you gonna get four fourths and a third?

              - Can't you add? - I don't do fractions.

              Let's not get greedy. Remember that movie with Humphrey Bogart...

              when they're diggin' for gold in the mountains?

              They find the gold and they all get rich.

              Then this guy goes nuts and he turns on his friends. Let's not let that happen here.

              Then he gets killed by Hispanics.

              - What is it? The Treasure of-- - Treasure Island.

              - Treasure Island! That's right. That was a good movie. - It was the best.

              Okay, folks, here's the deal.

              - I'm out of cookies, okay?

              It's gonna be like another two minutes,

              so that's the way the cookie crumbles, okay?

              I got one cookie left. You know who's gonna eat this? Me.

              I gotta put on help.

              - Help? - Yeah. I can't handle the volume.

              A second person you wanna put on?

              I can't help it, Ray. The cookies are selling.

              Gee, I never counted on that. You know, you gotta manage it somehow.

              What about my cousin May? We can trust her.

              May's a dodo. I'm gonna bring a dodo into a master plan?

              She's not a squealer.

              She's not a squealer, but then we'd have to cut her in.

              Meanwhile, the pot's getting smaller and smaller.

              I can't cook and sell at the same time.

              It's a madhouse. We'll get caught.

              Hey, wait a minute. You know what we could do?

              We could hire May and not tell her what we're doin'.

              'Cause she'll never catch on. She's got, you know-- And, and--

              - We're making enough dough from the cookies to pay her. - Absolutely!

              We give her a small salary. She'll never figure out or catch wise to anything.

              Because if you think Denny and Tommy are slow,

              your cousin May is dumb like a horse, or dog or something.

              Well, maybe it's not such a great idea.

              No, I think we could do it.

              - Where are we? Right here? - We're supposed to be here.

              Excuse me. Where's the sugar?

              Frenchy wants more sugar.

              May, stop bothering us. We're busy.

              I just don't understand about the drilling.

              I told you. Business is good. We're expanding.

              We're expanding a little restaurant and tea shop...

              so people could eat the cookies and drink tea.

              Ah. Where are they gonna drink the tea? In the tunnel?

              I'd explain it to you, but you gotta understand engineering.

              - What's engineering? - May, do me a favor, will you?

              Business is good, we're expanding. That's all you gotta know.

              How can you expand? There's a nail shop next door.

              -We made a deal with them. -So you're expanding into the nail shop.

              May, get your stuff. You want the sugar?

              Take a hike. Get the sugar and go. We'll call you.

              - This broad's big trouble. I'm tellin' you.

              - You think it's safe having that strange broad here? - Don't worry, she's harmless.

              I think we made a wrong turn. I don't think we're still headed to the bank.

              - Please. Gimme the map. - What are you talking about?

              For God's sakes.

              This is fine. I don't know what you're all in a dither about.

              You're holding it upside down.

              I am?

              You were reading this map upside down all along?

              Get off my back! Can I help it if they print these things like this?

              Okay. Thank you very much.

              I gotta get another plate of the cherry--

              - Can I help you? Next? - I'm coming right back.

              Can I get two cherry cinnamon? - Two cherry cinnamon.

              - How you doin'? - We're doing something right.

              - Next. - Sure. Two cherry cinnamon.

              - You're new here, huh? - Not really. This is my first day.

              Let me tell you something. These are the greatest cookies I ever tasted.

              - Really? You know, we're expanding. - No kiddin'?

              Yeah. There's some guys in the back working now.

              - We got a tunnel under the nail shop. - Really?

              - Yeah. - Did you try the pecan fudge?

              - We were just talking about what an instant success this place is. - Yes.

              -I was telling him about the restaurant. -What restaurant?

              The tea room. You know, the guys in the back tunneling for the tea room...

              - Under the nail shop? - What are you talking about?

              - The tea room in the back. - May, come and serve these people!

              We're at the Sunset Bake Shop where the lines wait patiently...

              for what some people are calling the most fabulous cookie treat in New York.

              What the hell is goin' on here?

              And you are the heart and soul of Sunset Cookies.

              - Miss, uh-- - Frenchy Winkler.

              My real name's Frances but everybody calls me Frenchy.

              As one stands here, one can inhale the aroma...

              My God!

              of hot chocolate, cinnamon, fresh cherries and a dozen other mouthwatering taste treats.

              Is it true customers wait on line for half an hour for a single cookie?

              - That you've had to ration sales? - Yeah, it happened like once.

              But what're you making all the fuss about?

              Tell us. Where did you learn the rare secret of your baking?

              Well, I don't know. It's the only thing I can cook.

              - That and linguini with turkey meatballs.

              Sir, how would you describe your cookie?

              Oh, I don't know. It's baked with nutmeg or something.

              - I just know it's great. -And I just want to say that we're expanding.

              - There are men in the back now tunneling-- - No, no, May! Get back--

              I can't take this, Frenchy. We don't want this kind of attention.

              Don't look at me! I didn't hire a publicity agent. They just showed up!

              I know, but it's really putting us in the toilet.

              I can't concentrate. There's people up there. demanding cookies every day.

              And today Denny got bit by a rat. We had to give him rabies shots.

              - Who, the rat? - Very funny. You should be on TV.

              I am! Open your eyes!

              -Frenchy, I don't like this. -Come on! You've been digging for weeks!

              When you gonna get somewhere? How much longer is it gonna take?

              It's complicated! We keep getting lost.

              The other day I was deep in the tunnel, my hat went out.

              - That stupid coal miner's hat? - That's right.

              It's a lifesaver, that hat. That bulb.

              We'd have done better just with a cookie store. We're making good dough.

              " Making good dough." It's a cookie store, but we're making dough.

              That's very-- It's a cookie store. We're making dough--

              I get it, I get it.

               I knew we were going the wrong way. I knew it!

              -What the hell we doin' in a dress shop? -Your fault, you got the maps.

              At least it's a Sunday. We can patch this up and get out of here.

              - How we gonna patch it up? - We tile it and we get out.

              - Hello! I'm not a tiler. - We don't have any tiles.

              Where do you get cement in the middle of a dress shop?

              Besides, Brain, how are we going to close the hole and tile it?

              We're inside the store. How do we get out?

              Well, you tile-- He's got a point. You can't tile this from the other side.

              - No kidding. - No, you can't.

              This is very discouraging, guys.

              - I'm ready to pack this in. - Everybody freeze!

              Hey, Ray, your wife's cousin talks too much.

              Sorry to spoil your expansion plans, fellas.

              Officer, listen to me.

              We didn't do anything yet. Yes, it's true, we were gonna rob the bank.

              But we screwed up everything, except for the cookie shop.

              The cookie shop's doing great for some reason. You like the cookies.

              Let us forget everything we were gonna do and concentrate on the cookie store.

              Look, I'm not here trying to ruin anybody's life, okay?

              Then give us a break.

              Think I could get a little piece of the action?

              Yeah. I'm not opposed to paying off the cops.

              It's a standard business expense.

              That's the thing. I don't want you to think of it as a payoff.

              I think I'm qualified to make what I believe...

              is a major contribution to this enterprise.

              My brother-in-law majored in business.

              Let us hear this contribution, all right?

              - One word. - Yeah? And that word is?


              We got about     trucks.

              And, you know, we're all over the country, and Canada.

              We make a lot of different cookies. Whatever you want. We got pistachio, pretzels.

              We make chicken chip cookies, tuna mint.

               Virtually overnight, the Winklers and their associates...

              have gone from a small, modest mom and pop cookie shop...

              to something approaching a baking empire.

              This is where we package everything.

              And what we do is--

              The cookies have a wonderful smell, a fresh smell.

              And that's all put on with a chemical spray. We do that over here.

              There's no denying that he's refreshingly down to Earth...

              for a corporate executive.

              So offbeat, in fact, that Sunset Farms...

              has captured the imagination of the public and the industry.

              We wanted to find out what the competition thinks.

              So we went to Paul Milton of American Cookies.

              The bottom line is, they make a really great product.

              You have what the public wants, and everything else takes care of itself.

              - This is your office? - This is pretty much where I operate.

              Frenchy decorated this place. You can tell.

              She's got, uh, all her stuff here.

              This is an antique, you know.

              She says it's, like, Louis XIV or Louis XV.

              It's, uh-- I don't know how high the Louises go, actually.

              But it's a top Louis. It's one of the--

              Frenchy stuck a TV in it, you know, because she's got a creative--

              - She's a creative decorator. - It's very original.

              - Um, how much are you worth? - Oh, plenty, plenty.

              - I mean, how much? Just between you and me. - A lot.

              We're worth a lot of dough. Whatever you see is antiques.

              This thing here. This if from--

              I don't remember exactly. It think it's the Renaissance or the Magna Carta or something.

              But that's where it's from.

              Why did you decide to go into baking so late in life?

              Well, Frenchy, we found out, can make cookies.

              The Frenchy they're talking about,

              -and reigning culinary genius of Sunset, -Hello.

              is Frances Fox, who happens to be the wife of the C.E.O.

              So you made cookies your whole life,

              and everybody told you how delicious they were.

              - Yeah. I thought they were "" me, you know? - Really?

              Yeah. Somebody gives you something they cooked, you always say you enjoyed it...

              even if it makes you throw up afterwards, so, you know--

              In a day and age where everyone seems to have public relations handlers,

              it's hard to imagine a corporate brain trust...

              that is more direct and less image conscious than the group here at Sunset Farms.

              In fact, each person we met seemed to be more eccentric than the last.

              Like Tommy Walker, the chairman of the board.

              Frenchy makes the best cookies in the world. We're very proud of her cookies.

              What are your duties as chairman of the board?

              The board meets once or twice a week, and we take up important issues.

              - Issues? - Yeah. Facts, problems.

              Things like that. Normal stuff.

              What kind of problems does an overnight success like Sunset Farms face?

              What kind of problems? Last week the toilet on the fourth floor wouldn't flush.

              It flushed, but the water kept coming to the top.

              So the board voted on getting a plumber.

              One of the architects of Sunset Farms' unorthodox marketing strategy...

              is the head of advertising, Denny Doyle, a former truck driver.

              Was it you who came up with the idea to advertise baked goods...

              in Playboy, Penthouse and Hustler Magazine?

              I figured if a guy's staring at a naked piece of tail,

              and he sees the breasts and legs, he's gonna start to salivate.

              It's human nature. So if he's salivating,

              he turns the page and comes across a picture of, say,

              our pistachio cream cookies.

              He thinks maybe that's why he's drooling. You understand?

              It's psychology. It's science.

              It's like Pablo's Theory, you know, with the dog when he feeds him?

              - Pablo? - Pablo, with the dogs.

               Then there's ex-police officer Ken Deloach,

              vice president in charge of distribution.

              And Benjamin Borkowski, vice president in charge of plant safety.

              First thing I did was make sure the building was fireproof.

               And lest they be accused of being a mostly male club,

              May Sloan is in charge of public relations and also physical therapy.

              I understand public relations.

              But physical therapy?

              All the chocolate chips are put in the cookies by hand.

              And that's really hard on the back and leg muscles. I do deep massage.

              By the way, she's also a vice president.

              So there you have it. A brief glimpse into a corporate culture...

              that has industry leaders and management analysts all over the country...

              scratching their heads, trying to figure out what Sunset Farms might try next.

              It may be as simple as what Paul Milton, the Winklers' chief competitor said:

              "If you've got something the American public wants,

              everything else falls into place."

              Or as we in television might say,

              "There's no accounting for the public's taste."

              Okay, keep coming through with this stuff.

              It's better the way I had it.

              Darling, could you put the doll by the ceramic zebra?

              - Mrs. Winkler? Excuse me. - Yes?

              - You wanted to check the menu. - Right.

              Stevens, could you bring that piece downstairs that Mr. Winkler hates?

              Try it again next to the fireplace.

              I want a lot of nuts and "crude-ites."

              What did we say for openers? Oh, yes. Snails.

              Escargots, yes. Then the potato and truffle salad.

              Yes. Truffles, by all means. But I hate those thin pieces.

              When you shave it, go, go. Lay it on big time.

              Truffles are always shaved really finely.

              - Naturally, I didn't mean to suggest anything overdone. - Right.

               Then we have poached sea bass in phyllo.

              And spinach souffle, and salad, and dessert.

              - Oh, and finger bowls. - There's nothing being served that requires finger bowls.

              Well have 'em, 'cause you can never predict whose fingers will need a washing. Okay?

              - Did you rearrange this place again? -All right, hold your water.

              Don't tell me to hold my water.

              Every night it's like walking into a strange house.

              What is this thing? Did I tell you to get rid of this?

              It's a harp. You got no flair, Ray.

              Don't tell me I got no flair. Nobody plays the harp.

              What's it doing in the middle of the living room?

              I like the visual sweep.

              I don't know what's gotten into your head.

              You're so hoity-toity all of a sudden.

              My cookies pay for this, so turn it off.

              What's for dinner?

              And don't tell me it's sparrows on a bed of lettuce again.

              'Cause I wouldn't care if I had anything on a bed of lettuce anymore.

              - They're pheasants, and you ate 'em last week. - And I got BB's.

              Remember I got BB's in the mouth? I almost choked on a BB.

              Can I get a cheeseburger? Is that possible?

              It's the dinner party tonight!

              Oh! Great!

              -Just when I got a lot on my mind. - Your mind don't hold a lot.

              Get dressed. And don't forget, it's tuxedo.

              - I'm hungry. I don't wanna get dressed now. - You want a snail?

              You nuts? I'm gonna have a snail?

              Come on! You eat steamers.

              A snail leaves a trail of scum in the yard when it walks.

              - Not in France they don't. - Oh, Jesus.

              What happened to the turkey meatballs and spaghetti? That's what I like.

              Have a potato and truffle thing. That'll hold you till the company comes.

              I don't want truffles. Truffles got no flavor!

              They're subtle. Only pigs can find them.

              You're thinking of pearls. They come in oysters. That's what that is.

              Take a hike.

              You're such an ignoramus. That's what I love about you.

              - Pearls come in oysters. - Ray, Ray, Ray.

              - Please, don't spoil my big night. - What's so big about tonight?

              There's important people coming from the arts,

              and I want to get on some of those boards.

              Hey, we donate, you'll be on the boards.

              - But I wanna be a patron. - What you wanna be is a socialite.

              So what? Is that so terrible?

              You know, when we talked about making it, we were gonna hit it big,

              move to Florida, we were gonna swim, eat stone crabs.

              Well, we can get a place at Palm Beach.

              Palm Beach is ritzy. I wanna go to Miami.

              I wanna be at the dog track every day.

              I just know I wanna be as far away from Frenchy Fox,

              the topless wonder, as I can be.

              Hey, you were beautiful as Frenchy Fox.

              You'd come out. Remember " Night Train"?

              - You'd give it a little of this, a little of that. - Those days are over, Ray.

              Our accountants want us to expand. We're gonna be twice as big next year.

              What good is being twice as big if I can't get a cheeseburger? What's it all mean?

              Ray, please, be charming tonight.

              I've seen you when you want to turn on the charm. You sparkle.

              All right?

              I gotta go take a shower.

              Good evening. Good evening. Welcome to our humble abode.

              - Charles Bailey. This is my wife Emily. - How you doin'?

              - David Perret. - Linda Rhinelander.

              - Can I get you drinks? -Just some Evian. Unless you have Perrier?

              - Certainly. - We got anything you want. Whatever you want, you can have.

              I usually take tap water 'cause the fluoride keeps your teeth from rotting.

              Otherwise, they'll drop right out on you, honey. Hey, look at this!


              So glad you could attend our humble abode.

              We just got back from Caneel Bay. Didn't want to miss the new Traviata.

              - Have you seen it? - No, not yet.

              Nor have I. Exactly what is it?

              Ray, why are we standing around in the hallway?

              Please, let's retire to the living room.

              I gather you're a big fan of the ballet, Mrs. Winkler.

              - Her? Are you kiddin'? - I used to be a dancer.

              Please, call me French-- Uh, Frances. Frances Fox Winkler.

              The Foxes from Saratoga?

              I don't know. I never checked my pedigree.

              - Can we change the music, please?

              - I feel like I should be wearing a wig. - You will in a couple years.

              Did you do the place yourself?

              Yes. They say I have a flair for decorating.

              - You know, this rug lights up? - It lights?

              Yeah. It's made of what? The fiber optics.

              I'll turn it on later.

              - Stevens, what's with the snails?

              Oh, why don't I get the, the--

              And you show them your collection of leather pigs.

              Right. Go.

              - Do you play the harp, Frances? - Oh, no. It's a visual, honey.

              The sweep kills me. Oh, finally. Girls.

              Hey, how you doin'? Come on in.

              Hold it. Right there. All the action-- Hey, honey.

              Toots, in there. Hey, shake it. They're in the other room.

              - How you doin'? - Garth Steinway.

              - What? - Garth Steinway.

              - I'm Anthony Gwynne. - On, no kidding?

              Tony Gwynne, the outfielder with the Padres?

              Our goal is to raise   million by April.

              Then the company can tour the West Coast and include the new opera,

              - which has gotten such good notices. - Right.

              Count me in. I love serious music.

              Ray, on the other hand, opera freaks him.

              Have you tried your finger bowl?

              The guy says to him, "What do you do for a living?"

              He says, "I'm a momback."

              "What's a momback?"

              He says, "I stand behind a truck. I say, momback, momback."

              He stands behind the truck and goes, " Momback, momback."

              He says-- I think it's too fast for her.

              " Momback." He says, " Momback."

              I'm afraid I do think they overpaid for the Picasso.

              For me it was unusually mediocre, don't you think?

              - I agree completely. - Banal.

              Excuse me. I have to find my wife.

              I saw a beautiful painting of fruit at the, uh, Met or the Whitney.

              It might have been the Holocaust.

              - Are you affiliated with any of the museums? - No, I'm a private dealer.

              Oh. We have one or two paintings,

              but I haven't really gotten around to building a collection yet.

              Uh-huh. So what are you interested in? What's your--

              Rembrandt. Picasso. Michelangelo.

              - You know, the boys. - Yeah, yeah.

              I might be out of Michelangelos at the moment.

              But I did recently come into possession of an incredible Damon Dexter...

              that someone's trying to sell.

              I don't think I'm aware of him.

              No. Well, he's new, you know.

              I have to say, your wine is absolutely delicious. Really.

              It was chosen by the same chef who did the finger bowls.

              Have you rinsed?

              David used to be part owner of a vineyard, so he's a tough audience.

              Did you study art at school?

              No, I didn't. I often think I should have. I studied literature.

              Then inevitably wound up as a stockbroker.

              Then I dropped out, went to Japan, became a Buddhist, blah, blah, blah.

              And then, yeah, I did teach art at Amherst for a bit.

              And then the vineyard.

               My God, what a life! And you're still so young.

              Yes, well-- Don't let the face fool you.

              Somewhere in a closet there's a portrait of me aging.

              In the closet? Why would it be in--

              Oh! How droll.

              You hear about the Polish car pool?

              Every day they'd meet at work.

              - I can't believe this room. - I don't know--

              This takes bad taste to new heights.

              - This is excruciating.

               Can you believe the two of them? I can't keep a straight face.

               And what she's done with this apartment?

              The sheer flawless vulgarity of it all!

              - She must've been frightened by a leopard. - Don't knock it.

              They plan on being very generous, and for that we must be thankful.

               Really? And what about the harp?

              - Not to mention the way she wears her clothes. - The definition of bad taste.

              Oh, I'd say so.

              I never saw so much jewelry.

              It makes me sad, Frenchy, that I don't have to steal anymore. Really.

              What's the matter? You've been quiet all night.

              What is bothering you?

              What's bothering me is we got no class.

              Speak for yourself. I was very charming tonight.

              I was killin' them with jokes.

              I got a little drunk from the wine, so I went to sit down in the bar.

              Some of them were in there talking about us.

              You should've heard 'em. And they were right.

              Stop it! We got more dough than all of 'em put together.

              Well, it ain't dough. It's knowing the finer things.

              Like what? Opera?

              Like food and wine, and painting, and books.

              Stop it, will ya? I'm unimpressed.

              All my life I've been ignorant. I could never afford to learn anything.

              There was always some emergency, and I was a good student.

              I was a lousy student and I always hated school. And I don't care about it.

              If I could find my school principal today, now that I got some dough,

              I'd put a contract out on her.

              Class is something you can't fake and you can't buy.

              I got more class in my little finger than they all got combined.

              No. We came into a couple of bucks, but we're phonies.

              - We're trying to act like big shots. - Not me!

              Well, me. But it's over.

              The time has come to use our dough to amount to something.

              - Like what? - To change our lives.

              I'm too busy to change my life.

              Doin' what? Playing pinball?

              I don't wanna wear a tux anymore. I don't like it.

              - I wanna go to Florida and swim. - I wanna be the real thing!

              And you better wise up, 'cause if I grow and you stay as stupid as you are,

              we're gonna have big problems, Ray.

              - Smarten you up. Is that what you said? - Yeah.

              You said you were a teacher. You know art, opera, books, wine.

              We wanna learn it all, don't we, Ray?

              I'm incredibly flattered that you'd think I was capable of--

              Turning two slugs like us into classy items?

              No homework. I'm not doing any. I never did homework when I was young.

              I'm not doing anything that's got homework to it.

              Naturally, we would make it very worth your while, David.

              No, it's absolutely not about money. I suppose it's just--

              I don't know. I've never been asked to do anything like this before,

              and I'm not sure I'd know where to start.

              I know I gotta get a better vocabulary.

              Have you ever thought about enrolling in college?


              I didn't go to high school. What the hell am I gonna go to college for?

              That takes four years. We want a private crash course.

              - Lessons in life. Right, Ray? - Am I crazy?

              She's nuts. Tell her she's nuts.

              What? I'm gonna learn about life suddenly?

              I must say, Frenchy, Ray has a point.

              He could probably teach me a lot more about life than I could ever teach you.

              What the hell is he gonna teach you? I can figure the point spread.

              - I know how to count cards at a blackjack table. - Would you close your bazoo?

              - I can count four jacks-- - Close your bazoo!

              I don't want to be discouraging because what you're proposing is admirable.

              It's amazing.

              The one thing I would like. I would like to learn how to spell Connecticut.

              Don't ask me why. I never knew how to spell Connecticut.

              - Fair enough. Great! You could teach him that, right? - Yeah.

              I heard you telling somebody this is a very slow period in the art market.

              And we would take very good care of you, right?

              Like I say,

              I absolutely don't want to discourage you.

              I suppose I just have to think about it a bit. I haven't--

              If I could envisage a plan, some kind of starting point--

              We could start by building our art collection.

              That way you'd make a few bucks, and we can learn something.

              But no museums. I'm not goin' to museums.

              The pictures... spook me out.

              - The virgins--

              - What are you laughin' at? - Spooked by the virgins.

              I'm sorry.

              Work on the laugh, Frenchy.

               So, you can see the difference between this Tintoretto...

              and the earlier Byzantine painting we looked at.

              What would you say is the most significant difference?

              Me? I would say that the frame's bigger here.

              Mm-hmm. Well, it is bigger.

              But there's also a difference in the paintings themselves, isn't there?

              And it's an important difference because it characterizes...

              the great technical leap from the ancient into the modern world.

              You remember how those saints had very flat faces...

              and the background was on the same plane as the foreground?

              - Perspective. - Right, perspective. That's it.

              Let me show you another very good example of that.

              "The frame on this one is bigger"? Boy, you are a dummy.

              Don't give me "perspective." Take a hike. Take a hike.


              - Four. Fifty-one. - Levoxyl.

              U-ni-ty con.

              - Eighty-seven.

              - Ninety... four. - Darvocet.


              - I'm hungry. Can we get outta here? - You're always hungry.

              - Why don't you try and learn something? - There's nothing to learn.

              - Interesting fact. This is where Henry James lived. - Who?

              - The bandleader, stupid. - Married to Betty Grable? I knew that.

              No, you're thinking of Harry James the trumpeter.

              Henry James married to Grable.

              - Henry James, the author. Yeah? - Oh.

              This is where he lived and where he worked, and--

              Where did he eat? I'm hungry. I don't care where he lived.

              I remember. The Hair-ess, right?

              - The " H" is silent. - Oh, did he write that too?

              Oh, gee. Frenchy, I'm still sick.

              I'm weak. I'm weak. I can't go.

              You're gonna miss a very interesting "Great Books" discussion.

              I know. It kills me. It just kills me.

              But I'm just gonna lay here. I'll see you when you come back.

              - How are you? - Hello.

              Ray's got a cold.

              - I bet    . - Five hundred?

              - See your five, raise you    . - I'm outta here.

              I see the five... and a thou.

              What'd you think of the book?

              Well, I thought it was very romantic.

              I mean, he loved her but their backgrounds were so different.

              Right. So, what? You thought he was doomed from the start?

              I guess, 'cause he wound up dead.

              But, uh, I think that two people from different backgrounds can make it...

              if, uh, the juice is there.

              - Right. Sorry. Juice is-- - You know, the hots.


              Wine. Would you like some wine?

              I brought over a bottle of Chateau Margaux.

              Ah, that's brilliant, because we can compare that to my Clos de la Roche...

              and you can see the difference between a Bordeaux and a Burgundy.

              I've got two other Burgundies of the same vintage...

              that I thought might be fun for us to try.

              I'll see your five and raise you a thou.

              I'll see it and raise you a thousand more.

              And a thousand.

              -And a thousand. - Okay. Call.

              Read 'em and weep. A pair of threes.

              Oh, good. I thought you were bluffing.

              What do you want to play now?

              What about Indian poker?

              Seven cards. You hold your cards over your head.

              Nobody sees their hand. We bet on each other's hand.

              High-low, maybe some wild cards. All the reds.

              Wanna sit down, May?

               How about Old Maid? Do you play Old Maid?

              So, um... try this one.


              Nice nose.

              Yeah. The bouquet is very special.

              No, no. I mean you got a nice nose.

              - Me? - Yeah.

              I don't know how to describe it. It's like, kinda--

              - It's just any old nose, I think. - Aquiline.

              Um, talking of which, how is your vocabulary coming along?

              Oh, very good. I'm almost through all the "A" words in the dictionary.

              Right, right. The thing is, I'm not     percent convinced...

              that memorizing the dictionary is the best way to improve your vocabulary.


               I can't believe you found a buyer for the Damon Dexter so fast.

              And at such a good price. It'll really take a bite out of our debts.

              Oliver, it's dawning on me that the opportunity has arisen...

              for me to become quite obscenely rich.

              How serious are they about building an art collection?

              That would be peanuts.

              What, then?

              Well, I think that she might be falling for me.

              Frenchy Winkler?

              How much do you think she's worth, roughly?

              - Her husband you mean. - No, it's all in her name.

              She's the cookie mogul.

              - What are you saying? - I don't know. I suppose I'm saying...

              people grow and marriages sadly break up.

              And women remarry, you know?

              Fortunes, they change hands.

              - What is this? - It's a Damon Dexter, a discovery of David's.

              I say it's depressing.

              Knock it off. You wouldn't know a masterpiece if it bit you in the ass.

              - I refuse to look at this, Frenchy. - What is that supposed to mean?

              It means as long as this is on that wall, I don't look at that wall.

              - You're a head case! - I'll bet David made a big profit on this.

              Hey, whose cookies pay the rent, huh?

              I think he's making a fool outta you. Stevens, come here.

              Tell me what time it is. I no longer look at this wall.

              -   :   a.m., sir. - Thank you very much.

              - David, what's this? - Oh, well, that's a citrine necklace.

              - You know about citrines? - No.

              They're not one of the precious stones.

              But the luster's always been considered very special and unique.

              - And that? Look! - Ah, yeah.

              Well, if we're talking about luster,

              this is something very special and I'd imagine very, very expensive.

              It's a cigarette case encrusted with diamonds that belonged to the Duke of Windsor.

              - I know the Duke of Windsor! - Yeah?

              He also married beneath his station, right?

              - He did, like our friend Henry Higgins. - Yeah, yeah.

              Oh, my God, the Duke and Duchess.

              It was such a romantic story. I saw it on television.


              Ray? Ray!

              What are you doin' here?

              I'm havin' Chinese food. That's what they serve in a Chinese restaurant.

              You want some company?


                What do you mean? Me. Who's talkin' to you?

                Well, where's Frenchy?

                Frenchy's at some piano concert with a guy.

                Oh. Well, they--

                They have takeout here, but I don't think they'll deliver to a concert.

                Don't worry about it, May. Frenchy'll eat.

                Dinner was so great! You know?

                All that M.S.G. and the grease. It was-- What a treat!

                I'm so sick of continental food every night.

                Frenchy eats frogs' legs!

                - It's supposed to taste like chicken. - Rabbit.

                - Rabbit tastes like frogs' legs? - No. Forget it.

                Are you happy being rich?

                It's okay. I got a lot of charge accounts and a really nice apartment.

                I got a maid. I'm still a little lonely, though.

                Yeah? How come?

                That guy I was seeing left me...

                because he just was so embarrassed about being poor.

                And he hated that I'd pay for everything.

                So then I stopped paying. And actually, that's when he left me.

                - I can understand your-- - You enjoy being rich?

                - I hate it! - You're kidding?

                No, I hate it. I'm telling you. I hate the life.

                - And it's causin' me to lose Frenchy. - What do you mean?

                I mean, she's outgrowing me. That's just what she said.

                She's like a different person now.

                I think she's developing a crush on her teacher David.

                Yeah. Well, you know, he's very good-looking,

                and he's bright and very charming and very elegant.

                Okay, May, I got the picture. It's all right.

                You know, my God, you really know how to make a guy feel good.

                - Well, when you're right, you're right. - Thank you.

                What did you think of her playing?

                I just gotta tell ya, I thought the whole evening was apocalyptic.

                - Apocalyptic? Really? - Yes! I really was agog.

                Well, me too. I mean, she's fabulous.

                She's fabulous and I have to asseverate, she deserves accolades.

                - Frances, you've been memorizing the dictionary. - Yeah, I got the "A's."

                Next week the " B's." Right?

                How do I look?

                I have to say that that dress is just... gorgeous on you.

                See? Your influence. Low key, right?

                That's a very flattering thing to say.

                - Ray thinks it's dullsville. - David?

                - Page! - Wasn't her choice of the Rachmaninoff inspired?

                - Wasn't it? We loved it. - At first I thought it might incur my animadversion.

                - But soon I realized it was apposite. - Aha, I think I see drinks.

                - Good to see you, David. - Nice meeting you.

                - Thank you very much. - I love your friends, David.

                They're so bright and cultured and refined. It's another world.

                Well, it's a world I know you'd love to belong to.

                - Ah, this looks a lot more civilized. - Beautiful.

                Let's take a seat over here.

                Anything we get, Cody's in for his full share.

                That's how it is.

                - You know why I respect Cody Jarrett? - Why?

                - Because he loves his mother. - I can understand that, May.

                Because even though he's a vicious, coldblooded, psychopathic killer,

                and she encourages him, still it's sweet.

                Yeah, has a sweetness. I wish I had a mother like that.

                - More Pepsi? - Yeah, please.

                And this is the best part, isn't it? I love this part.

                Will you pass me the Cracker Jack?

                What is it? What are you looking at?

                I happen to be noticing you. I was looking at you a couple of times tonight,

                'cause for the first time I had the thought...

                that in a very strange way, you got a sweet face.

                It's offbeat, you know, in a kind of bizarre, you know--

                It's-- I don't know how to explain it exactly, but it's right up there.

                What do you mean?

                I mean it as a compliment. I'm sayin' a nice thing to you.

                'Cause you being a relative of Frenchy,

                I never before classified you as a, you know, a human-type female, so--

                I was married.

                I know, I know. This was a long time ago, right?

                It was a really tragic story.

                My husband, Otto, was dyslexic,

                and the only thing he could spell correctly was his name.

                Oh! That is-- That's--

                There's no doubt about it. The Burgundy really goes to my head.

                - Yeah. - What did you want to talk to me about?

                I've, um, I've got a little present for you.

                - For me? - Yeah. Here.

                Ohh! Pretty! I love leather books.

                Oh, Pygmalion! I love that story, David.

                There's, um-- You see a little inscription there?

                "To my favorite Eliza, from your Professor Higgins. Love, David."

                - Gee, I got a confession to make. - What?

                I got you a present too.

                Oh, no. Oh, no. No, you didn't have to do that.

                It's in appreciation of all the stuff you've been doin' for me,

                - 'cause I know it's a hard job. - Oh, my God!

                Oh, my God! Frenchy! This is--

                - Frances! - Frances, this is--

                It must've cost you a fortune.

                What good's having dough unless you spend it, huh?

                Well, I know, but this is so extravagant.

                I'm embarrassed.

                I'm not suggesting you take up smoking, but I figured, you know,

                what's good enough for the Duke of Windsor, right?

                Well, I'm really overwhelmed.

                And I feel, you know, my little pathetic Bernard Shaw...

                - is so insignificant by comparison to this. - No!

                But you see, I just wanted you to know...

                - how unbelievably proud I am of you. - This is not insignificant.

                Maybe I'm talking out of turn here, but...

                you've just developed so much, and I just feel, you know,

                you belong in a world of society and high culture now.

                It's frustrating, because you should continue growing, you know.

                You should be branching out, you should be traveling.

                There's Paris and Rome and the great opera houses and the museums, you know.

                You should be in a position to cultivate the right kinds of friends.

                Anyway, I'm, you know, bif.

                It's hard, you know, 'cause Ray's not like that.

                He likes to watch TV in his underwear, suckin' a Bud.

                Yeah. Well, that-- I don't know what to say. I can't comment on that.

                - Can I be frank, David? - Mm-hmm.

                Sometimes I think I've outgrown him.

                - Pretty late. - Yeah, you too. What did you do?

                l, you know, I worked late...

                and then May and me had some Chinese food.

                You and May! What'd you talk about over dinner? Cartoons?

                Are you kiddin'? We went up to her apartment.

                - We watched White Heat on television. - Till  :   a.m.?

                No. Then we went out and we got a pizza.

                Chinese food and a pizza?

                With your stomach, I'm surprised you weren't shot...

                breaking into the Pepto-Bismol factory.

                No, Frenchy, I had fun. It was the first time in a long time I had a good time.

                - I want to talk to you, Ray. - Now?

                David's going over to Europe for a month.

                I thought we might go along, see some sights.

                What kind of sights?

                You know, churches, opera houses, ruins.

                What are you, a stroke victim?

                I'm gonna fly      miles to see opera houses and ruins?

                - Well, I wanna go. - What do you mean, you wanna go?

                - It's part of my cultural development. - Will you knock it off?

                You're Frenchy Fox from New Jersey. Stop puttin' on airs.

                David thinks that it would be good for me to travel through Europe.

                I get a bad vibe about this guy.

                Because you're a crook, so you think everybody is.

                I wish I still was a crook, then I'd feel like an actual person again.

                I warned you that this would happen if you didn't grow along with me.

                The only thing that's grown about you is your rear end from too much French food.

                I'm sorry, Ray, but I wanna go to Europe.

                What do you mean? We're married. You can't just go to Europe with David.

                I asked you to come.

                'Cause you knew I'd say no. That's why you asked me.

                My idea of fun is not goin' to operas and ruins. I get enough sleep at home.

                I never thought I'd be saying this to you, Ray,

                but maybe the time has come to reevaluate our marriage.

                If you go to Europe with David,

                you're gonna have to reevaluate it big time.

                I'm going! I won't be held back mentally...

                by some overaged juvenile delinquent.

                - Then you better go get yourself a lawyer. - We don't need lawyers.

                I'll go fifty-fifty with you even though it's all in my name.

                You're right. We don't need lawyers. Exactly right, because--

                You don't have to go fifty-fifty. I don't want anything.

                You can have the house, the business, custody of all the chocolate chips.

                I just want out.

                 You know, May, it was on a boat that I first proposed to Frenchy.

                Yeah, I know.

                All of a sudden, I'm not her type after all these years.

                - May I tell you something? - What?

                You're not my type either.

                What does that mean? What the hell does that mean?

                It means that maybe Frenchy...

                wasn't so wrong to try and make something out of herself.

                - Frenchy was nuts! Frenchy overdid everything. - You underdo everything!

                You know, there's more to life than turkey meatballs.

                I don't know what to say, May. I get a bad vibe about this guy, David.

                It's my street instinct, but I just don't trust him.

                Yeah, I know why.

                Because he's younger than you are, handsomer than you are,

                he's much taller than you are, he's smarter than you are,

                he's much more exciting than you are--

                May, don't feel obligated to pull any punches with me. I can take it.

                You know, women like a little elegance. It's more romantic.

                So if I had it to do over again, I would do some things differently.

                Maybe I'd sit through a couple of more operas with Frenchy,

                especially now since they got the new Sony Walkmans.

                Now that you split up with Frenchy, you don't even work.

                No, I don't work, May, but I got an idea for something,

                and I wanna talk to you about it.


                Wow! What a place!

                That's the home of Chi Chi Potter, the socialite.

                Chi Chi Valezquez Potter.

                Now, Chi Chi's got a necklace.

                It's all emeralds with diamonds around it. It's a very famous necklace.

                Maybe you saw it in a magazine. They photograph it all the time.

                - Would it have been on television? - l-I don't know.

                But it's been in magazines. It's a famous necklace. I wanna go in there.

                I could live off that necklace if I fence it for the rest of my life.

                But you gotta remember what happened when you tunneled into the bank.

                But that's the beauty part. We don't have to tunnel anymore.

                Now, Frenchy and l, we're patrons of the arts.

                So Chi Chi invited us to a big party there in a couple of weeks.

                Frenchy's out of town. You come with me, we get the necklace.

                Oh, uh, see, I never heisted anything before.

                There's nothing to it. I know where the safe is.

                 Because this has been on my mind for a while.

                I had dinner over there one night, and I excused myself.

                I was very crafty. I went upstairs, and I checked out the place.

                I scoped it all out, and I found the safe.

                I got the whole layout in my mind up there, so I know we can do this.

                I don't wanna wind up in jail. If this is-- Wait. If this is such a big item,

                then they're gonna be turning the town upside down looking for it.

                No. That's why you're dealing with a particularly shrewd mentality.

                I got a connection in Chinatown.

                I bring in a picture that I got from a magazine of the necklace.

                He makes me an exact duplicate. I switch.

                She never knows what happened. She's, you know--

                Chi Chi's a dumb, flighty society dame. She's crazy.

                By the time she figures out there's a switch, two years from now or something,

                I'll be in Florida or The Cayman Islands.

                Hello? What?

                - I can't hear you. What? - Shh.

                - I'm in a crypt! I can't-- - Please.

                What do you mean? What are you talking about?

                How? Would you gimme a break, Sister? Okay?

                What? Today?

                Look, what do you mean it's an emergency?

                - Oh, hi. - Mrs. Winkler?

                We're so sorry to bring you back from your vacation.

                - What the hell's goin' on, fellas? - I have terrible news.

                - Something's happened to Ray? - Sunset Enterprises is bankrupt.

                - How? - Fraud.

                - Fraud? Who? - Your accountants.

                My accountants. I don't even know who they are. What?

                You should've looked.

                We let them handle everything.

                What the hell do I know about running a corporation?

                Did you ever read anything you signed?

                No, but they assured us everything was okay.

                May I get you a drink?

                I'd like a      Romanee St. Vivant if we have it.

                I'd have a whiskey if I were you.

                Well, I don't understand.

                I mean, Sunset's gone? Can't we do anything?

                You might be able to put a few people in jail if we could find them.

                Oh! This is the worst news.

                Oh, no, no. Mrs. Winkler, it's not.

                No? Well, it is to me!

                No, no, no. The worst news is coming up.

                Oh. All right. All right.

                You better tell me. Let me sit down.

                They spoke to you about expanding Sunset.

                That's right. We've been planning it for months. Yeah.

                In order to do that, you needed a bank loan. Are you aware of that?

                - Quite a substantial loan. - Get to the point.

                They asked you to sign a promissory note to the bank.

                You're speaking to the wrong person. This is what I got accountants for.

                Yes, but unfortunately your accountants are in Venezuela.

                Wh-- This is all so confusing.

                Frances, you put up your home and savings as a note for a monster loan.

                Could you put a touch of cyanide in here? It needs to be stronger.

                You've lost it all, Frenchy.

                Or should I say, you've been swindled out of it all?

                - You mean, I got-- - Nothing.

                Mrs. Winkler, you have nothing. No house, no bank account.

                Just a couple of large, outstanding loans...

                which we feel you can best deal with by filing for bankruptcy.

                Bankruptcy? Bankruptcy?

                - I'm not up to the "B" words yet. -Sorry.

                Does Ray know about this?

                What difference does it make to Ray? He's gone.

                What did you say?

                I'm bankrupt. Sunset's gone. Worse.

                All my personal dough is gone. The whole ride's over.

                Well, how--

                -I mean, how could that possibly happen? -Fraud. My accountants.

                Oh, Ray said not to trust them because the whole firm had mustaches.

                I'm, I'm gonna get myself a little Valium.

                David, I'm not gonna be able to give you that loan I promised you.

                What did you say?

                Suddenly it turns out I got people I owe.

                I know, but you did say that I could borrow      .

                - I was using it to cement a deal. - I know, and it kills me!

                It kills me to cop out on you like this, but I'm busted. I'm flat.

                - What an idiot. - I guess I am. Yeah.

                How could you be so stupid and irresponsible...

                as to allow some patently cheap, thieving accountants...

                to defraud you out of a future?

                I just don't understand how anyone could be that stupid.

                Aren't you a little out of line?

                Well, you know I've made plans. I've made commitments to people.


                You've got a strange look in your eye like the guy from the book.

                Dr. Jekyll or Mr. Hyde or Ted Bundy. I can never remember.

                Think of the time I've put in nurturing an idea that's not gonna happen.

                Is that what it was? The money?

                l, I need-- I need my prescription. I need my little blue pills.

                So I'm gonna go and get them,

                and I would very, very much appreciate it if when I came back, you were gone.

                Thank you.

                David, if you wouldn't mind,

                - I'd like the cigarette case back. - I don't think so, my love.


                I asked you for lessons in life.

                I guess I really got one, right?

                Oh, we're so glad you could come!

                - How are you? - Good.

                Langston wants to talk to you about a theater project in Aspen.

                - Do you ski? - Me? No, never. Never.

                - Do either of you play miniature golf? - Oh, there's Binky!

                - Oh, hello! - Oh, for heaven's sake.


                I don't think you should speak. I don't think you should say anything.

                But you said make conversation. I was just making it.

                I know. Make conversation, but don't talk. Don't bring up anything.

                Maybe about the weather or something, but don't-- You know.

                Now, I'm gonna get in the flow of things here and then I'm gonna glide upstairs.

                - Should I glide with you? - No, no. I'll contact you.

                - Can I get you some champagne? - Sure.


                I was ju-- I was gonna make a phone call.

                - Have you seen Edgar? - Edgar?

                - Where that man gets off to! - I was gonna make a phone--

                I've looked back here, and downstairs.

                - Try back there. - I'll try that. Thank you.

                Oh, Winkler?

                - Do you play golf? - Golf? No.

                I was just gonna make a phone call upstairs.

                - I guess I was misdirected. - Yes, well, I was gonna use the phone.

                I'm sorry. I wanted a match on Sunday, but I'll get somebody else.

                I would've looked forward to it.

                There'll be rain over the tristate area and increasing fog.

                Temperatures will hover in the low   s till Tuesday.

                I must say, you are most amusing.

                Would you like a canape? Those are shrimp.

                These are quail eggs.

                I don't have any idea what they are.

                Thank you. I hate anything with a toothpick. They lodge in your throat.

                I'm George Blint, mutual funds. And you?

                May Sloan. I'm a lookout.

                I noticed the way you walked and carried yourself from across the room.

                You remind me of my wonderful, departed wife.

                You can't carry yourself across the room. That's physically impossible.

                You're charming.

                You're the first woman I've met since Helen died that I could say that about.

                Was Helen your wife, or just a woman who died?

                Hi. Where's Mr. Winkler? I want to talk to him.

                Oh, he's around mingling.

                Cloudy today, wasn't it? With a chance of light sprinkles followed by sunshine.

                Right. Chi Chi, would you get those photographs from the bedroom?

                I wanna show Mr. Winkler the property in Aspen where we're gonna build the theater.

                Yes. I just wanna talk to Dr. Henske.

                He would be perfect to do Beth Kramer's face work...

                after the unbelievable job he did on Mrs. Morton's buttocks.

                Oh, I'm gonna be right back. Will you just--


                Jesus! You scared me. For God's sakes!

                I came to warn you. Mrs. Potter's gonna come up here...

                to get some pictures that Mr. Potter wants you to see.

                - She's lookin' for you. - Now, I closed the safe!

                This is a tough safe! I'm outta practice. I can't--

                - Did they see you come up here? - l, I don't think so.

                Get out there and stand watch.

                I'm gonna do this again.

                Are you okay?

                I'm fine, I'm fine. Get out! Get out!

                If you could fit it into your schedule, it would mean so much to Beth.

                She's been so down since the divorce.

                And don't you think... he got custody of the polo ponies.

                Chi Chi, don't forget those photographs for Mr. Winkler.

                - Where'd he go? - I'll get them.

                - So, you will try? - I'll do my best.

                Kiss, kiss. Whoops!

                Mrs. Potter is coming.

                - She's gone. - Shh, not so loud.

                But she's gone. She's gone.

                Thank you, dear. I want to show those to Mr. Winkler.

                - He wouldn't leave without saying good-bye, would he? - I don't know, he's not upstairs.

                -Jesus. - I met a wonderful man downstairs.

                He seemed to like me. He said I reminded him of his wife who's dead.

                But I assume he meant when she was alive.

                May, can you stop talking to me while I'm doing this?

                Little short fellow. Bright yellow shirt, unbelievable tie.

                Oh, yes. I think I know the gentleman you mean.

                He was going up the stairs before.

                - Are you sure? - Yes. Mr. Winkler.

                Ray, I hear something.


                She's not feeling well. I took her up here.

                - Yes, she's had one of her spells. - Spells?

                - Yes, she gets spells. - How extraordinary. We have a doctor right here.

                - No, not necessary. She gets these spells. - I'm a hemophiliac.

                - Oh, dear God! Are you bleeding? - Why would I be bleeding?

                No, she-- Her neck. Wasn't your neck--

                It is, but my nasal passages are clearing up now.

                I handle all this. On weekends, I do this for a little hobby.

                - She had champagne. - Poor darling. I'll go get Dr. Henske.

                Really, I'm-- Ray, you have my cortisone pills.

                - Me? - My medication?

                I will feel a whole lot better if I let Dr. Henske take a look at her.

                No, no, you just relax, put your feet up, and I'll go get Dr. Henske.

                A hemophiliac? Cortisone? Where did you come up with these things?

                - It's on TV. - The weather's on TV. I said stay with the weather.

                I thought I did some really quick thinking.

                Yes, very quick. Meanwhile, you're gonna be examined now.

                Why? I just had a checkup.

                Jesus! I got no time to work here. They'll be back in seconds.

                I can't tell the difference between these.

                God! Then you better take 'em both.

                I can't take 'em both. If they come back and don't find any necklace here,

                we've been suspiciously seen in the bedroom.

                - I'll go right to jail. - Especially with your D.N.A.

                What does my D.N.A. got to do with it?

                You better make a choice, 'cause they're gonna be back any minute.

                Ray, let's go!

                All I know is what I told you, Doctor.

                She's right in here. Come along.

                Here's Dr. Henske.

                Now, what seems to be the trouble?

                False alarm. It was a hot flash.

                I think it was a menopausal thing. I've seen it before.

                - I'm given to occasional spells. - Spells?

                Well, not spells, but, you know, she was drinkin' booze--

                No, no, sometimes for no good reason I get hot and cold flashes.

                The room will begin to spin, then spots before my eyes, a ringing in my ears.

                You're making too much of it. We should go.

                Little pinpoints of light and my tongue turns black, and I can't swallow.

                - Really? - They diagnosed it as Parkinson's.

                But they think it could be the Ebola virus or Mad Cow Disease.

                We gotta get her out of here because, you know, it's a false positive.

                Come, sweetheart, we're due, we're due.

                I do hope you feel better.

                And not to worry, Mr. Winkler, the theater in Aspen will just have to wait.

                The Ebola virus or Mad Cow.

                - I just said the first thing that came into my mouth. - Great.

                - I tried to do my best-- - Hello again!

                George! Do I still remind you of your wife?

                You kill me. You're great.

                You're not feeling well. I'm taking her home. She's not feeling well.

                I'm in the book. May Sloan. I'll, I'll be better.

                Oh! Well, I'll call you.

                -Ray, I just got the news about Frenchy. -Frenchy?

                Didn't you hear? Sunset's gone under.

                She was defrauded out of every penny she owns and then some.

                And I know you're out of there, but I figured you'd know.

                Yeah, sure, I do know. l, l, l--

                I came as soon as I heard.

                I got exactly what I deserved.

                I really missed you, Frenchy.

                I'm sorry I blew our cookie company,

                but I'm even more sorry I blew our marriage, Ray.

                What do you do? Everybody makes mistakes, you know what I mean?

                The important thing is I still love you.

                I don't deserve it. I behaved badly.

                You behaved like an ass, but that's one of those "A" words you used to practice.


                But I'm not the easiest guy to get along with. I'm not Mr. Sensitive.

                There's a lot of things I could've done differently, maybe.

                We stayed in separate rooms the whole trip, Ray. That's the truth.

                So where's David now?

                - He split the second I went bust. - No! I don't believe it.

                -He was hustling me for the dough. Sure. -Oh, jeez.

                So now we gotta all begin again, you know.

                And in more ways than one.

                - You still want me? - Still want you? I'm--

                Frenchy, you gotta ask a question like that? I'm crazy about you.

                I'm crazy about you too.

                You're a goddess to me. I'm nuts for you.

                You got-- Of course I want you.

                But we're broke, you know. We haven't got a dime.

                We don't even own a stick of this furniture we're sittin' on.

                Can I show you something? Will you sit here? May I show you one thing?

                - Can I show you-- Just let me show you something. - Okay.

                I think you're gonna be very, very proud of me.


                - That's Chi Chi Potter's. - Was. Was Chi Chi-- Was.

                Keyword. Was. I'm tellin' you, I never felt so great.

                I was back in action again. I felt alive, you know.

                'Cause I always felt that you were keeping me with this whole cookie thing.

                - Hey, this is glass. - What are you talking about, glass? How's it glass?

                - It's fake. - What do you mean, fake? How the hell would you know?

                I can tell fake from real. This ain't even good fake.

                What are you talking about? What do you mean, it's fake?

                You know, it might fool some idiot with no eye or no brains,

                but it'd never pass with a normal person.

                What are you-- You're telling me that I got the phony one?

                - I came away with the wrong thing? - That sounds like your M.O.

                - You're nuts! I was in the room. - Yeah.

                And I was gonna substitute the glass one for the real one.

                Then everything got confusing.

                It's good to see you got the same great instincts.

                - You're so wrong. - It really is.

                - You take all those lessons, you think you got taste. - Wait a minute.

                I'm gonna show you something.

                You think you learn class and taste, but you know nothing about jewelry.

                We take this and fence it. We go to Florida. It's the goods.

                That ain't gonna get us on the subway, much less to Florida.

                What? You know, you're such a know-everything.

                You don't have to be a rocket scientist to spot a clinker like this.

                Whoever made it for you, you overpaid.

                What can I do if you're wrong? What can I do?

                Can I take your nose and twist it till you turn blue?


                Gee, you broke it.

                It's glass, Ray.

                I know, but it's--

                Well, Frenchy, I'm not cleaning it up.

                You broke it. You got glass over everything.

                It's dangerous. You-- Jesus, I'm--

                I don't know what you see in me. I'm such a screwup.

                It's glass! Don't you understand? I got the glass one.

                All that matters is that we have each other.

                We didn't there for a while and it made me realize how much I need you.

                - Yeah, but you're married to such a loser, Frenchy. - No.

                - It's glass! - I'm the luckiest woman in the world.

                And the brokest. I'm topped out. We got nothing.

                As usual, I come up empty.

                We could pawn this.

                What is this?

                What is this thing? Who? Who-Who?

                I don't understand. Who's the Duke of Windsor?

                Actually, we could probably auction it.

                - Where'd you get this? It looks-- - From David.

                - David gave you this? - Well, he doesn't know it yet.

                I don't get it. What do you mean?

                Hey, it was you who taught me how to open a safe.

                l-- That was one of my fondest memories of our time together.

                What are you saying? You boosted this from David's safe?

                That-- Frenchy, that's stealing.

                Not exactly. Look, it's a long story, Ray.

                Let's sell it, and I'll fill you in on the flight to Miami.

                - Sweetheart, you are the greatest. - Yeah.

                Oh, baby, what I couldn't do

                Oh, baby, what I couldn't do

                 With plenty of money and you

                In spite of the worry that money brings

                Just a little filthy lucre buys a lot of things

                And I could take you to places you'd like to go

                But outside of that I've no use for dough

                It's the root of all evil Of strife and upheaval

                But I'm certain, honey that life could be sunny

                With plenty of money and you



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