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"SOME LIKE IT HOT"




Screenplay by
Billy Wilder
and
I.A.L. Diamond




Directed by
Billy Wilder








Ashton Productions						November 12, 1958
1041 N. Formosa
Hollywood, California





SOME LIKE IT HOT


FADE IN:

1.	CITY AT NIGHT.							1.

A hearse of Late Twenties vintage is proceeding at a 
dignified pace along a half-deserted wintry street.

Inside the hearse, there are four somber men in black and 
a coffin, of course, with a wreath of chrysanthemums on 
top.  

One of the men is driving, another is in the seat beside him.  
The other two are sitting in the rear of the hearse, flanking 
the coffin.  All four seem fully aware of the solemnity of the 
occasion.

Now they hear a SIREN, faint at first, but rapidly growing 
louder.  The driver and the man next to him exchange a 
nervous glance.  The other two men move tensely toward 
the rear door of the hearse, raise the black curtain over the 
glass panel, and peek out cautiously.

Through the glass panel, they see a police car bearing down 
on them, the red light blinking, the SIREN screaming.

The two men at the rear window gesture to the driver to 
step on it.  He does.

The hearse, obviously a souped-up job, instantly picks up 
speed, weaves crazily through traffic, the police car in hot 
pursuit.  The hearse careens around a corner at eighty 
miles an hour, the police car right on its tail.

By this time the policemen are leaning out of their car with 
drawn guns, firing at the hearse.

The two men in the rear of the hearse, flattened against the 
sides, pull a couple of sawed-off shotguns out of a hidden 
overhead rack.  Police bullets smash the glass panel and 
whistle through the hearse.  The driver and the man next to 
him duck, but the hearse continues at the same breakneck 
speed.  The two men in back shove their guns through the 
shattered glass, fire at the police car.

Despite the hail of lead, the police car its windshield 
cobwebbed with bullet holes gains on the hearse.

Suddenly the car skids out of control, jumps the curb, 
comes to a screeching stop.  Policemen leap out, fire after 
the hearse.

In the speeding hearse, the last of the police bullets thud 
into the coffin.  Instantly three geysers of liquid spurt 
through the bullet holes.  As the firing recedes, the two men 
in the back put away their guns, remove the wreath from 
the coffin, take the lid off.  The inside is jam-packed with 
bottles of booze, some of them shattered by the bullets.  As 
the men start to lift out the broken bottles SUPERIMPOSE:

CHICAGO, 1929

DISSOLVE TO:


2.	EXT.  INTERSECTION OF STREETS - NIGHT.		2.

Traffic is light.  All the shops are dark except one a dimly 
lit establishment, from which drift the mournful strains of 
an organ.  A circumspect sign reads:

MOZARELLAíS FUNERAL PARLOR
24 Hour Service

In the window, a sample coffin is on display.

There seem to be some rites going on inside, because a 
number of mourners, singly and in couples, are hurrying 
from the cold, windy street into Mozarellaís parlor.

Meanwhile, the hearse with the damp coffin draws up to the 
delivery entrance at the side of the building.  The driver 
honks the horn one long and two short as the other men 
step down and start to slide the coffin out.  The side door 
opens, and a dapper gent emerges.  He wears a tight-fitting 
black suit, a black fedora, and gray spats.  The spats are 
very important.  He always wears spats.  His name is SPATS 
COLOMBO.  He cases the street, motions the men inside.  As 
they carry the coffin past him, he removes his fedora, holds 
it reverently over his heart.  Then he follows the men in, his 
head bowed.

Across the street and around the corner, three police cars 
draw up silently, and about fifteen uniformed policemen 
and plain-clothes men spill out.  A Captain gives whispered 
orders, and the men scatter and discreetly take up positions 
around the funeral parlor.

Out of one of the cars steps MULLIGAN, a tough Federal 
Agent in plain clothes, of course.  With him is a little 
weasel of a man, shivering with cold and fear.  They call 
him TOOTHPICK CHARLIE for two reasons because his 
name is Charlie, and because he has never been seen 
without a toothpick in his mouth.

			MULLIGAN
			(indicating funeral parlor)
			All right, Charlie this the joint?

			TOOTHPICK CHARLIE
			Yes, sir.

			MULLIGAN
			And who runs it?

			TOOTHPICK CHARLIE
			I already told you.

			MULLIGAN
			Refresh my memory.

			TOOTHPICK CHARLIE
			(uneasily)
			Spats Colombo.

			MULLIGAN
			Thatís very refreshing.  
			Now whatís the password?

			TOOTHPICK CHARLIE
			I come to Grandmaís funeral.
			(he hands him a folded
			piece of black crepe)
			Hereís your admission card.

			MULLIGAN
			Thanks, Charlie.

			TOOTHPICK CHARLIE
			If you want a ringside table, tell Ďem
			youíre one of the pall bearers.

			MULLIGAN
			Okay, Charlie.

The police captain joins Mulligan.

			CAPTAIN
			Weíre all set.  When is the kickoff?

As Mulligan consults his watch, Charlie, the toothpick 
working nervously in his mouth, tugs Mulliganís sleeve.

			TOOTHPICK CHARLIE
			Look, Chief I better blow now, because if 
Spats Colombo sees me, itís Goodbye Charlie.

			MULLIGAN
			Goodbye, Charlie.

Charlie scoots up the dark street, disappears.

			MULLIGAN
			(to the police captain)
			Give me five minutes then hit Ďem
			with everything you got.

			CAPTAIN
			You bet!

They synchronize their watches.  Then Mulligan crosses to 
Mozarellaís parlor, unfolding the black crepe Charlie gave 
him.  It is a mourning band, and he slips it over the left 
sleeve of his overcoat.


3.	INT.  MOZARELLAíS FUNERAL PARLOR - NIGHT.		3.

It looks legitimate enough with potted palms, urns and 
funeral statuary.  A harmless gray-haired man is playing 
the organ with appropriate feeling.  Daintily arranging a 
funeral spray is the proprietor himself, MR. MOZARELLA.  
His heavyweight build, bashed-in nose and cauliflower ears 
donít quite jibe with his mourning coat, striped pants, ascot 
and carnation.  Dusting one of the marble angels is another 
funeral director, in the same somber uniform.

Mulligan enters.

			MOZARELLA
			(with grave sympathy)
			Good evening, sir.

			MULLIGAN
			I come to the old ladyís funeral.

			MOZARELLA
			(looking him over)
			I donít believe Iíve seen you at any of our
			services before.

			MULLIGAN
			Thatís because Iíve been on the wagon.

			MOZARELLA
			PLEASE!

			MULLIGAN
			(looking around)
			Where are they holding the wake?  
			Iím supposed to be one of the pallbearers.

			MOZARELLA
			(to funeral director)
			Show the gentleman to the chapel
			pew number three.

			FUNERAL DIRECTOR
			This way, sir.

He leads Mulligan past the organ toward the black-paneled 
wall, where there is no evidence of a door.

The organist, without missing a note in his playing, reaches 
over to the end of the keyboard and pulls out a stop.  One 
of the panels slides open, and there is a blast of MUSIC from 
the chapel.  Itís jazz and itís SWEET GEORGIA BROWN.  
Mulligan rears back momentarily, then follows the funeral 
director in.  The organist pushes the stop in again, and the 
panel slides shut.


4.	INT.  SPEAKEASY - NIGHT.				4.

Grandma must have been quite a person, because she left a 
lot of condoling friends behind, and they are holding a very 
lively wake.  The chapel is jumping.  A small band is blaring 
out SWEET GEORGIA BROWN.  The musicians are not the 
slick, well-fed instrumentalists you would find in Guy 
Lombardoís band they have all been through the wringer, 
and so have their threadbare tuxedos.  On the stamp-sized 
dance floor, six girls in abbreviated costumes are doing a 
frenetic Charleston.  Crowded around the small tables, 
mourners in black arm-bands are drowning their sorrows in 
whatever they drink out of their coffee cups.

			MULLIGAN
			(looking around)
			Well, if you gotta goĖthis is the way to do it.

The funeral director leads Mulligan to a table next to the 
bandstand.  As he moves off, a waiter comes up.

			WAITER
			Whatíll it be, sir?

			MULLIGAN
			Booze.

			WAITER
			Sorry, sir, we only serve coffee.

			MULLIGAN
			Coffee?

			WAITER
			Scotch coffee, Canadian coffee,
			sour-mash coffeeÖ

			MULLIGAN
			Make is Scotch.  A demitasse.
			With a little soda on the side.

As the waiter starts away, Mulligan stops him.

			MULLIGAN
			Havenít you got another pew
			not so close to the band?
			(points to a better table)
			How about that one?

			WAITER
			Sorry, sir.  Thatís reserved for members
			of the immediate family.

He winks, goes off.  Mulligan scans the room.

From a side door comes Spats Colombo, followed by the 
four hearsemen.  They walk cockily toward the table 
Ďreserved for the immediate family.í  A DRUNK, standing 
with a cup of booze in his hand, is in their way.  Colombo 
pushes him aside, and the contents of the cup slop over.  
Colombo freezes in his tracks, glances at his feet.  The 
other four men have also stopped, and stare in the same 
direction, horrified.

Spats Colomboís immaculate spats are no longer 
immaculate.  There is a whiskey stain on one of them.  
Colombo throws his henchmen a sharp look.  They grab the 
offending drunk, hustle him toward the exit.

			DRUNK
			(waving empty cup)
			Hey I want another cup of coffee.
			I want another cup of coffee.

Colombo proceeds toward the table, seats himself, crosses 
his legs, takes a handkerchief out of his breast pocket, and 
meticulously mops the moist spat.  His four companions, 
their mission accomplished, join him at the table.

Mulligan, who has been studying Colombo, consults his 
wrist-watch.  The waiter comes up with his order a 
demitasse half full of Scotch, and a split of club soda.

			MULLIGAN
			Better bring the check now in case
			the joint gets raided.

			WAITER
			Whoís going to raid a funeral?

			MULLIGAN
			Some people got no respect for the dead.

The waiter moves off.  Mulligan sips from the cup, winces, 
takes a cigar out of his pocket and starts to light it.  His 
eyes wander to the chorus girls.

The girls have gone into a tap-dance.  The captain of the 
chorus looks toward the bandstand, grins and winks at

JOE, the saxophone player.  He winks back.  JERRY, who is 
thumping the bass-fiddle behind him, leans forward and 
taps Joe on the shoulder.

			JERRY
			Say, Joe tonightís the night, isnít it?

			JOE
			(eye on tap-dancer)
			Iíll say.

			JERRY
			I mean, we get paid tonight, donít we?

			JOE
			Yeah.  Why?

He takes the mouthpiece out of his saxophone, wets the reed.

			JERRY
			Because I lost a filling in my back tooth.
			I gotta go to the dentist tomorrow.

			JOE
			Dentist?  We been out of work for four
			months and you want to blow your
			first weekís pay on your teeth?

			JERRY
			Itís just a little inlay it doesnít even
			have to be gold

			JOE
			How can you be so selfish?  We owe back
			rent weíre in four eighty-nine bucks to
			Moeís Delicatessen weíre being sued by
			three Chinese lawyers because our check
			bounced at the laundry weíve borrowed
			money from every girl in the line

			JERRY
			Youíre right, Joe.

			JOE
			Of course I am.

			JERRY
			First thing tomorrow weíre going to pay
			everybody a little something on account.

			JOE
			No weíre not.

			JERRY
			Weíre not?

			JOE
			First thing tomorrow weíre going out to the
			dog track and put the whole bundle on
			Greased Lightning.

			JERRY
			Youíre going to bet my money on a dog?

			JOE
			Heís a shoo-in.  I got the word from Max
			the waiter his brother-in-law is the
			electrician who wires the rabbit

			JERRY
			What are you giving me with the rabbit?

			JOE
			(pulling form sheet 
			out of pocket)
			Look at those odds ten to one.
			If he wins, we can pay everybody.

			JERRY
			But suppose he loses?

			JOE
			What are you worried about?  This job
			is going to last a long time.

			JERRY
			But suppose it doesnít?

			JOE
			Jerry-boy why do you have to paint
			everything so black? Suppose you get hit by 
			a truck? Suppose the stock market crashes?

Jerry, slapping the bass, is no longer listening.  His eyes 
have strayed to

Mulligan, sitting at his table, puffing on the cigar.  It isnít 
drawing too well.  Mulligan reaches under his coat, unpins 
his Department of Justice badge from his vest.  Using the 
pin of the shining badge, he pokes a hole in the wet end of 
the cigar.

Jerry has stopped playing, and is watching Mulliganís 
operation with morbid fascination.  Joe, completely 
unaware, continues talking.

			JOE
			Suppose Mary Pickford divorces 
			Douglas Fairbanks?

			JERRY
			(nudging him)
			Hey, Joe!

			JOE
			(paying no attention)
			Suppose Lake Michigan overflows?

			JERRY
			Donít look now but the whole town
			is under water!

He nods toward Mulligan.  Joe looks off.  Then, without a 
word, they both start packing their instruments.

Mulligan pins the badge back on, checks his wrist-watch.

			MULLIGAN
			(to himself)
			Öfour, three, two, oneÖ

He glances toward

the door from the funeral parlor.  Right on the dot, a pair 
of police axes smash through the door.

Instant pandemonium breaks loose in the speakeasy.  
MUSIC stops, women scream, customers, chorus girls and 
waiter scramble toward the side doors.  But they too are 
splintering under the assault of the police axes.  The crowd 
falls back, milling around frantically.

Mulligan stands up, cups his hands to his mouth, and roars 
at the top of his voice.

			MULLIGAN
			All right, everybody this is a raid.  
			Iím a federal  agent, and youíre all under arrest.

Policemen come streaming through the splintered doors.  
Carried in on the tide is the Drunk who was just tossed out, 
reeling unsteadily, and waving his empty coffee cup aloft.

			DRUNK
			I want another cup of coffee.

The policemen start rounding up the customers and 
employees, are herding them toward the exits.

On the bandstand, Joe and Jerry have packed their 
instruments, and start to fight their way through the milee, 
toward some stairs leading up.

Mulligan, a couple of policemen in tow, comes up to Spats 
and his henchmen, sitting calmly at their table, with five 
glasses of white liquid in front of them.

			MULLIGAN
		Okay, Spats the services are over.
		Lets go.

			SPATS
			Go where?

			MULLIGAN
			A little country club we run for retired
			bootleggers.  Iím gonna put your name 
			up for membership.

			SPATS
			I never join nothiní.

			MULLIGAN
			Youíll like it there.  Iíll have the prison tailor
			fit you with a pair of special spats striped!

			SPATS
			(to his companions, dead-pan)
			Big joke.
			(to Mulligan)
			Whoís the rap this time?

			MULLIGAN
			Embalming people with coffee
			eighty-six proof.

			SPATS
			Me?  Iím just a customer here.

			MULLIGAN
			Come on, Spats we know you own this 
			joint.  Mozarella is just fronting for you.

			SPATS
			Mozarella?  Never heard of him.

			MULLIGAN
			We got different information.

			SPATS
			From who?  Toothpick Charlie, maybe?

			MULLIGAN
			Toothpick Charlie?  Never heard of him.

He picks up Spatsí glass, sniffs it suspiciously.

			SECOND HENCHMAN
			Buttermilk!

			MULLIGAN
			All right on your feet.

			SPATS
			(getting up slowly)
			Youíre wasting the taxpayersí money.

			MULLIGAN
			If you want to, you can call your lawyer.

			SPATS
			(pointing to his four hoods)
			These are my lawyers all Harvard men.

Mulligan and the two policemen lead Spats and his Harvard 
men out.


5.	EXT.  FUNERAL PARLOR - NIGHT.				5.

Policemen, under the supervision of the captain, are 
herding customers into a paddy-wagon.  Fighting his way 
out of the wagon is our Drunk, waving his coffee cup in the 
air.

			DRUNK
			I want another cup of coffee.

He staggers into the alley, toward the side entrance of the 
speakeasy, CAMERA MOVING with him.  Through the 
smashed-up side door, policemen are ushering more 
customers, waiters, musicians and the dancing girls.  
CAMERA MOVES UP TOWARD a fire escape on the second 
floor.  Joe and Jerry, carrying their instruments and 
overcoats, have just climbed through a window onto the fire 
escape, and are inspecting the scene below.  The shot-up 
hearse is parked directly beneath them.  stealthily they 
climb down the ladder, drop to the roof of the hearse.  Then 
they scramble over the radiator, steal down the alley away 
from the street.  They stop in the shadows to put on their 
coats.

			JERRY
			Well, that solves one problem.  We donít
			have to worry about who to pay first.

			JOE
			Quiet Iím thinking.

			JERRY
			Of course, the landlady is going to lock us out 
			Moe said no more knackwurst on credit
			and we canít borrow any more from the girls,
			because theyíre on their way to jail

			JOE
			Shut up, will you?  I wonder how much Sam
			the Bookie will give up for our overcoats?

			JERRY
			Sam the Bookie?  Nothing doing!  Youíre not
			putting my overcoat on that dog!

			JOE
			I told you itís a sure thing.

			JERRY
			But weíll freeze itís below zero
			weíll catch pneumonia.

			JOE
			Look, stupid, heís ten to one.  Tomorrow,
			weíll have twenty overcoats!

	DISSOLVE TO:


6.	EXT.  CHICAGO STREET - DAY.				6.

The street is covered with snow.  Joe and Jerry, without 
overcoats, the collars of their tuxedos turned up against the 
bitter cold, come down the steps of the elevated, carrying 
their instruments.  The only thing that keeps Jerry from 
freezing is that he is boiling over inside.  As they proceed 
along the sidewalk, Jerry finally canít hold it any more.

			JERRY
			Greased Lightning!  Why do I listen to you?
			I ought to have my head examined!

			JOE
			I thought you werenít talking to me.

			JERRY
			Look at the bull fiddle itís dressed
			warmer than I am.

They come up to a building in front of which are gathered 
several small groups of shivering musicians, also equipped 
with instruments.  Joe and Jerry exchange frozen waves 
with their colleagues, start through the entrance.

	DISSOLVE TO:


7.	INT.  CORRIDOR OF MUSIC BUILDING - DAY.		7.

Joe moves down the corridor, Jerry tagging along grimly 
beside him.  Other job-seeking musicians mill around, and a 
melange of musical sounds and singing voices issues from 
the various offices, studios and rehearsal halls.

Joe and Jerry come up to a door marked:  KEYNOTE 
MUSICAL AGENCY - BANDS, SOLOISTS, SINGERS.  Joe opens 
the door, revealing a crummy office, with a secretary 
behind a desk.

			JOE
			Anything today?

			FIRST SECRETARY
			Nothing.

			JOE
			Thank you.

Joe shuts the door, and they shuffle along to the next 
agency, which is marked: JULES STEIN - MUSIC 
CORPORATION OF AMERICA.  Joe opens the door.  This is 
like the other office except a little crummier.  There is a 
secretary behind the desk.

			JOE
			Anything today?

			SECOND SECRETARY
			Nothing.

			JOE
			Thank you.

He opens the door to the next agency.  On the door it says: 
SIG POLIAKOFF - BANDS FOR ALL OCCASIONS.  There is the 
usual secretary behind the usual desk, and her name is 
NELLIE.  She is a brunette, somewhat past her prime, but 
still attractive.

			JOE
			Anything today?

			NELLIE
			(looking up)
			Oh, itís you!  You got a lot of nerve

			JOE
			Thank you.

	He shuts the door quickly, starts to move on.

			NELLIEíS VOICE 
			(from inside)
			Joe come back here!

Joe stops in his tracks.  With a resigned shrug to Jerry, he 
opens the door again, and the two of them start in.


8.	INT.  POLIAKOFFíS OUTER OFFICE - DAY.		8.

Beside Nellie, there is another secretary pecking away at a 
typewriter.  Nellieís face is grim as Joe and Jerry come up.

			JOE
			Now look, Nellie if itís about last 
			Saturday night I can explain everything.

			NELLIE
			(to Jerry; pointing at Joe)
			What a heel!  I spend four dollars to get my
			hair marcelled, I buy me a new negligee,
			I bake him a great big pizza pieÖ
			(to Joe)
			and where were you?

			JERRY
			Yeah where were you?

			JOE
			With you.

			JERRY
			With me?

			JOE
			Donít you remember?
			(to Nellie)
			He has this bad tooth it got impacted
			the whole jaw swole up 

			JERRY
			It did?
			(Joe throws him a look)
			Boy, did it ever!

			JOE
			So I had to rush him to the hospital and
			give him a transfusionÖ
			(to Jerry)
			Right?

			JERRY
			Right.  We have the same blood typeÖ

			JOE
			Type O.

			NELLIE
			Oh?

			JOE
			Nellie baby, Iíll make it up to you.

			NELLIE
			Youíre making it up pretty good so far.

			JOE
			The minute we get a job, Iím going to
			take you out to the swellest restaurant

			JERRY
			How about it, Nellie?  Has Poliakoff got
			anything for us?  Weíre desperate.

			NELLIE
			(slyly)
			Well, it just so happens he is looking for a
			bass and a sax
			(to the other secretary)
			Right?
			(she winks at her)

			OTHER SECRETARY
			(going along)
			Right.

			JERRY
			(all excited)
			Did you hear that, Joe?

			JOE
			Whatís the job?

			NELLIE
			Itís three weeks in Florida
	
			JERRY
			Florida?

			NELLIE
			The Seminole-Ritz, in Miami.  
			Transportation and all expenses paidÖ

			JOE
			Isnít she a bit of terrific?
			(busses Nellie on 
			the cheek; to Jerry)
			Come on letís talk to Poliakoff.

They start toward the door of the inner office.

			NELLIE
			You better wait a minute, boys
			heís got some people in there with him.

That stops them.


9.	INT.  POLIAKOFFíS INNER OFFICE - DAY.		9.

The room is small and cluttered, and the walls are covered 
with photographs of Poliakoffís clients bands, vocalists, 
trios, radio personalities.

Sitting behind the desk, speaking urgently into the phone, is 
SIG POLIAKOFF, a gruff, likable man in his fifties.  Pacing up 
and down on the other side of the desk is SWEET SUE, 
flashily-dressed broad, who has seen thirty summers and a 
few hard winters.  As she paces, she nervously flips a large 
white pill from one hand to the other.  Slouched in a chair is 
BIENSTOCK, a somewhat prissy man of forty wearing thick 
glasses.  He has a card file on his lap, is thumbing through it.

			POLIAKOFF
			(into phone)
			Look, Gladys, itís three weeks in Florida
			Sweet Sue and Her Society Syncopators
			they need a couple of girls on sax and bass
			what do you mean, who is this?  Sig Poliakoff.
			I got a job for you Gladys, are you there?
			(hangs up)
			Meshugeh!  Played for a hundred and twelve
			hours at a marathon dance, and now sheís
			in bed with a nervous collapse.

			SUE
			Tell her to move over.

She has poured herself a glass of water from a pitcher on 
the desk, and now she plops the pill into her mouth, washes 
it down.

			BIENSTOCK
			(looking up from file)
			What about Cora Jackson?

			POLIAKOFF
			The last I heard, she was playing with the
			Salvation Army, yet.
			(consulting list on desk;
			into phone)
			Drexel 9044.

Sue has wandered over to one of the framed photos on the 
wall.  It shows Sue posed in front of her band sixteen girls, 
all blonde, all in identical gowns.  On the drum it says 
SWEET SUE AND HER SOCIETY SYNCOPATORS.

			SUE
			Those idiot broads!  Here we are all packed
			to go to Miami, and what happens?  The
			saxophone runs off with a Bible salesman,
			and the bass fiddle gets herself pregnant.
			(turning to Bienstock)
			I ought to fire you, Bienstock.

			BIENSTOCK
			Me?  Iím the manager of the band
			not the night watchman.

			POLIAKOFF
			(into phone)
			Hello?  Let me talk to Bessie Malone whatís 
			she doing in Philadelphia? -- on the level?
			(hangs up)
			Bessie let her hair grow and is playing
			with Stokowski.

			SUE
			Black Bottom Bessie?

			POLIAKOFF
			Schpielt zich mit der Philharmonic.

			BIENSTOCK
			How about Rosemary Schultz?

			POLIAKOFF
			Did you hear?  She slashed her wrists
			when Valentino died!

			SUE
			We might as well all slash our wrists if we 
			donít round up two dames by this evening.

She picks up her handbag.  Bienstock rises, takes his 
glasses off, puts them in his pocket.

			BIENSTOCK
			Look, Sig, you know the kind of girls we need.
			We donít care where you find them just
			get them on that train by eight oíclock.

			POLIAKOFF
			Be nonchalant. Trust Poliakoff. The moment
			anything turns up, Iíll give you a little tingle.

			-SUE
			Bye, Sig.
			(feels her tummy)
			I wonder if I have room for another ulcer?

Bienstock opens the door, and follows Sue into the outer 
office.  Joe and Jerry, who have been biding their time 
outside, slip in and shut the door after them.

			JOE
			Hey, Sig can we talk to you?

			POLIAKOFF
			(into phone)
			Nellie, get me long distance.
			(to the boys)
			What is it?

			JERRY
			Itís about the Florida job.

			POLIAKOFF
			The Florida job?

			JOE
			Nellie told us about it.

			JERRY
			Weíre not too late, are we?

			POLIAKOFF
			What are you a couple of comedians?
			Get out of here!
			(into phone)
			Long distance?  Get me the William Morris
			Agency in New York.

			JOE
			You need a bass and a sax, donít you?

			POLIAKOFF
			The instruments are right, but you are not.
			(into phone)
			I want to speak to Mr. Morris.

			JERRY
			Whatís wrong with us?

			POLIAKOFF
			Youíre the wrong shape.  Goodbye.

			JOE
			The wrong shape?  You looking for
			hunchbacks or something?

			POLIAKOFF
			Itís not the backs that worry me.

			JOE
			What kind of band is this, anyway?

			POLIAKOFF
			You got to be under twenty-five

			JERRY
			We could pass for that.

			POLIAKOFF
			you got to be blonde

			JERRY
			We could dye our hair.

			POLIAKOFF
			and you got to be girls.

			JERRY
			We could

			JOE
			No, we couldnít!

			POLIAKOFF
			(into phone)
			William Morris!

			JERRY
			You mean itís a girlsí band?

			JOE
			Yeah, thatís what he means.
			Good old Nellie!
			(starting toward door)
			I ought to wring her neck!

			POLIAKOFF
			(into phone)
			Yes, Iím holding on.

			JERRY
			Wait a minute, Joe.  Lets talk this over.
			(to Poliakoff)
			Why couldnít we do it?  Last year, when we
			played in that gypsy tearoom, we wore
			gold earrings.  And you remember when 
			you booked us with that Hawaiian band?
			(pantomiming)
			Grass skirts!

			POLIAKOFF
			(to Joe)
			Whatís with him he drinks?

			JOE
			No.  And he ainít been eating so good, either.
			Heís got an empty stomach and itís gone
			to his head.

			JERRY
			But, Joe three weeks in Florida!  We could
			borrow some clothes from the girls in 
			the chorus

			JOE
			Youíve flipped your wig!

			JERRY
			Now youíre talking!  We pick up a couple of
			second-hand wigs a little padding here
			and there call ourselves Josephine and
			Geraldine

			JOE
			Josephine and Geraldine!
			(disgustedly)
			Come on!

He drags Jerry toward the door.

			POLIAKOFF
			Look, if you boys want to pick up a
			little money tonight
			(they stop and turn)
			At the University of Illinois they are 
			having you should excuse the expression 
			a St. Valentineís dance.

			JOE
			Weíll take it!

			POLIAKOFF
			You got it.  Itís six dollars a man.  Be on the
			campus in Urbana at eight oíclock

			JERRY
			(protesting)
			All the way to Urbana for a one night stand?

			JOE
			Itís twelve bucks.  We can get one of the
			overcoats out of hock.

			POLIAKOFF
			(into phone)
			Hello, Mr. Morris? This is Poliakoff, in Chicago.
			Say, you wouldnít have a couple of girl
			musicians available? A sax player and a base?

			JERRY
			(at the door)
			Look, if William Morris doesnít come through

			JOE
			Come on, Geraldine!

He pulls him into the outer office.


10.	INT.  POLIAKOFFíS OUTER OFFICE - DAY.		10.

Joe leads Jerry out.

			JERRY
			Itís a hundred miles, Joe itís snowing
			how are we going to get there?

			JOE
			Iíll think of something.  Donít crowd me.

			NELLIE
			brightly)
			How did it go, girls?

			JERRY
			We ought to wring your neck.

			JOE
			Please, Jerry thatís no way to talk.
			(turning on the charm)
			Nellie baby what are you doing tonight?

			NELLIE
			(suspiciously)
			Why?

			JOE
			Because I got some plans

			NELLIE
			Iím not doing anything.  I just thought Iíd
			go home and have some cold pizza

			JOE
			And youíll be in all evening?

			NELLIE
			(melted by now)
			Yes, Joe.

			JOE
			(brightly)
			Good!  Then you wonít be needing your car.

			NELLIE
			My car?  Why, you

Joe silences her protest with a kiss.  Jerry shakes his head 
with mock admiration.

			JERRY
			Isnít he a bit of terrific?

	DISSOLVE TO:


11.	EXT.  CLARK STREET - DAY.				11.

Joe and Jerry, carrying their instruments, are coming along 
the snow-covered sildewalk toward a garage entrance, 
above which is a sign reading: CHARLIEíS GARAGE.  Their 
shoulders are hunched up against the cold.

			JERRY
			We couldíve had three weeks in Florida
			all expenses paid.  Lying around in the sun
			palm trees frying fishÖ

			JOE
			Knock it off, will you?

They step over the chain blocking the entrance, start into 
the garage.


12.	INT.  CHARLIEíS GARAGE - DAY.				12.

There are rows of parked cars, a lube rack and a gas pump.  
Against the wall under a naked electric light bulb hanging 
from a cord, five men are playing stud poker.

A couple of mechanics, in grease-stained coveralls, are 
watching the game.  The dealer is Toothpick Charlie, the 
inevitable toothpick in his mouth.

			TOOTHPICK CHARLIE
			(dealing)
			King highĖpair of bulletsĖpossible straight
			possible nothingĖpair of eightsĖ

Joe and Jerry come in from the street.  One of the 
mechanics notices them, nudges Toothpick Charlie.  Charlie 
looks up, and seeing the instrument cases, leaps to his feet, 
drawing a gun from his shoulder holster.  The other four 
players also jump up, and pulling their guns, level them at 
Joe and Jerry.

			TOOTHPICK CHARLIE
			All right, you two drop Ďem.

			JERRY
			(stops; puzzled)
			Drop what?

			JOE
			We came to pick up a car.

			TOOTHPICK CHARLIE
			Oh, yeah?

He nods to one of the mechanics, who steps up to Joe and 
Jerry, starts to open the instrument cases.

			JOE
			Nellie Weinmeyerís car.

			MECHANIC
			(as the bass and sax
			are revealed)
			Musicians.

			TOOTHPICK CHARLIE
			Wise guys!

He mops his brow with the back of his sleeve, and putting 
his gun back in the holster, picks up the deck of cards 
again.

			TOOTHPICK CHARLIE
			Letís go.  Pair of aces bets.

The other players resume their seats.  Joe and Jerry follow 
the mechanic toward the parked cars.

			JOE
			Itís a í25 Hupmobile coupe.  Green.

The mechanic leads them up to the car, which is parked 
near the gas pump.

			MECHANIC
			Need some gas?

			JERRY
			Yeah.
			(takes some coins
			out of pocket)
			Like about forty centsí worth.

The mechanic unscrews the cap of the gas tank, inserts the 
rubber hose from the pump.

			MECHANIC
			Put it on Miss Weinmeyerís bill?

			JOE
			Why not?
			(signals Jerry to put
			coins away)
			And while youíre at it fill Ďer up.

From the street outside comes the loud squeal of tires.  
Jerry glances off casually toward the entrance.

A black Dusenberg bursts the chain hanging across the 
street entrance, skids into the garage, takes to a screeching 
stop some ten feet from the card players.  Toothpick 
Charlie and his cronies leap up and reach for their guns.  
Too late.  Four men have scrambled out of the car, two 
armed with submachine guns, the other two with sawed-off 
shotguns.  We recognize them as Spats Colomboís 
henchmen.

			FIRST HENCHMAN
			All right, everybody hands up and face the wall.

The frightened poker players start to obey.

Jerry is watching the scene, open-mouthed.  Joe grabs his 
shoulder, pulls him down behind the Hupmobile.

The Second Henchman notices the mechanic standing 
petrified beside the gas pump.

			SECOND HENCHMAN
			(waving machine gun)
			Hey join us!

The mechanic raises his hands, moves reluctantly toward 
the six men lined up against the wall.

			SECOND HENCHMAN
			(continues)
			Okay, boss.

A pair of menís feet step down from the limousine.  They 
are encased in immaculate spats.

Jerry, crouching behind the Hupmobile with Joe, grabs his 
arm.

			JERRY
			(whispering)
			Itís Spats Colombo

Joe clamps his hand over Jerryís mouth.

Spats Colombo joins his armed henchmen, who are covering 
the seven men facing the wall with their hands up.

			SPATS
			(very blase)
			Hello, Charlie.  Long time no see.

			TOOTHPICK CHARLIE
			(glancing over his
			shoulder nervously)
			What is it, Spats?  What do you want here?

			SPATS
			Just dropped in to pay my respects.

			TOOTHPICK CHARLIE
			You donít owe me no nothing.

			SPATS
			Oh, I wouldnít say that.  You were nice enough
			to recommend my mortuary to some of
			your friendsÖ

He has strolled over to the table, and picking up the deck of 
cards, starts to deal out another round to the abandoned 
poker hands.

			TOOTHPICK CHARLIE
			(sweating)
			I donít know what youíre talking about.

			SPATS
			So now I got all those coffins on my hands
			and I hate to see them go to waste.

			TOOTHPICK CHARLIE
			Honest, Spats.  I had nothing to do with it.

Spats deals Toothpick Charlieís fifth card, then turns up the 
hole card.

			SPATS
			Too bad, Charlie.  You would have had 
			three eights.
			(flips cards away)
			Goodbye, Charlie!

			TOOTHPICK CHARLIE
			(knowing whatís coming)
			No, Spats no, no, no
			(a scream)
			NO!

Spats nods, and the two machine-gunners raise their 
weapons, start to fire methodically at their off-scene 
victims.

Behind the Hupmobile, Jerry screws his eyes shut painfully 
as the steady chatter of bullets continues.

			JERRY
			I think Iím going to be sick.

The machine guns stop firing.  There is a momentís silence.  
Suddenly, the bas tank of the Hupmobile overflows, and the 
rubber hose from the pump whips out, gushing gasoline 
over the floor.

Spats and his henchmen, hearing the SOUND, whirl around 
and catch sight of Joe and Jerry squatting behind the car.

			SPATS
			All right come on out of there.

Joe and Jerry emerge quakingly from behind the Hupmobile.  
They try to raise their hands, but find this rather difficult to 
manage while holding on to their instruments.  Jerry darts 
a horrified glance toward the foot of the wall.

			JOE
			(quickly)
			We didnít see anything
			(to Jerry)
			did we?

			JERRY
			(to Spats)
			No nothing.  Besides, itís none of our business if 
			you guys want to knock each other off

Joe nudges him violently with his elbow, and he breaks off.

			SPATS
			(studying them)
			Donít I know you two from somewhere?

			JOE
			Weíre just a couple of musicians we come to
			pick up a car Nellie Weinmeyerís car
			thereís a dance tonight
			(starting to edge away)
			Come on, Jerry.

			SPATS
			Wait a minute.  Where do you think 
			youíre going?

			JOE
			To Urbana.  Itís a hundred miles.

			SPATS
			You ainít going nowhere.

			JERRY
			(quavering)
			Weíre not?

			SPATS
			The only way youíll get to Urbana is feet first.

During this, one of the bodies huddled grotesquely against 
the foot of the wall begins to stir.  It is Toothpick Charlie.  
He is covered with blood, but there is still a spark of life in 
him, and his toothpick is still clutched between his teeth.  
Painfully, he starts to worm his way across the floor toward 
a phone on a wooden shelf.

Spats and his gang, facing Joe and Jerry, are not aware of 
Charlieís activity.

			SPATS
			I donít like no witnesses.

			JOE
			We wonít breathe a word.

			SPATS
			You wonít breathe nothingí not even air.

He motions lazily to the Second Henchman.  The henchman 
slowly levels his machine gun at Joe and Jerry, who stand 
frozen.

At that very moment, Toothpick Charlie reaches up for the 
phone.  But he is too weak to hold on, and the receiver 
drops from his limp hand, and clatters to the asphalt floor.

Instantly, Spats and his henchman wheel around.  Spats 
grabs the machine gun from the Second Henchman, and 
perforates what is left of Charlie with a hail of lead.

Toothpick Charlie crumbles in a heap.  He is quite dead.  
Spatsí be-spatted foot comes into SHOT, disdainfully kicks 
the toothpick out of Charlieís mouth.

Joe and Jerry have taken advantage of this momentary 
diversion.  Like scalded jackasses, they are sprinting toward 
the entrance, hanging on to their instruments.

Spats and his boys pivot, see the two running.  They let go 
with a salvo of shots, just as Joe and Jerry scoot through 
the garage door and disappear down the street.

A couple of henchmen start after them.  There is the SOUND 
of an approaching police SIREN.

			SPATS
			Come on letís blow.  Weíll take care of
			those guys later.

They all pile into the black Dussenberg.  The driver shifts 
into reverse and the car shoots backwards out of the 
garage.


13.	EXT.  ALLEY - DAY.					13.

Joe and Jerry come skidding around the corner from Clark 
Street, race down the snow-covered alley.  In b.g. there is 
the SOUND of squealing tires and police sirens.

			JERRY
			(as they run)
			I think they got me.

			JOE
			They got the bull-fiddle.

			JERRY
			(feeling himself 
			all over)
			You donít see any blood?

			JOE
			Not yet.  But if those guys catch us,
			thereíll be blood all over.  Type O.

They start running even faster.

			JERRY
			Where are we running, Joe?

			JOE
			As far away as possible.

			JERRY
			Thatís not far enough.  You donít know those
			guys!  But they know us.  Every hood in 
			Chicago will be looking for us

They reach the end of the alley.  A couple of motorcycle 
policemen, their sirens wailing, flash by in the direction of 
the garage.  The word must have spread, because 
pedestrians are also running in the same direction.  Joe 
stops, looks around quickly, and seeing a cigar store on the 
corner drags Jerry inside.


14.	INT.  CIGAR STORE - DAY.				14.

Joe hurries to a wall telephone near the entrance.  Jerry 
follows breathlessly.

			JOE
			Got a nickel?

He sets the saxophone case down, and taking a coin from 
Jerry, inserts it in the slot.

			JERRY
			You going to call the police?

			JOE
			The police?  Weíd never live to testify.
			Not against Spats Colombo.
			(into phone)
			Wabash 1098.

			JERRY
			We got to get out of town.  Maybe 
			we ought to grow beards.

			JOE
			We are going out of town.  But weíre
			going to shave.

			JERRY
			Shave?  At a time like this?  Those guys got
			machine guns theyíre going to blast
			our heads off and you want to shave?

			JOE
			Shave our legs, stupid.

Stupid is right.  Jerry still doesnít get it.

			JOE
			(into phone; his voice 
			a tremulous soprano)
			Hello?  Mr. Poliakoff?  I understand youíre
			looking for a couple of girl musicians.

Now Jerry gets it.

	DISSOLVE TO:


15.	EXT.  CHICAGO RAILROAD PLATFORM - NIGHT.		15.

Two pairs of high-heeled shoes, unusually large in size, are 
hurrying along the platform.  CAMERA FOLLOWS them and 
PANS UP gradually, revealing rather hefty legs in rolled 
stockings, short dresses, coats with cheap fur pieces, and 
rakish cloche hats.  One of the pair carries a saxophone 
case, the other a bull-fiddle case, and each has a Gladstone 
bag.

A train, with steam up, is loading for departure.  Redcaps, 
passengers, baggage carts.

			ANNOUNCERíS VOICE
			Florida Limited leaving on Track Seven for
Washington, Charleston, Savannah, Jacksonville 
and Miami. All aboard. All aboard.

Our two passenger accelerate their pace.  But evidently they 
are not too adept at navigating in high heels.  Suddenly the 
one with the bull-fiddle twists her ankle or we should say 
his ankle because itís Jerry.  He stops and faces his girl-
friend Joe.

			JERRY
			(rubbing his ankle)
			How can they walk on these things?
			How do they keep their balance?

			JOE
			Must be the way their weight is distributed.
			Come on.

As they proceed along the platform, a gust of wind sends 
their skirts billowing.  Jerry stops again and pulls his skirt 
down.
			JERRY
			And itís so drafty.  They must be catching
			colds all the time.

			JOE
			(urging him on)
			Quit stalling.  Weíll miss the train.

			JERRY
			I feel so naked.  Like everybodyís looking at me.

			JOE
			With those legs?  Are you crazy?

They are now approaching the Pullman car reserved for the 
girlsí orchestra.  Girl musicians, with instruments and 
luggage, are boarding the car, supervised by Sweet Sue and 
Bienstock.

			JERRY
			(stopping in his tracks)
			Itís no use.  Weíll never get away with it, Joe.

			JOE
			The name is Josephine.  And it was your
			idea in the first place.

Just then, a member of the girlsí band comes hurrying past 
them, carrying a valise and ukulele case.  Her name is 
SUGAR.  What can we say about Sugar, except that she is 
the dream girl of every red-blooded American male who 
ever read College Humor?  As she undulates past them, 
Jerry looks after her with dismay.

			JERRY
			Who are we kidding?  Look at that look how
			she moves itís like jello on springs they
			must have some sort of a built-in motor.
			I tell you itís a whole different sex.

			JOE
			What are you afraid of?  Nobodyís asking you
			to have a baby.  This is just to get out of town.
			The minute we hit Florida, weíll blow this set-up.

			JERRY
			This time Iím not going to let you talk me
			into something thatÖ

A newsboy approaches along the platform, peddling his  papers.

			NEWSBOY
			Extra!  Extra!  Seven Slaughtered in North
			Side Garage!  Fear Blood Aftermath!

			JERRY
			(to Joe, promptly)
			You talked me into it!  Come on, Josephine.

			JOE
			Attagirl, Geraldine.

They hurry toward the Pullman car, imitating the jello-on-
springs movement as well as they can.

At the Pullman car, Sue and Bienstock are checking in the 
girl musicians as they are boarding.

			SUE
			Hi, Mary Lou Rosella Okay, Dolores,
			get a move on Howís your back, Olga?

			BIENSTOCK
			(checking list)
			Clarinet drums trumpet trombone

Joe and Jerry come mincing up.  (NOTE: From here on in, 
the two will speak with girlsí voices whenever the situation 
calls for it.)

			JOE
			Well, here we are.

			SUE
			You two from the Poliakoff Agency?

			JOE
			Yes, weíre the new girls.

			JERRY
			Brand new.

			SUE
			This is our manager, Mr. Bienstock.
			Iím Sweet Sue.

			JOE
			My name is Josephine.

			JERRY
			And Iím Daphne.

This is completely out of left field.  Joe throws him a sharp 
look.  Jerry smiles back brightly.

			BIENSTOCK
			(checking list)
			Saxophone, bass Am I glad to see you girls.
			You saved our lives.

			JOE
			Likewise, Iím sure.

			SUE
			Where did you girls play before?

			JERRY
			Oh here and there and around.

			JOE
			We spent three years at the Sheboygan
			Conservatory of Music.

From OFF comes the voice of the Conductor:  ďAll aboard!Ē

			BIENSTOCK
			Youíre in Berths 7 and 7A.

			JERRY
			(his idea of a lady)
			Thank you ever so.

			BIENSTOCK
			Youíre welcome.

			JERRY
			Itís entirely mutual.

Joe has already boarded the car.  As Jerry starts up the 
steps, he stumbles.  Bienstock helps him up, with a little pat 
on the behind.

			BIENSTOCK
			Upsy-daisy.

			JERRY
			(coyly)
			Fresh!

Joe jerks him up into the vestibule before this nonsense gets 
out of hand.

			BIENSTOCK
			(takes off glasses,
			puts them in pocket)
			Looks like Poliakoff came through with
			a couple of real ladies.

			JOE
			You better tell the other girls to
			watch their language.

She and Bienstock mount the steps of the Pullman.  The 
porter picks up the yellow footstep, hops aboard as the 
train starts moving.


			16.	INT.  PULLMAN CAR - NIGHT.					16.

As Joe and Jerry come in from the vestibule, Joe grabs 
Jerry, holds him against the baggage rack.

			JOE
			(an angry whisper)
			DAPHNE?

			JERRY
			I never did like the name Geraldine.

As Sue and Bienstock appear from the vestibule, Joe lets go 
of Jerry, and they move down the aisle into the Pullman car 
proper.

The girl musicians are all there, except for Sugar.  They are 
removing their coats, settling themselves in their seats, 
putting away their instruments and baggage.  They are all 
blonde, they are young, and most of them are pretty.  They 
look like a band of angels but donít you believe it.

			JERRY
			(the good neighbor)
			Hello, everybody.  Iím the bass fiddle.
			Just call me Daphne.

			JOE
			Iím Josephine.  Sax.

There is a slew of general hellos.

			MARY LOU
			Welcome to No Manís Land.

			GIRLS
			(in chorus)
			Youíll be sor-ry!

			ROSELLA
			Take your corsets off and spread out.

			JERRY
			Oh, I never wear one.

			OLGA
			Donít you bulge?

			JERRY
			Oh, no.  I have the most divine little 
			seamstress that comes in once a month 
			and my dear, sheís so inexpensive

			JOE
			Come on, Daphne.

			DOLORES
			Say, kids, have you heard the one about the
			girl tuba player that was stranded on a
			desert island with a one-legged jockey?

			JERRY
			No --- how does it go?

			BIENSTOCK
			(coming up)
			Now cut that out, girlsĖnone of that rough talk.
			(as Joe and Jerry move off)
			They went to a conservatory.

There is a general horse-laugh from the girls.  Joe and Jerry 
have now reached their seats, and are taking off their 
coats.

			JERRY
			(in a delighted whisper)
			How about that talent?  This is like
			falling into a tub of butter.

			JOE
			Watch it, Daphne!

			JERRY
			When I was a kid, I used to have a dream
			I was locked up in this pastry shop overnight
			with all kinds of goodies around jelly rolls
			and mocha eclairs and sponge cake and
			Boston cream pie and cherry tarts

			JOE
			Listen, stupe no butter and no pastry.
			Weíre on a diet!

Jerry starts to hang his coat across a cord running above 
the window.

			JOE
			(grabbing him)
			Not there thatís the emergency brake.

			JERRY
			(clutching bosom)
			Now youíve done it!

			JOE
			Done what?

			JERRY
			Tore off one of my chests.

			JOE
			Youíd better go fix it.

			JERRY
			You better come help me.

Jerry leads the way toward the rest rooms, which are just 
beyond their seat.  Instinctively he heads for the one 
marked MEN.  Joe grabs him, steers him back toward the 
one marked WOMEN.

			JOE
			This way, Daphne.

			JERRY
			(clasping his chest
			desperately)
			Now you tore the other one.

Joe opens the curtain, propels him inside.


17.	INT.  WOMENíS LOUNGE.					17.

There is another customer there Sugar.  She has one leg 
up on the leather settee, her skirt is slightly raised, and she 
is about to remove a small silver flask tucked under her 
garter.  As Jerry and Joe come in, she guiltily pulls her skirt 
down.

			SUGAR
			OH!

			JERRY
			(arms folded across chest)
			Terribly sorry.

			SUGAR
			(relieved)
			Thatís all right.  I was afraid it was Sweet Sue.
			You wonít tell anybody, will you?

			JOE
			Tell what?

			SUGAR			(taking the flask out
			and unscrewing the cap)
			If they catch me once more,
			theyíll boot me out of the band.
			(pours a drink into a
			paper cup)
			You the replacement for the bass and the sax?

			JERRY
			Thatís us.  Iím Daphne and this is Josephine.

			SUGAR
			Iím Sugar Cane.

			JOE
			I changed it.  It used to be Sugar Kowalczyk.

			JERRY
			Polish?

			SUGAR
			Yes.  I come from a very musical family.
			My mother is a piano teacher and my
			father was a conductor.

			JOE
			Where did he conduct?

			SUGAR
			On the Baltimore and Ohio.

			JOE
			Oh.

			SUGAR
			I play the ukulele.  And I sing too.

			JERRY
			(to Jerry)
			She sings, too.

			SUGAR
			I donít really have much of a voice but then
			itís not much of a band, either.  Iím only
			with Ďem because Iím running away.

			JOE
			Running away?  From what?

			SUGAR
			Donít get me started on that.
			(extending flask)
			Want a drink?  Itís bourbon.

As Jerry reaches for it, his bosom starts to slip again, and 
he quickly refolds his arms.

			JERRY
			Weíll take a rain check.

			SUGAR
			(downs cupful of bourbon)
			I donít want you to think that Iím a drinker.
			I can stop any time I want to only I donít
			want to.  Especially when Iím blue.

			JOE
			We understand.

			SUGAR
			All the girls drink but Iím the one that
			gets caught.  Thatís the story of my life.
			I always get the fuzzy end of the lollipop.

She has screwed the cap back on the flask, and now slips it 
under her garter.

			SUGAR
			Are my seams straight?

			JERRY
			(examining her legs)
			Iíll say.

			SUGAR
			See you around, girls.

She waves and exits into the Pullman car.

			JERRY
			Bye, Sugar.
			(to Joe)
			We been playing with the wrong bands.

			JOE
			Down, Daphne!

			JERRY
			How about the shape of that liquor cabinet?

Joe spins him around, and unbuttoning the back of his 
dress, starts to fix the slipped brassiere.

			JOE
			Forget it.  One false move, and theyíll toss us
			off the train thereíll be the police, and
			the papers, and the mob in ChicagoÖ

			JERRY
			(not listening)
			Boy, would I like to borrow a cup of that Sugar.

			JOE
			(whirling him around,
			grabbing the front 
			of his dress)
			Look no butter, no pastry, and no Sugar!

			JERRY
			(looking down at 
			his chest, pathetically)
			You tore it again!

	DISSOLVE:


18.	EXT.  LOCOMOTIVE WHEELS - NIGHT.			18.

The wheels are pounding along the track, accompanied by a 
spirited rendition of RUNNING WILD.


19.	INT.  PULLMAN CAR - NIGHT.				19.

At one end of the car, Sweet Sue and her Society 
Syncopators are beating out RUNNING WILD.  It is a special 
rehearsal to break in the two new girls, Josephine and 
Daphne.  The other girls, including Sugar on the ukulele, are 
really swinging.  But Joe and Jerry are playing in a dainty 
ultra-refined manner, so as not to give themselves away.  
Sue, who is conducting from the aisle, raps her baton 
against a seat.  The girls stop playing.

			SUE
			(to Joe and Jerry)
			Hey, Sheboygan you two what was
			your last job playing square dances?

			JOE
			No funerals.

			SUE
			Would you mind rejoining the living?
			Goose it up a little.

			JERRY
			Weíll try.

Sue is about to give the downbeat, when her eyes fall on 
Jerryís bass fiddle.  There is a neat row of bullet holes 
across the face of the instrument.

			SUE
			How did those holes get there?

			JERRY
			(looking down)
			Oh those.  I donít know.
			(tentatively)
			Mice?

			JOE
			(quickly)
			We got it second-hand.

			SUE
			All right lets take it from the top.
			And put a little heat under it, will you?

She brings the baton down, and the girls start playing 
again.  This time Joe and Jerry give it both knees Joe 
going for a wild ride on the sax, and Jerry slapping and 
twirling the bass like a girl possessed.  Sue cocks her 
eyebrows, amazed by the hepness of the two conservatory 
cats.

Now it is time for Sugarís solo.  She steps forward with the 
ukulele, and starts to sing a hot chorus of RUNNING WILD.  
Holding on to the bull-fiddle, Jerry leans forward to get a 
better view of Sugarís backfield in motion.

As Sugar shimmies through the number, the hidden flask 
slips out from under her garter, and falls to the floor with a 
clank.  She freezes.  Sue raps her baton furiously against 
the seat, stopping the music.

			SUE
			BIENSTOCK!

Bienstock, with his glasses on, is sitting father back in the 
car reading Variety.  He leaps up.

			BIENSTOCK
			Yes, Sue?  What is it?

			SUE
			(pointing at flask)
			I thought I made it clear I donít want any
			drinking in this outfit.

			BIENSTOCK
			(picking up flask)
			All right, girls.  Who does this belong to?
			(no answer)
			Come on, now.  Speak up.
			(still no answer; 
			his eyes fall on Sugar, 
			who stands there frozen)
			Sugar, I warned you!

			SUGAR
			Please, Mr. Bienstock

			BIENSTOCK
			This is the last straw.  In Kansas City you
			were smuggling liquor in a shampoo bottle.
			Before that I caught you with a pint in your
			ukulele

Jerry has squeezed himself between the girls, and steps forward.

			JERRY
			Pardon me, Mr. Bienstock can I have my 
			flask back?

			BIENSTOCK
			(automatically)

			Sure.
			(hands it to him,
			turns back to Sugar)
			Pack your things, and the next station
			we come to
			(he does a take, 
			turns to Jerry)
			Your flask?

			JERRY
			Uh-huh.  Just a little bourbon.

He starts to slip it down the neck of his dress.

			BIENSTOCK
			Give me that!

He grabs the flask.  Sugar is looking at Jerry gratefully.  Joe 
glares at Jerry, ready to hit him with the saxophone.

			SUE
			(to Joe and Jerry; dryly)
			Didnít you girls say you went to a conservatory?

			JERRY
			Yes.  For a whole year.

			SUE
			I thought you said three years.

			JOE
			(lightly)
			We got time off for good behavior.

			SUE
			There are two things I will not put up with
			during working hours.  One is liquor 
			and the other one is men.

			JERRY
			(a blinking angel)
			Men?

			JOE
			Oh, you donít have to worry about that.

			JERRY
			We would be caught dead with men.  Those
			rough, hairy beasts with eight hands
			(looking at Bienstock)
			They all want just one thing from a girl.

			BIENSTOCK
			(drawing himself up)
			I beg your pardon.

			SUE
			(rapping baton)
			All right, girls from the top again.

Once more the Society Syncopators wade into RUNNING 
WILD.  Sugar, strumming the ukulele, smiles warmly at 
Daphne, a true blue pal; Daphne smiles back, his mouth 
watering a little, like a kid in a pastry shop.

	DISSOLVE:


20.	EXT.  LOCOMOTIVE WHEELS - NIGHT.			20.

The wheels are still pounding away but thereís no more 
music.


21.	INT.  PULLMAN CAR - NIGHT.				21.

The berths are made up, and the girls are getting ready for 
bed.  Joe, in pajamas, is standing in the aisle beside Lower 
7, draping his dress neatly on a hanger.  Jerry, in a 
nightgown, is lying in Upper 7 with the curtains open, 
watching the broads go by.  Girls in negligees, in pajamas, 
in nightgowns, are scurrying with their wash-kits in and out 
of the ladiesí room, climbing into lowers and uppers.

			JERRY
			(the young sultan)
			Good night, Mary Lou Dolores dear, 
			sleep tight Nighty-night, Emily.

			EMILY
			(climbing into an upper)
			Toodle-oo.

			JERRY
			(to Joe)
			How about that toodle-oo?

			JOE
			Steady, boy.  Just keep telling yourself
			youíre a girl.

			JERRY
			(to himself)
			Iím a girl.  Iím a girl.  Iím a girl

Rosella and Olga come bouncing past from the ladiesí room.

			JERRY
			(to Joe)
			Get a load of that rhythm section.
			(a glare from Joe)
			Iím a girl.  Iím a girl.  Iím a girl.

His eyes stray down the aisle.  In Upper 2, Sugar is getting 
ready for bed.  All Jerry can see is her legs dangling out of 
the berth, as she removes her stockings.  But thatís all the 
identification Jerry needs.

			JERRY
			(calling down the aisle)
			Good night, Sugar.

			SUGAR
			(sticking her head out)
			Good night, honey.

	JERRY
			(to Joe; enraptured)
			Honey she called me honey.

Without a word, Joe takes the ladder leaning against Jerryís 
berth, slides it under the lower.

			JERRY
			What are you doing?

			JOE
			I just want to make sure that honey stays
			in the hive.  Thereíll be no buzzing around
			tonight.

			JERRY
			But suppose I got to go like for a drink
			of water?

			JOE
			Fight it.

			JERRY
			But suppose I lose?  Suppose itís an emergency?

	JOE
	(points to cord running
	across the back of
	Jerryís berth)
			Then pull the emergency brake!

Sitting on the edge of Lower 1, ready for bed, is Sue.  She is 
looking off intently toward Joe and Jerry, flipping a 
stomach pill in one hand and holding a paper cup of water 
in the other.  She turns to Bienstock, who is across the aisle 
in Lower 2, just buttoning his pajama tops.

			SUE
			You know, Bienstock, thereís something funny
			about those two new girls.

			BIENSTOCK
			Funny?  In what way?

			SUE
			I donít know but I can feel it right here.
			(pats tummy)
			Thatís one good thing about ulcers itís like
			a burglar alarm going off inside you.

She swallows the pill, washes it down with water.

			BIENSTOCK
			All right, Sue.  You watch your ulcers
			Iíll watch those two.
			(rises, claps his hands)
			Okay.  Everybody settle down and go to bed.
			Good night, girls.

The last few girls climb into their births, lights are being 
extinguished, curtains are being closed.

Joe, standing outside Berth 7, starts to close the curtains of 
Jerryís berth.

			JOE
			Good night, Daphne.

			JERRY
			(wretchedly)
			Good night, Josephine.

Joe closes the curtains.  Jerry, in the upper, extinguishes the 
light.  He settles himself back on the pillow, closes his eyes.

			JERRY
			(muttering to himself)
			Iím a girl Iím a girl I wish I were dead
			Iím a girl Iím a girl


22.	EXT.  LOCOMOTIVE WHEELS - NIGHT.			22.

The wheels are pounding along the track in the rhythm of 
Jerryís ĎIím a girl, Iím a girl.í

	DISSOLVE:


23.	INT.  PULLMAN CAR - NIGHT.				23.

There are just a few dim lights illuminating the aisle.  
Everybody seems to be asleep, all is quiet except for 
Bienstockís steady snoring in Lower 2.

After a moment, the curtains of Upper 2 open, and Sugar 
peeks out cautiously.  She is wearing a negligee over her 
nightie.  Seeing that all is clear, she slips quietly down the 
ladder, and tiptoes down the aisle.

She arrives at Berth 7, and finding no ladder there, takes 
one from across the aisle, leans it against Jerryís berth, and 
climbs up.

Jerry is asleep in Upper 7, as the curtains part and Sugar 
leans in.

			SUGAR
			(a whisper)
			DaphneÖ

She taps his shoulder.  Jerry sits bolt upright, hits his head 
against the top of the berth.

			JERRY
			Oh Sugar!

			SUGAR
			I wanted to thank you for covering for me.
			Youíre a real pal.

			JERRY
			Itís nothing.  I just think us girls should
			stick together.

			SUGAR
			If it hadnít been for you, they would have
			kicked me off the train.  Iíd be out there in the 
			middle of nowhere, sitting on my ukulele.

			JERRY
			It must be freezing outside.  When I
			think of you and your poor ukulele

			SUGAR
			If thereís anything I can do for you

			JERRY
			Oh, I can think of a million things

Sugar, looking off, sees something in the aisle, quickly 
climbs into the berth beside Jerry.

			JERRY
			And thatís one of them.

			SUGAR
			(finger to her lips)
			Sssh.  Sweet Sue.

She peers through the slit in the curtains.  

Sue, in a wrapper, is padding sleepily down the aisle toward 
the ladiesí room.

Back in Upper 7, Sugar turns conspiratorially to Jerry.

			SUGAR
			I donít want her to know weíre in cahoots.

			JERRY
			We wonít tell anybody not even Josephine.

			SUGAR
			Iíd better stay here till she goes back to sleep.

			JERRY
			Stay as long as youíd like.

			SUGAR
			(putting her legs
			under the covers)
			Iím not crowding you, am I?

			JERRY
			No.  Itís nice and cozy.

			SUGAR
			When I was a little girl, on cold nights like this,
			I used to crawl into bed with my sister.  Weíd
			cuddle up under the covers, and pretend we
			were lost in a dark cave, and were trying to
			find out way out.

			JERRY
			(mopping his brow)
			Interesting.

			SUGAR
			Anything wrong?

			JERRY
			No, no.

			SUGAR
			(putting a hand on
			his shoulder)
			Why you poor thing youíre trembling
			all over.

			JERRY
			Thatís ridiculous.

			SUGAR
			And your head is hot.

			JERRY
			Thatís ridiculous.

			SUGAR
			(her feet touching his
			under the cover)
			And youíve got cold feet.

			JERRY
			(a wan smile)
			Isnít that ridiculous?

			SUGAR
			Let me warm them a little.
			(rubbing her feet
			against his)
			There isnít that better?

Jerry has turned his head away, and is now mumbling to 
himself.

			JERRY
			Iím a girl, Iím a girl, Iím a girl

			SUGAR
			What did you say?

			JERRY
			Iím a very sick girl.

			SUGAR
			(sitting up)
			Maybe Iíd better go before I catch something.

			JERRY
			(holding her by the arm)
			Iím not that sick.

			SUGAR
			I have a very low resistance.

			JERRY
			Look, Sugar, if you feel youíre coming down
			with something, the best thing is
			a shot of whiskey.

			SUGAR
			You got some?

			JERRY
			I know where to get some.
			(sitting up)
			Donít move.

He climbs across her, and opening the curtains, leans all 
the way over the edge of the upper berth and down toward 
the berth below.

In Lower 7, Joe is asleep, facing the window.  The curtains 
part, and Jerry, dangling upside down, reaches toward the 
suitcase at the foot of the berth.  He raises the lid of the 
suitcase, rummages around till he finds a bottle of bourbon.  
As he takes it out, Joe stirs.  Jerry freezes, raises the bottle 
up, ready to conk Joe if he wakes up.  Joe turns over, settles 
back to sleep, and Jerry swings his body through the 
curtains.

Jerry, the bottle clutched in his hand, is hanging upside 
down, while Sugar in the upper berth holds on to his legs.  
As Jerry tries to raise himself back up, he slips out of 
Sugarís grasp, and sprawls in the aisle.  He lies absolutely 
still, afraid that Joe may have heard him.

			SUGAR
			(a solicitous whisper)
			You all right?

			JERRY
			(getting up)
			Iím fine.

			SUGAR
			Howís the bottle?

			JERRY
			Half-full.

As he hands it up to her, the curtains of Upper 4 part, and 
Dolores, who has been awakened by the fall, peeks out.

			SUGAR
			(to Jerry)
			You better get some cups.

Jerry pads over to the water fountain beside the rest rooms.  
He punches out a couple of paper cups from a dispense, flits 
back to Berth 7, and scurries up the ladder.

Dolores watches all this with great interest.

Back in Upper 7, Sugar has already opened the bottle.

			JERRY
			(handing her
			the paper cups)
			I tell you this is the only way to travel.

			SUGAR
			(pouring)
			You better put on the lights.
			I canít see what Iím doing.

			JERRY
			No no lights.  We donít want anyone
			to know weíre having a party.

			SUGAR
			I may spill something.

			JERRY
			(shifting into high)
			So spill it.  Spills, thrills, laughs, games
			this may even turn out to be a surprise party.

			SUGAR
			Whatís the surprise?

			JERRY
			(coyly)
			Uh-uh.  Not yet.

			SUGAR
			When?

			JERRY
			We better have a drink first.

			SUGAR
			(handing him cup)
			Here.  Thisíll put hair on your chest.

			JERRY
			No fair guessing.
	
They drink.  The curtains open and Dolores, standing on the 
ladder outside, sticks her head in.

			DOLORES
			This a private clambake, 
			or can anybody join?

			JERRY
			(turns, startled)
			Itís private.  Go away.

			SUGAR
			Say, Dolores you still got that
			bottle of vermouth?

			DOLORES
			Sure.

			JERRY
			Who needs vermouth?

			SUGAR
			(to Dolores)
			We have some bourbon 
			lets make Manhattans.

			DOLORES
			Okay.
			(starts down the ladder)

			JERRY
			Manhattans?  This time of night?

			SUGAR
			(calling after Dolores)
			And bring the cocktail shaker.

			JERRY
			(disgustedly)
			Oh, Sugar.  Youíre going to
			spoil my surprise.

Dolores has crossed the aisle, and getting a foot up on 
Lower 4, reaches up into her berth for the vermouth.  The 
curtains of Lower 4 open, and Mary Lou sticks her head out.

			MARY LOU
			Whatís up?

			DOLORES
			Party in Upper 7.

			MARY LOU
			I got some cheese and crackers.

			DOLORES
			And get a corkscrew.

Mary Lou gets out of her berth, steps across to Lower 3, 
wakes up Rosella.

			MARY LOU
			Party in Upper 7.  Got a corkscrew?

			ROSELLA
			(wide awake)
			No.  But Stella has.

			MARY LOU
			Get some cups.

Rosella hurries toward the water fountain, while Mary Lou 
gets Stella and the corkscrew out of bed.  Rapidly, the whole 
Pullman car springs into action.  As silent as mice, the girls 
slip out of their berths, armed with various provisions.  
Their nighties billowing they scuttle down the aisle and up 
the ladder into Upper 7.

In Upper 7, the party is building rapidly, as the mice pile in 
with their contributions.

			GIRLS
			Hereís the vermouth.
			I brought some crackers and cheese.
			Will ten cups be enough?
			Can you use a bottle of Southern Comfort?

Jerry is trying vainly to stem the invasion of gatecrashers.

			JERRY
			Please, girls this is a private party
			a party for two go away, no more room
			ssh, the neighbors downstairs youíll
			wake up Josephine please, no crackers
			in bed go someplace else, form your own
			party be careful with that corkscrew!
			Sugar where are you, Sugar?

Sugar is greeting Olga, who has climbed  into the berth 
clutching a hot water bottle.

			OLGA
			Hereís the cocktail shaker.

Sugar starts measuring bourbon and vermouth into it.

			GIRLS
			Easy on the vermouth.
			If we only had some ice
			Pass the peanut butter.
			Anybody for salami?

			JERRY
			(desperately)
			Thirteen girls in a berth thatís bad luck!
			Twelve of you will have to get out! Ö 
Please, girls, no more food!  
Iíll have ants in the morning!

In Lower 7, Joe is stirring restlessly, while subdued noises 
float down from the party upstairs.  The curtains part and 
Emily sticks her head in and shakes Joe.

			EMILY
			Hey you got any maraschino cherries
			on you?

			JOE
			(half asleep)
			Huh?

			EMILY
			Never mind.

She disappears.  Joe starts to close his eyes, then sits up 
with a jolt.

			JOE
			Maraschino cherries?

Slowly he becomes aware of the sounds of revelry up above.  
His eyes wide as he sees a girlís bare leg through the 
curtains.  The girl steps on the edge of his berth, hoists 
herself into the upper.  Joe throws open the curtains, sees 
several other pairs of girlsí legs dangling down from the 
upper, and still more legs climbing up the ladder.

Frantically, Joe jumps out of his birth.  He is confronted by 
a sight which knocks into a cocked hat the principle that 
two bodies cannot occupy the same space at the same time.  
In a triumph of engineering, fourteen girls have squeezed 
themselves into Upper 7 or to be exact, thirteen girls and 
Daphne not to mention the bourbon, the vermouth, the 
Southern Comfort, the paper cups, the corkscrew, the hot 
water bottle, the crackers and cheese, and the salami.  
There is a seething tangle of arms and legs and blonde 
heads like a snake pit at feeding time.

			JOE
			Whatís going on here?
			(trying to find a
			needle in the haystack)
			Daphne Daphne

			JERRY
			(sticking his head out)
			Itís not my fault.  I didnít invite them.

			JOE
			(pleading)
			Break it up, girls!  Daphne!
			Come on, help me!

He starts to tug at odd arms and legs.

Jerry pulls himself back into the berth.

			JERRY
			All right, girls.  You heard Josephine.
			Everybody out.

Sugar starts to back out of the berth.

			JERRY
			Not you, Sugar.

			SUGAR
			Iím just going to get some ice.

Joe has slipped on his robe as Sugar comes backing out of 
the berth and down the ladder.

			JOE
			Out, out!  Thatís right, Sugar.
			Now the rest of you.

As Sugar heads for the water fountain, Joe starts to pull the 
other girls out.

			GIRLS
			Aw, donít be a flat tire.
			Have a Manhattan.
			Come on in.  Thereís lots of room
			in the back.

			JOE
			Ssh.  Pipe down.  Weíll all be fired.
	
Jerry sticks his head out, looks after Sugar.

			JERRY
			(plaintively)
			Sugar donít you leave me here alone, Sugar.

Sugar has pried open the panel under the water fountain, 
and reaching inside, drags out a huge cake of ice.  Not quite 
knowing what to do with it, she thrusts it into Joeís hands, 
and turns quickly to the pile of instruments stashed 
between some empty seats.

			JOE
			(unaware of the cake of
			ice in his hands)
			Come on, kids.  Give up, will you?
			The partyís over.  Everybody go home.
			(suddenly notices the ice)
			Whatís this?

By this time, Sugar has unscrewed a cymbal from the drum, 
and is holding the drummerís metal brush.

			SUGAR
			(beckoning to Joe)
			Josephine, over here.  Before it melts.

She heads for the womenís lounge.  Joe looks at her, looks 
at the ice, and not knowing what else to do with it, follows 
her through the curtains.


24.	INT.  WOMENíS LOUNGE - NIGHT.				24.

Sugar comes in, followed by Josephine with the cake of ice.

			SUGAR
			(pointing to sunken
			washbowl)
			Put it here.

			JOE
			(dropping the ice
			in the bowl)
			Sugar, youíre going to get yourself
			into a lot of trouble.

			SUGAR
			Better keep a lookout.

Joe crosses to the curtain, peers out.  Sugar, using the 
handle of the metal brush, starts to chop ice into the 
upturned cymbal.

			JOE
			If Bienstock catches you again 
			Whatís the matter with you, anyway?

			SUGAR
			Iím not very bright, I guess.

			JOE
			I wouldnít say that.  Careless, maybe.

			SUGAR
			No, just dumb.  If I had any brains, 
			I wouldnít be on this crummy train
			with this crummy girlsí band.

			JOE
			Then why did you take this job?

			SUGAR
			I used to sing with male bands.
			But I canít afford it any more.

			JOE
			Afford it?

			SUGAR
			Have you ever been with a male band?

			JOE
			Me?

			SUGAR
			Thatís what Iím running away from.  
			I worked with six different ones in the
			last two years.  Oh, brother!

			JOE
			Rough?

			SUGAR
			Iíll say.

			JOE
			You canít trust those guys.

			SUGAR
			I canít trust myself.  The moment Iíd
			start with a new band bingo!

			JOE
			Bingo?

			SUGAR
			You see, I have this thing about
			saxophone players.

			JOE
			(abandoning his
			lookout post)
			Really?

			SUGAR
			Especially tenor sax.  I donít know what
			it is, but they just curdle me.  All they
			have to do is play eight bars of
			ďCome to Me My Melancholy BabyĒ
			and my spine turns to custard, and I
			get goose-pimply all over and I
			come to them.

			JOE
			That so?

			SUGAR
			(hitting her head)
			Every time!

			JOE
			(nonchalantly)
			You know I play tenor sax.

			SUGAR
			But youíre a girl, thank goodness.

			JOE
			(his throat drying up)
			Yeah.

			SUGAR
			Thatís why I joined this band.
			Safety first.  Anything to get away
			from those bums.

			JOE
			(drier yet)
			Yeah.

			SUGAR
			(hacking the ice
			viciously)
			You donít know what theyíre like.
			You fall for them and you love Ďem
			you think itís going to be the biggest
			thing since the Graf Zeppelin and
			the next thing you know theyíre
			borrowing money from you and
			spending it on other dames and
			betting on the horses

			JOE
			You donít say?

			SUGAR
			Then one morning you wake up and
			the saxophone is gone and the guy is
			gone, and all thatís left behind is
			a pair of old socks and a tube of
			toothpaste, all squeezed out.

			JOE
			Men!

			SUGAR
			So you pull yourself together and you
			go on to the next job, and the next
			saxophone player, and itís the same
			thing all over again.  See what
			I mean? not very bright.

			JOE
			(looking her over)
			Brains arenít everything.

			SUGAR
			I can tell you one thing itís not
			going to happen to me again.  Ever.
			Iím tired of getting the fuzzy end of
			the lollipop.

Olga bursts in through the curtains.

			OLGA
			Ice!  Whatís keeping the ice?
			The natives are getting restless.

Joe hands her the cymbal piled with ice.

			JOE
			How about a couple of drinks for us?

			OLGA
			Sure.

She scoots out.  Joe and Sugar are alone again.

			SUGAR
			You know Iím going to be twenty-five
			in June?

			JOE
			You are?

			SUGAR
			Thatís a quarter of a century.
			Makes a girl think.

			JOE
			About what?

			SUGAR
			About the future.  You know like
			a husband?  Thatís why Iím glad
			weíre going to Florida.

			JOE
			Whatís in Florida?

			SUGAR
			Millionaires.  Flocks of them.  They all
			go south for the winter.  Like birds.

			JOE
			Going to catch yourself a rich bird?

			SUGAR
			Oh, I donít care how rich he is
			as long as he has a yacht and his own
			private railroad car and his own
			toothpaste.

			JOE
			Youíre entitled.

			SUGAR
			Maybe youíll meet one too, Josephine.

			JOE
			Yeah.  With money like Rockefeller, and
			shoulders like Johnny Weismuller

			SUGAR
			I want mine to wear glasses.

			JOE
			Glasses?

			SUGAR
			Men who wear glasses are so much more
			gentle and sweet and helpless.
			Havenít you ever noticed?

			JOE
			Well, now that youíve mentioned it

			SUGAR
			They get those weak eyes from reading
			you know, all those long columns of
			tiny figures in the Wall Street Journal.

Olga is back again, carrying two Manhattans in paper cups 
on the cymbal.  She hands them the drinks, starts to refill 
the cymbal with ice.

			OLGA
			That bass fiddle wow!  She sure knows
			how to throw a party!

She dashes out.  Joe looks after her, worriedly.

			SUGAR
			(raising cup)
			Happy days.

			JOE
			(lifting his cup)
			I hope this time you wind up with
			the sweet end of the lollipop.

They drink.  Joe studies her like a cat studying a canary.


25.	INT.  PULLMAN CAR - NIGHT.					25.

Olga is climbing up on the ladder to Upper 7 with the new 
supply of ice in the cymbal.  The party is now really 
winging.  Amidst the hushed hilarity, the hot water bottle is 
being passed around, paper cups and crackers are flying, 
some of the girls are smoking.  Despite the absence of 
Sugar, Jerry is enjoying himself hugely.  Dolores has the 
floor finishing the joke that Bienstock interrupted earlier.

			DOLORES
			so the one-legged jockey said
			(she breaks up in 
			helpless laughter)

			JERRY
			(eagerly)
			What did he say?

			DOLORES
			The one-legged jockey said ĎDonít worry
			about me, baby.  I ride side-saddle.í

To Jerry, this is excrutiatingly comical.  He puts his hand 
over his mouth, trying to smother his wild laughter, starts 
to hiccup.

			JERRY
			(Lady Daphne again)
			I beg your pardon.

Another hiccup.  And another.

			ROSELLA
			Put some ice on her neck!

She takes a hunk of ice out of the cymbal, rubs it against 
the back of Jerryís neck.  Jerry leaps up with a squeal, and 
the ice slides down into his nightgown.  He squirms and 
wiggles, crying and laughing and hiccuping.

			JERRY
			Oooh!  Aaah!  Itís cold!  Owwww!

The girls try to fish the ice from inside his nightie, and 
suddenly Jerry gets a new shock, worse than the ice.  His 
hiccups stop, his eyes widen in panic.  His bosoms have torn 
lose from their moorings again.  He folds his arms over his 
suddenly flat chest, to ward off exposure.

			JERRY
			(continuing)
			Cut it out, girls.  Stop it.
			Joe Josephine help!

			DOLORES
			Hey, sheís ticklish!

With that, all the girls pounce on Jerry, start to tickle him.  
Jerry flops around like a fish, screaming and laughing and 
crying.  In despair, his eyes fall on the emergency cord.  He 
makes a grab for the cord, pulls it.


26.	EXT.  LOCOMOTIVE WHEELS - NIGHT.			26.

The pounding wheels suddenly lock, and come to a jolting stop.


27.	INT.  PULLMAN CAR - NIGHT.				27.

The abrupt stop sends everybody in Upper 7 tumbling out 
into the aisle.


28.	INT.  WOMENíS LOUNGE - NIGHT.				28.

	Sugar, thrown off balance, grabs on to Joe.

			SUGAR
			Whatís happened?

			JOE
			Search me.
			(quickly)
			I mean Iíll see.

He sticks his head out through the curtains.


29.	INT.  PULLMAN CAR - NIGHT.				29.

The girls heaped in the aisle are extricating themselves and 
scurrying back as fast as they can into their berths.  Jerry 
scrambles up the ladder into Upper 7, pulls the curtains, 
just as the curtains of Lower 1 are flung open and Sue 
emerges.  She glances up the aisle, which is now empty and 
peaceful-looking.

			SUE
			(angrily)
			Whatís going on around here?
			(shouting)
			BIENSTOCK!

Bienstock staggers sleepily out of Lower 2.

			BIENSTOCK
			Are we in Florida?

At the entrance to the womenís lounge, Sugar has joined Joe 
and the two are peering through the curtains.  The door of 
the car opens, and the Conductor runs in angrily.  The two 
withdraw back into the lounge.

The Conductor joins Sue and Bienstock.

			CONDUCTOR
			All right.  Who pulled the emergency
			brake?  Who was it?

			BIENSTOCK
			(bellowing at the
			closed curtains)
			Come on, girls.  Who was it?

Through the curtains of Upper 7, Jerryís head appears 
timidly.

			JERRY
			I was it.

			SUE
			Whatís the big idea?

			JERRY
			Iím sorry. I was having a nightmare.
			(he hiccups)
			Something I ate.  Iím not at all well.
			(holds out cocktail shaker)
			See?  Hot water bottle.

			CONDUCTOR
			(disgusted)
			Musicians!  The last time we had some
			on the train, they started a wild, drunken
			brawl twelve of them in one berth!

Jerry clucks his tongue disapprovingly.  The Conductor jerks 
the emergency cord a couple of times, signaling the 
engineer to start the train again.


30.	EXT.  LOCOMOTIVE WHEELS - NIGHT.			30.

The stalled wheels start to turn over and pick up speed.

	DISSOLVE:


31.	OMITTED							31.


32.	INT.  PULLMAN CAR - NIGHT.				32.

The train is moving.  Joe appears from the womenís lounge, 
signals to Sugar, who is behind him.

			JOE
			Okay, Sugar all clear.  You better 
			go back to bed.

			SUGAR
			I might as well stay in there.  
			I wonít be able to sleep anyway.

			JOE
			Why not?

			SUGAR
			Bienstock.  He snores to beat the band.
			We cut cards to see who sleeps over him,
			and I always lose.  Wouldnít you know?

			JOE
			Want to switch berths with me?

			SUGAR
			Would you mind terribly?

			JOE
			Not at all.

He leads her to Lower 7.  The curtains of Upper 7 are 
closed.

			JOE
			I can fall asleep anywhere, any time,
			over anybody.

He takes his suitcase out, stashes it under the berth.

			SUGAR
			Thanks, honey.

			JOE
			(starting away)
			Good night, Sugar.

In Upper 7, Jerry is lying on his back with his eyes wide 
open, listening intently.  From OFF comes

			SUGARíS VOICE
			Good night, Josephine.

Jerry props himself up on one elbow, a smug grin of 
anticipation on his face.

Sugar gets into Lower 7, closing the curtains.  Joe proceeds 
down the aisle, mounts the ladder to Upper 2.

In Upper 2, Joe closes the curtains, settles down to sleep.  In 
the berth below, Bienstock is snoring away.  Unable to take 
it, Joe clamps the spare pillow over his head.

In Upper 7, Jerry takes a long swig out of the hot water 
bottle to get his courage up.  Then he parts the curtains 
cautiously, drops to the aisle.  He leans toward the closed 
curtains of Lower 7.

			JERRY
			(very softly)
			Joe are you asleep, Joe?

In Lower 7, Sugar, her eyes closed, is drifting off to sleep.

Jerry, satisfied that Joe is asleep, pussyfoots down the aisle 
to Berth 2.  He listens for a second to Bienstock snoring, 
climbs up the ladder to Upper 2.

In Upper 2, Joe lies facing the window.  The curtains part 
gingerly, and Jerry sticks his head in.

			JERRY
			(a honeyed whisper)
			Sugar Sugar baby

Joe opens his eyes wide, and is about to turn around, but 
Jerry puts a restraining hand on his shoulder.

			JERRY
			(continuing)
			Sssh.  Donít move.  Itís me Daphne.
			We donít want to wake up Bienstock.

He slips into the berth, and the curtains close behind him.  
Itís pretty dark now.  Jerry stretches out on top of the 
covers, addresses the back of Joeís head.  Joe, a grim 
expression on his face, is waiting to see how far Jerry will 
go.

			JERRY
			(continuing;
			the big moment)
			You know what I promised you before
			that surprise well, I better break it
			to you gently.  In the first place, Iím not
			a natural blonde as a matter of face,
			there are all sorts of things about me
			that are not natural you see, my friend
			and I the reason weíre on the train 
			with you girls well, you know those
			holes in the bull-fiddle that wasnít
			mice what Iím trying to say is my 
			name isnít really Daphne itís Geraldine
			I mean, Jerry and you know why
			itís Jerry? because Iím a boy!

He sweeps his blonde wig off.  Joe, whoís had enough, 
makes a move to sit up, but Jerry pushes him back gently.

			JERRY
			(continuing)
			Donít scream, please.  Donít spoil it
			itís too beautiful.  just think of it,
			you and I same berth, opposite sexes
			male and female he and she
			the moth and the flame
			(takes Joeís hand,
			puts it on his heart)
			Feel my heart like a crazy drum.
			(starts kissing Joeís hand)
			Iím mad for you, Sugar.
			(breathing heavily)
			What are we going to do about it?

Joe has had it.  Wheeling around, he grabs Jerry by the 
front of his nightgown, starts to shake him like a terrier 
shaking a rat.

			JERRY
			(continuing; nonplussed)
			Sugar, what are you doing?
			Donít get sore, baby

Beginning to realize something may be wrong, Jerry 
reaches up and switches on the light.  There is something 
wrong.

			JOE
			(holding Jerry with one
			hand, cocking the other)
			Male and female the moth and the 
			flame I ought to slug you!

			JERRY
			(slapping wig back
			on his head)
			You wouldnít hit a girl, would you?

	FADE OUT:

	FADE IN:


33.	EXT.  SEMINOLE-RITZ HOTEL - DAY.			33.

The sprawling gingerbread structure basks in the warm 
Florida sun, fanned by towering palm trees, and lulled by 
waves breaking lazily on the exclusive beach frontage.

Wintertime and the liviní is easy, fish are jumpiní and the 
market is high.

The hotel bus chugs up the curved driveway toward the 
main entrance, hauling the Society Syncopators fromt he 
station.  The rear of the bus is loaded with luggage and 
instruments.  From inside comes the SOUND of girlsí voices, 
singing DOWN AMONG THE SHELTERING PALMS.

On the hotel veranda, creaking in their rocking chairs, are 
a dozen elderly gentlemen.  They are all in resort clothes 
white flannels, striped flannels, knickers, Panama hats, 
white linen caps and they are all reading the Wall Street 
Journal.  Their combined age must be about a thousand 
years, and their combined bank balance just about as many 
millions.  As they hear the bus drawing up, they stop 
rocking, and slowly lower their Wall Street Journals.  They 
are all wearing sunglasses, and leaning forward, they peer 
through them at the new arrivals.

In the driveway, the girls are climbing out of the bus, 
luggage and instruments are being unloaded.  Jerry helps 
Sugar down, while Joe gets their instruments out of the pile.  
He hands the bull-fiddle case to Jerry, the ukulele case to 
Sugar.

			JERRY
			(taking the ukulele
			from Sugar)
			Iíll carry the instruments.

			SUGAR
			Thank you, Daphne.

			JOE
			(handing Jerry the
			saxophone case)
			Thank you, Daphne.
			(to Sugar)
			Isnít she a sweetheart?

He leads her toward the entrance.  Jerry, loaded down with 
bass fiddle, ukulele and sax, glares after them angrily, 
then follows them, balancing precariously on his high heels.

On the veranda, the twelve rich dodos remove their 
sunglasses to get a better look at the girls.  The one nearest 
to the steps is OSGOOD FIELDING III.

He is a bit younger than the others, but that still puts him 
in his late fifties.  He wears white plus-fours, argyle socks, 
two-toned shoes, and a gleam in his eye.  He tips his 
Panama hat rakishly as the girl musicians mount the steps.

Joe and Sugar come up the steps.  Joe nudges her, directing 
her attention to the old crooks.

			JOE
			Well, there they are more millionaires
			than you can shake a stick at.

			SUGAR
			Iíll bet there isnít one of them
			under seventy-five.

			JOE
			Seventy-five.  Thatís three-quarters
			of a century.  Makes a girl think.

			UGAR
			Yeah, I hope they brought their
			grandsons along.

As they pass Osgood Fielding III and start into the lobby, he 
tips his Panama jauntily.  Then he turns to inspect the next 
girl.

The next girl is Jerry, struggling up the steps, loaded with 
bass fiddle, saxophone and ukulele.  He trips on the top 
steps, loses one of his shoes.  Osgood jumps up gallantly.

			OSGOOD
			Just a moment, miss
			(picks up shoe)
			May I?

			JERRY
			(extending his foot
			regally)
			Help yourself.

			OSGOOD
			(slipping shoe on)
			I am Osgood Fielding the Third.

			JERRY
			I am Cinderella the Second.

He starts to pull away, but Osgood holds on to his ankle.

			OSGOOD
			If there is one thing I admire, itís a girl
			with a shapely ankle.

			JERRY
			Me too.  Bye now.

			OSGOOD
			Let me carry one of the instruments.

			JERRY
			Thank you.
			(loading him up with
			all the instruments)
			Arenít you a sweetheart?

He starts into the lobby, Osgood struggling after him with 
the instruments.


34.	INT.  LOBBY OF THE SEMINOLE-RITZ - DAY.		34.

The lobby is very resort-y potted palms, overhead fans, 
and a heavy undergrowth of wicker furniture.  Osgood, 
balancing the instruments, follows Jerry in.

			OSGOOD
			It certainly is delightful to have
			some young blood around here.

			JERRY
			Personally, Iím Type O.

			OSGOOD
			You know, Iíve always been
			fascinated by show business.

			JERRY
			You donít say.

			OSGOOD
			Yes, indeed.  Itís cost my family quite
			a bit of money.

			JERRY
			You invest in shows?

			OSGOOD
			No itís showgirls.  Iíve been
			married seven or eight times.

			JERRY
			Youíre not sure?

			OSGOOD
			Mama is keeping score.  Frankly, sheís
			getting rather annoyed with me

			JERRY
			Iím not surprised.

			OSGOOD
			So this year, when George Whiteís
			Scandals opened, she packed me off to
			Florida.  Right now she thinks Iím
			out there on my yacht deep-sea fishing.

			JERRY
			Well, pull in your reel, Mr. Fielding.
			Youíre barking up the wrong fish.

They come up to the elevator.  The doors are just closing on 
a load of girl musicians going up.

			OSGOOD
			If I promise not to be a naughty boy
			how about dinner tonight?

			JERRY
			Sorry.  Iíll be on the bandstand.

			OSGOOD
			Oh, of course.  which of these instruments
			do you play?

			JERRY	
			Bull fiddle.

			OSGOOD
			Fascinating.  Do you use a bow or
			do you just pluck it?

			JERRY
			Most of the time I slap it.

			OSGOOD
			You must be quite a girl.

			JERRY
			Wanna bet?

			OSGOOD
			My last wife was an acrobatic dancer
			you know, sort of a contortionist
			she could smoke a cigarette while
			holding it between her toes Zowie!
			but Mama broke it up.

			JERRY
			Why?

			OSGOOD
			She doesnít approve of girls who smoke.

The elevator has come down again, and the doors open.

			JERRY
			(reaching for the
			instruments)
			Goodbye, Mr. Fielding.

			OSGOOD
			Goodbye?

			JERRY
			This is where I get off.

			OSGOOD
			(the naughty boy)
			Oh, you donít get off that easy.

He eases her into the elevator, follows with the instruments.

			OSGOOD
			(continuing; to
			elevator operator)
			All right, driver.  Once around the park.
			Slowly.  And keep your eyes on the road.

The door closes.  CAMERA PANS UP to the floor indicator.  
The arrow moves smoothly past the second floor, then stops 
abruptly, jiggles violently, starts down again.  CAMERA 
PANS DOWN.  the elevator door opens.

			JERRY
			(outraged womanhood)
			What kind of girl do you think I am,
			Mr. Fielding?

He slaps Osgoodís face, takes the instruments from him.

			OSGOOD
			Please.  It wonít happen again.

			JERRY
			No, thank you.  Iíll walk.

He stalks out of the elevator with the instruments, starts 
indignantly up the stairs.  Osgood stands holding his cheek, 
looking after him enraptured.

			OSGOOD
			Zowie!


35.	INT.  FOURTH FLOOR CORRIDOR - DAY.			35.

This is the floor on which the girls are billeted.  Sugar, Joe 
and the other Society Syncopators are gathered around 
Bienstock and Sue, while bellhops are bringing up the 
luggage.

			BIENSTOCK
			(holding up a list)
			All right, girls here are your
			room assignments.
			(tapping his pockets)
			My glasses where are my glasses?

As he continues to search, Sue takes the list from him, 
starts to read it off.

			SUE
			Olga and Mary Lou in 412 and Mary Lou,
			keep your kimono buttoned when you ring
			for room service Josephine and Daphne
			in 413 Dolores and Sugar in 414

			DOLORES
			Me and Sugar?

			SUE
			What did you expect a one-legged jockey?

Joe and Sugar are moving on toward their rooms.

			SUGAR
			I wish theyíd put us in the same room.

			JOE
			So do I.  But donít worry weíll be
			seeing a lot of each other.

They reach the door of 414, and Sugar opens it.

			SUGAR
			(ruefully)
			414 thatís the same room number
			I had in Cincinnati my last time
			around with a male band.
			What a heel he was.

			JOE
			Saxophone player?

			SUGAR
			What else?  And was I ever crazy about him.
			Two in the morning, he sent me down for
			knackwurst and potato salad they were
			out of potato salad, so I brought coleslaw
			so he threw it right in my face.

			JOE
			Forget it, Sugar, will you?  Forget about
			saxophone players.  Youíre going to meet
			a millionaire a young one.

			SUGAR
			What makes you so sure?

			JOE
			Just my feminine intuition.

She smiles gratefully at him as she enters 414.  Joe crosses 
to the open door of 413, goes in.


36.	INT.  ROOM 413 - DAY.						36.

Itís a small room, twin-beds, more wicker, adjoining 
bathroom.  Outside the French windows is a balcony, giving 
on the ocean.

As Joe comes in, a BELLHOP is just setting down some 
suitcases two of them are Joeís and Jerryís, the third is a 
somewhat more elegant model in brown cloth with a white 
stripe down the middle and the initials B.B.  The Bellhop, a 
fresh punk of seventeen, turns to Joe.

			BELLHOP
			Are these your bags?

			JOE
			Yes.  And that one, too.

			BELLHOP
			Okay, doll.

			JOE
			I suppose you want a tip?

				BELLHOP
			Forget it, doll.  After all, you work here
			I work here and believe you me, itís
			nice to have you with the organization.

			JOE
			Bye.

			BELLHOP
			(the young Clark Gable)
			Listen, doll what time do you
			get off tonight?

			JOE
			Why?

			BELLHOP
			Because Iím working the night shift and
			I got a bottle of gin stashed away and
			as soon as thereís a lull

			JOE
			Arenít you a little too young for that, sonny?

			BELLHOP
			Wanna see my driverís license?

			JOE
			Get lost, will you?

			BELLHOP
			Thatís the way I like Ďem big and sassy.
			(at the door)
			And get rid of your roommate.

He pulls out his bow tie, which is on an elastic, lets in snap 
back like an exclamation point.  Joe looks after him grimly, 
then his eyes fall on the suitcase with the stripe, and he 
shoves it quickly under the bed.  The door opens again, and 
Joe whirls around.  Jerry comes staggering in breathlessly 
with the instruments, kicks the door shut with his foot.

			JERRY
			Why, that dirty old man!

He throws the instruments disgustedly on one of the beds.

			JOE
			What happened?

			JERRY
			I got pinched in the elevator.

			JOE
			Well, now you know how the other half lives.

			JERRY
			(looking in
			the mirror)
			And Iím not even pretty.

			JOE
			They donít care just as long as you
			wear skirts.  Itís like waving a red flat
			in front of a bull.

			JERRY
			Iím tired of being a flag.  I want to be a
			bull again.  Lets get out of here, Joe.
			Letís blow.

			JOE
			Blow where?

			JERRY
			You promised the minute we hit Florida,
			we were going to beat it.

			JOE
			How can we?  Weíre broke.

			JERRY
			We can get a job with another band.
			A male band.

			JOE
			Listen, stupid right now Spats Colombo
			and his chums are looking for us in every
			male band in the country.

			JERRY
			But this is so humiliating.

			JOE
			So you got pinched in the elevator. 
			So what?  Would you rather be 
			picking lead out of your navel?

			JERRY
			All right, all right!
			(rips off his hat and wig,
			tosses them on the bed)
			But how long can we keep this up?
			JOE
			Whatís the beef?  Weíre sitting pretty.
			We get room and board we get paid
			every week thereís the palm trees 
			and the flying fish

			JERRY
			What are you giving me with the flying fish?
			I know why you want to stick around
			youíre after Sugar.

			JOE
			(holier-than-thou)
			Me?  After Sugar?

			JERRY
			I watched you two on the bus lovey-dovey
			whispering and giggling and borrowing
			each otherís lipstick

			JOE
			What are you talking about?  Sugar and 
			me, weíre just like sisters.

			JERRY
			Yeah?  Well, Iím your fairy godmother
			and Iím keeping an eye on you.

There is a KNOCK on the door.

			BIENSTOCKíS VOICE
			Are you decent?

Joe pulls Jerryís wig out of the hat, jams it down his head.

			JOE
			Come in.

Bienstock comes in.

			BIENSTOCK
			You girls have seen a brown bag with a
			white stripe and my initials?

			JERRY
			A what?

			BIENSTOCK
			My suitcase with all my resort clothes.

			JOE
			(glancing down)
			No, we havenít.

			BIENSTOCK
			Canít understand it.  First my glasses
			disappear then one of my suitcases
	
Sugar appears in the doorway behind him.

			SUGAR
			Whereís my ukulele?

			BIENSTOCK
			ó now a ukulele?  There must be a
			sneak thief around here.

He goes out, shaking his head in puzzlement.

			JERRY
			(handing her
			the ukulele)
			Here you are, Sugar.

			SUGAR
			A bunch of us girls are going for a swim.
			Want to come along?

			JERRY
			You betcha.

			JOE
			Wait a minute, Daphne.  You havenít got
			a bathing suit.

			SUGAR
			She doesnít need one.  I donít have one either.

			JERRY
			(to Joe)
			See?  She doesnít have one either
			(to Sugar)
			You donít?

			SUGAR
			Weíll rent some at the bathhouse.
			How about you, Josephine?

			JOE
			No, thanks.  Iíd rather stay in and 
			soak in a hot tub.

He steps into the bathroom, turns on the faucet.

			JERRY
			Yeah let her soak.  Come on.

			JOE
			Donít get burned, Daphne.

			SUGAR
			Oh, I have some suntan lotion.

			JERRY
			Sheíll rub it on me and Iíll rub it on her
			and weíll rub it on each other bye.

He ushers Sugar out in high spirits.  Joe looks after them, 
then quickly locks the hall door, and stepping into the 
bathroom, turns off the water.  He hurries over to the bed, 
slides out Bienstockís suitcase, opens it.  Itís crammed full 
of resort clothes and Joe takes out a blazer, flannel pants, 
and a yachting cap, which he perches on his head.  Then he 
lifts his skirt above his knee, pulls out Bienstockís glasses 
from under his garter.  He puts them on, peers around 
myopically.  His enlarged eyes are grotesque but then 
again, so is his scheme.

	DISSOLVE TO:


37.	EXT.  BEACH - DAY.					37.

To the accompaniment of BY THE BEAUTIFUL SEA, several 
girls from the band, in bathing suits and caps, are running 
into the surf.  The other girls are already in the water, 
splashing around and frolicking like a school of playful 
porpoises.  There is no sign of Jerry.  Sugar, standing up to 
her waist in water, suddenly lets out a startled SQUEAL, 
slaps the surface of the water behind her.

			SUGAR
			Daphne!  Cut that out!

Jerry comes diving up, spouting water like a dolphin.  He is 
wearing a girlsí knitted bathing suit with a short skirt, and 
a rubber cap.

			SUGAR
			(continuing)
			What do you think youíre doing?

			JERRY
			Just a little trick I picked up in the elevator.

A good-sized wave comes rolling in.  

			JERRY
			(continuing)
			Oooh. Here comes a big one.

He grabs Sugar, holding on to her tightly.  The wave breaks 
over them, sweeps them off their feet.

Strolling casually along the beach is Joe.  He is wearing 
Bienstockís blazer (crest and eight gold buttons), flannel 
slacks (bell-bottom), a silk scarf, a yachting cap, and the 
glasses (which blur his vision considerably).  In his hand he 
carries a rolled-up copy of the Wall Street Journal.  He looks 
off toward the ocean.

The girls are scampering out of the water, and some of 
them start to toss a beach ball around.  Sugar and Jerry 
come running up to the beach hand in hand.  They take 
their caps off, and Sugar puts on a short terry-cloth jacket.  
Jerry jumps around on one foot, his head tilted, shaking the 
water out of his ear, then starts to rub himself off with a 
towel.

			SUGAR
			(studying him)
			You know, Daphne I had no idea
			you were such a big girl.

			JERRY
			You should have seen me before
			I went on a diet.

			SUGAR
			I mean, your shoulders and your arms

			JERRY
			Thatís from carrying around the bull fiddle.

			SUGAR
			But thereís one thing I envy you for.

			JERRY
			Whatís that?

			SUGAR
			Youíre so flat-chested.  Clothes hang
			so much better on you than they do on me.

			DOLORESí VOICE
			(from off)
			Look out, Daphne!

The beach ball comes sailing INTO SHOT, and Jerry catches it.

			JERRY
			Come on, Sugar letís play.

He takes Sugarís hand, skips off with her to join the other 
girls.

Joe, meanwhile, has come up to a basket chair nearby. 
Sitting in front of it, sorting sea shells out for a small pail, 
is a BOY of five.  A few feet away stands his MOTHER, 
calling to him.

			MOTHER
			Letís go, Junior.  Time for your nap.

			JUNIOR
			Nah.  I wanna play.

			JOE
			(out of the corner
			of his mouth)
			You heard your mudder, Junior.  Scram.

They boy looks up at him, fearfully.

			JOE
			(continuing)
			This beach ainít big enough for both of us.

The boy scrambles to his feet, and screaming ďMommy,Ē 
runs off, leaving the pailful of shells behind.  Joe settles 
himself in the chair, peers over his shoulder toward the 
girls playing ball.

The girls, Sugar and Jerry among them, are standing in a 
wide circle, tossing the beach ball around and chanting 
rhythmically:  ďI love coffee, I love tea, how many boys are 
stuck on me?  One, two, three, four, five ď

There is a wild throw over Sugarís head, in the direction of 
Joeís chair.  Sugar turns and runs after the ball to retrieve 
it.

This is exactly what Joe has been waiting for.  As the ball 
comes rolling past, he unfolds the Wall Street Journal, 
pretends to be reading it.  Just as Sugar runs by, Joe 
extends his foot a couple of inches enough to trip her and 
send her sprawling to the sand.

			JOE
			(lowering paper;
			Cary Grant by now)
			Oh, Iím terribly sorry.

			SUGAR
			My fault.

			JOE
			(helping her up)
			Youíre not hurt, are you?

			SUGAR
			I donít think so.

			JOE
			I wish youíd make sure.

			SUGAR
			Why?

			JOE
			Because usually, when people find out 
			who I am, they get themselves a wheel chair
			and a shyster lawyer, and sue me for a
			quarter of a million dollars.

			SUGAR
			Well, donít worry.  I wonít sue you
			no matter who you are.

			JOE
			(returning to chair)
			Thank you.

			SUGAR
			Who are you?

			JOE
			Now, really

Jerry and the other girls are looking off toward Sugar, 
waiting for the ball.

			JERRY
			Hey, Sugar come on.

Sugar picks up the ball.

			JOE
			(blase)
			So long.

He buries himself behind the Wall Street Journal again.  
Sugar hesitates for a second, then throws the ball back to 
the girls.  She steps closer to Joe, peers around the paper, 
studying him.

			SUGAR
			Havenít I seen you somewhere before?

			JOE
			(without looking up)
			Not very likely.

			SUGAR
			Are you staying at the hotel?

			JOE
			Not at all.

			SUGAR
			Your face is familiar.

			JOE
			Possible you saw it in a newspaper
			or magazine Vanity Fair

			SUGAR
			That must be it.

			JOE
			(waving her aside)
			Would you mind moving just a little?
			Youíre blocking my view.

			SUGAR
			Your view of what?

			JOE
			They run up a red-and-white flag on the
			yacht when itís time for cocktails.

			SUGAR
			(snapping at the bait)
			You have a yacht?

She turns and looks seaward at a half-a-dozen yachts of 
different sizes bobbing in the distance.

			SUGAR
			(continuing)
			Which one is yours the big one?

			JOE
			Certainly not.  with all that unrest in the
			world, I donít think anybody should have
			a yacht that sleeps more than twelve.

			SUGAR
			I quite agree.  Tell me, who runs up that
			flat your wife?

			JOE
			No, my flag steward.

			SUGAR
			And who mixes the cocktails your wife?

			JOE
			No, my cocktail steward.  Look, if youíre
			interested in whether Iím married or not

			SUGAR
			Iím not interested at all.

			JOE
			Well, Iím not.

			SUGAR
			Thatís very interesting.

Joe resumes reading the paper.  Sugar sits on the sand 
beside his chair.

			SUGAR
			(continuing)
			Howís the stock market?

			JOE
			(lackadaisically)
			Up, up, up.

			SUGAR
			Iíll bet just while we were talking, you
			made like a hundred thousand dollars.

			JOE
			Could be.  Do you play the market?

			SUGAR
			No the ukulele.  And I sing.

			JOE
			For your own amusement?

			SUGAR
			Well a group of us are appearing at the
			hotel. Sweet Sue and Her Society Syncopators.

			JOE
			Youíre society girls?

			SUGAR
			Oh, yes.  Quite.  You know Vassar, Bryn
			Mawr weíre only doing this for a lark.

			JOE
			Syncopators does that mean you play
			that fast music jazz?

			SUGAR
			Yeah.  Real hot.

			JOE
			Oh.  Well, I guess some like it hot.  But
			personally, I prefer classical music.

			SUGAR
			So do I.  as a matter of fact, I spent
			three years at the Sheboygan
			Conservatory of Music.

			JOE
			Good school!  And your family doesnít
			object to your career?

			SUGAR
			They do indeed.  Daddy threatened to
			cut me off without a cent, but I donít care.
			It was such a bore coming-out parties,
			cotillions

			JOE
			Inauguration balls

			SUGAR
			opening of the Opera

			JOE
			riding to hounds

			SUGAR
			and always the same Four Hundred.

			JOE
			You know, itís amazing we never ran into
			each other before.  Iím sure I would have
			remembered anybody as attractive as you.

			SUGAR
			Youíre very kind.  Iíll bet youíre also very
			gentle and helpless

			JOE
			I beg your pardon?

			SUGAR
			You see, I have this theory about men 
			with glasses.

			JOE
			What theory?

			SUGAR
			Maybe Iíll tell you when I know you
			a little better.  What are you doing tonight?

			JOE
			Tonight?

			SUGAR
			I thought you might like to come to the
			hotel and hear us play.

			JOE
			Iíd like to but it may be rather difficult.

			SUGAR
			Why?

			JOE
			(his eyes on the pail
			with the shells)
			I only come ashore twice a day
			when the tide goes out.

			SUGAR
			Oh?

			JOE
			Itís on the account of the shells.
			Thatís my hobby.

			SUGAR
			You collect shells?

			JOE
			(taking a handful of
			shells from the pail)
			Yes.  So did my father and my 
			grandfather weíve all had this passion 
			for shells thatís why we named the 
			oil company after it.

			SUGAR
			(wide-eyed)
			Shell Oil?

			JOE
			Please no names.  Just call me Junior.

By this time, the ball game is breaking up, and Jerry 
approaches Sugar and Joe.

			JERRY
			Come on, Sugar time to change for dinner.

			SUGAR
			Run along, Daphne Iíll catch up with you.

			JERRY
			(a casual glance
			at Joe)
			Okay.

He takes a couple of steps away from them, freezes, comes 
back and stares at Joe open-mouthed.

			JOE
			What is it, young lady?  What are you
			staring at?

			JERRY
			(points; speechless)
			You you

			JOE
			(to Sugar)
			This happens to me all the time in public.

			SUGAR
			(to Jerry)
			I recognized him too his picture was
			in Vanity Fair.

			JERRY
			Vanity Fair?

			JOE
			(waving him aside)
			Would you mind moving along, please?

			SUGAR
			Yes, youíre in the way.  Heís waiting for 
			a signal from his yacht.

			JERRY
			His yacht?

			SUGAR
			It sleeps twelve.
			(to Joe)
			This is my friend Daphne. Sheís a Vassar girl.

			JERRY
			Iím a what?

			SUGAR
			Or was it Bryn Mawr?

			JOE
			(to Jerry)
			I heard a very sad story about a girl who
			went to Bryn Mawr.  She squealed on her
			roommate, and they found her strangled
			with her own brassiere.

			JERRY
			(grimly)
			Yes you have to be very careful
			about picking a roommate.

			SUGAR
			Well, I guess Iíd better go

			JOE
			Itís been delightful meeting you both.

			SUGAR
			And you will come to hear us tonight?

			JOE
			If itís at all possible

			JERRY
			Oh, please do come.  Donít disappoint us.
			Itíll be such fun.  And bring your yacht.

			SUGAR
			Come on, Daphne.

She leads Jerry away.  Joe throws them a casual salute.

As Jerry and Sugar move off, Jerry looks over his shoulder.

			JERRY
			Well, Iíll be !   How about that guy?

			SUGAR
			Now look, Daphne hands off
			I saw him first.

			JERRY
			Sugar, dear let me give you some advice.
			If I were a girl and I am Iíd watch my step.

			SUGAR
			If Iíd been watching my step, I never would
			have met him.  Wait till I tell Josephine.

			JERRY
			Yeah Josephine.

			SUGAR
			Will she be surprised. I just canít wait
			to see her face

			JERRY
			Neither can I.  Come on lets go up
			to her room and tell her right now.

He grabs her hand, starts to run toward the hotel.

			SUGAR
			We donít have to run.

			JERRY
			Oh yes, we do!

	DISSOLVE TO:


38.	INT.  FOURTH FLOOR CORRIDOR - DAY.			38.

Jerry, holding Sugar by the hand, comes running down the 
corridor from the elevator.  He flings open the door of 413, 
pulls Sugar inside.


39.	INT.  ROOM 413 - DAY.					39.

Jerry and Sugar stop breathlessly, look around.  The room 
is empty.

			JERRY
			Josephine

			SUGAR
			I guess sheís not in here.

			JERRY
			Thatís funny.  Josie
			(sees Josephineís dress on
			a hanger; smugly)
			I canít imagine where she can be.

			SUGAR
			Well, Iíll come back later.

			JERRY
			No, no, Sugar wait.  I have a feeling
			sheís going to show up any minute.

			SUGAR
			(sitting down)
			Believe it or not Josephine predicted
			the whole thing.

			JERRY
			Yeah.  This is one for Ripley.

			SUGAR
			Do you suppose she went out shopping?

			JERRY
			Thatís it.  Something tells me sheís
			going to walk through that door
			in a whole new outfit.

He opens the door, peers out into the corridor expecting Joe 
to show up in the yachting outfit.  At the same time, 
through the partly open door of the bathroom, comes 
Josephineís VOICE, singing ďRUNNING WILD.Ē

Jerry does a double-take.  Sugar starts toward the 
bathroom door and opens it.  Jerry follows her, 
incredulously.

In the bathroom, Joe with his wig on, is lying languidly in 
the tub taking a bubble-bath, up to his neck in white foam.

			SUGAR
			Josephine.

			JOE
			Oh, I didnít hear you come in.

Jerry looks back toward the windows, trying to figure out 
how Joe got in.

			SUGAR
			The most wonderful thing happened

			JOE
			What?

			SUGAR
			Guess!

			JOE
			They repealed Prohibition?

			JERRY
			Oh, come on you can do better than that.

			SUGAR
			I met one of them.

			JOE
			One of whom?

			SUGAR
			Shell Oil, Junior.  Heís got millions
			heís got glasses and heís got a yacht.

			JOE
			(beaming)
			You donít say!

			JERRY
			Heís not only got a yacht, heís got a bicycle.

			JOE
			(warningly)
			Daphne
			(to Sugar)
			Go on tell me all about him.

			SUGAR
			Well, heís young and handsome and a
			bachelor and heís a real gentleman
			not one of these grabbers.

			JOE
			Maybe youíd better go after him
			if you donít want to lose him.

			SUGAR
			Oh, Iím not going to let this one get away.
			Heís so cute collects shells.

			JOE
			Shells?  Whatever for?

			JERRY
			You know the old shell game.

			JOE
			Daphne, youíre bothering us.

			SUGAR
			Anyway, youíre going to meet him tonight.

			JOE
			I am?

			SUGAR
			Because he said heís coming to hear us
			play maybe.

			JERRY
			What do you mean, maybe?  I saw the way
			he looked at you.  Heíll be there for sure.

			SUGAR
			I hope so.

			JERRY
			What do you think, Josephine?  What does
			it say in your crystal ball?

Joe glares at him.  Meanwhile, Dolores has come into the 
room in her wet bathing suit and carrying a dripping 
rubber horse.  She sticks her head into the bathroom.

			DOLORES
			Hey, Sugar, you got the key?  Iím locked
			out and Iím making a puddle in the hall.

			SUGAR
			(to Joe and Jerry)
			See you on the bandstand, girls.

She follows Dolores out, closing the door.  Joe and Jerry are 
alone now.  The atmosphere is tense.  They look at each 
other steely-eyed.

			JOE
			(finally)
			Wise guy, huh?  Trying to louse me up

			JERRY
			And what are you trying to do to
			poor Sugar?  Putting on that millionaire
			act and that phony accent
			(a la Cary Grant)
			Nobody talks like that!  Iíve seen you
			pull some low tricks on dames but this
			is the trickiest and the lowest and the
			meanest

His words trail off as he sees Joe rise slowly out of the tub.  
The mystery of his quick change is now solved he didnít 
change at all.  He is fully dressed in Bienstockís outfit, and 
is clutching the yachting cap.  As he emerges from the 
bathtub, covered with suds, he looks like some diabolique 
monster.  He advances on Jerry menacingly.

			JERRY
			(continuing)
			Iím not scared of you
			(retreating)
			I may be small, but Iím wiry
			(retreating some more)
			When Iím aroused, Iím a tiger!

By this time he is up against the wall.  Joe is closing in on 
him.

			JERRY
			(continuing conciliatory)
			Donít look at me like that, Joe I didnít
			mean any harm it was just a little joke
			donít worry Iíll press the suit myself.

The phone RINGS.

			JERRY
			(continuing)
			Telephone

Joe closes in relentlessly.

			JERRY
			(continuing)
			You better answer the phone

Joe slams the sopping cap on Jerryís head.  As Jerry coughs 
and splutters, Joe picks up the RINGING phone.

			JOE
			Hello
			(remembering he is a
			girl, pitches voice higher)
			Hello yes, this is 413 ship-to-shore?
			all right, Iíll take it.


40.	EXT.  FANTAIL OF THE YACHT CALEDONIA - DAY.	40.

It is a chic vessel indeed and so is Osgood Fielding the 
Third, lounging in a deck chair, speaking into a radio-
telephone.

			OSGOOD
			(that gleam in his eye)
			Hello, Daphne?  Itís that naughty boy
			again you know, Osgood in the
			elevator you slapped my face?
			Who is this?


41.	INT.  ROOM 413 - DAY.						41.

Joe is on the phone.  Through the open door of the 
bathroom we see Jerry wiping his face.

			JOE
			This is her roommate.  Daphne canít
			talk right now.  Is it anything urgent?


42.	OSGOOD ON PHONE.						42.

			OSGOOD
			Well, it is to me.  Will you give her a
			message?  Iíd like her to have a little
			supper with me on my yacht after
			the show tonight.


43.	JOE ON PHONE.							43.

			JOE
			Got it.  Supper yacht after the 
			show Iíll tell her.
			(reacting)
			Your yacht?

 
44.	OSGOOD - ON PHONE.						44.

			OSGOOD
			The New Caledonia.  Thatís the name
			of it.  The Old Caledonia went down during
			a wild party off Cape Hatteras.  But tell
			her not to worry this is going to be a
			quiet little midnight snack just the two of us.


45.	JOE - ON PHONE.							45.

			JOE
			Just the two of you?  What about the crew?


46.	OSGOOD - ON PHONE.						46.

			OSGOOD
			Oh, thatís all taken care of.  Iím giving 
			them shore leave.  Weíll have a little cold
			pheasant and champagne and I
			checked with the Coast Guard thereíll be
			a full moon tonight oh, and tell her I got
			a new batch of Rudy Vallee records


47.	INT.  ROOM 413 - DAY.						47.

			JOE
			(into phone)
			Thatís good thinking.  Daphneís a
			push-over for him.

Jerry comes up, still holding the towel.

			JERRY
			Iím a push-over for whom?  What is it?
			Whoís on the phone?

			JOE
			(shushing him;
			into phone)
			Yes, Mr. Fielding youíll pick her up after
			the show in your motorboat goodbye
			whatís that you said?  Oh zowie!
			Iíll give her the message.
			(he hangs up)

			JERRY
			What message?  What motorboat?

			JOE
			You got it made, kid.  Fielding wants you
			to have a little cold pheasant with him
			on his yacht

			JERRY
			Oh, he does!

			JOE
			Just the three of you on that great big
			boat you and him and Rudy Vallee.

			JERRY
			Fat chance!  You call him right back 
			and tell him Iím not going.

			JOE
			Of course, youíre not.  Iím going.

			JERRY
			Youíre going to be on the boat with that
			dirty old man?

			JOE
			No.  Iím going to be on that boat with Sugar.

			JERRY
			And whereís he going to be?

			JOE
			Heís going to be ashore with you.

			JERRY
			With ME?

			JOE
			Thatís right.

			JERRY
			Oh, no!  Not tonight, Josephine!

	DISSOLVE TO:


48.	INT.  HOTEL BALLROOM - NIGHT.				48.

Itís a good sized nightclub of the period, with about 200 
guests in formal dress evening gowns, white dinner 
jackets at the tables and on the dance floor.  A revolving 
globe, with a mirrored surface, throws patterns of light and 
shadow on the dancers.

On the bandstand, Sugar, backed by the rest of the 
orchestra, is singing.  The girls in the band, Joe and Jerry 
among them, wear uniform evening gowns and long 
earrings.  Sugar and Sue war distinctive gowns.  

Sugarís song is ďI WANT TO BE LOVED BY YOUĒ which she 
belts across in the style of the Twenties, complete with 
poop-poop-pa-doop trimmings.  As she sings, she scans the 
room for her bespectacled Prince Charming, but there is no 
sign of him naturally, since he is playing the saxophone 
behind her.

In back of Joe is Jerry, thumping the bass grimly.  He looks 
off, sees

Osgood Fielding the Third, in a white mess jacket, sitting 
alone at a table.  Catching Jerryís eye, he waves 
exuberantly, his face beaming with amorous anticipation.

On the bandstand, Jerry looks away haughtily.

			JOE
			(over his shoulder)
			Daphne your boy friend is waving at you.

			JERRY
			You can both go take a flying jump.

			JOE
			Remember heís your date for tonight.
			So smile.

Jerry smiles feebly.

			JOE
			(continuing)
			Come on, you can do better than that.
			Give him teeth the whole personality.

			JERRY
			(a frozen smile
			on his face)
			Why do I let you talk me into these things?
			Why?

			JOE
			Because weíre pals buddies 
			the two musketeers.

			JERRY
			Donít give me the musketeers!  Howím I
			going to keep the guy ashore?

			JOE
			Tell him you get seasick on a yacht.
			Play miniature golf with him.

			JERRY
			Oh, no.  Iím not getting caught in a 
			miniature sand trap with that guy.

The fresh young Bellhop we saw earlier comes up beside the 
bandstand, carrying a large wicker basket full of flowers.

			BELLHOP
			(to Joe)
			Which of you dolls is Daphne?

			JOE
			Bull fiddle.

The Bellhop hands the basket to Jerry, nods off toward 
Osgoodís table.

			BELLHOP
			Itís from Satchel Mouth at Table Seven.
			(he breaks off one
			flower, hands it to Joe)
			This is from me to you, doll.

			JOE
			Beat it, Buster.

			BELLHOP
			(confidentially)
			Never mind leaving your door open
			I got a passkey.

He winks and moves off.  Joe looks after him 
contemptuously, then turns to Jerry, picks up the basket of 
flowers.

			JERRY
			What are you doing with my flowers?

			JOE
			Iím just borrowing them.  Youíll get them
			back tomorrow.

He hands Jerry the single flower, then looks around, fishes 
a small envelope out of his decolletage, slips it into the 
basket.

Sugar finishes her number, returns to her seat next to Joe.  
Sue leads the orchestra into the signature music, SWEET 
SUE.

			SUGAR
			(to Joe)
			I guess heís not going to show up itís
			give minutes to one you suppose he forgot?

			JOE
			Well, you know how those millionaires are.
			(pointing at basket
			of flowers)
			These came for you.

			SUGAR
			For me?
			(she opens the note)
			Itís Shell Oil.

			JERRY
			(sarcastically)
			No!

			SUGAR
			Yes.  He wants me to have supper with
			him on his yacht heís going to
			pick me up at the pier.

			JERRY
			No!

			SUGAR
			Yes.

			JOE
			(to Jerry)
			You heard her yes.

			SUGAR
			(bubbling over)
			Oh, Josephine just imagine me,
			Sugar Kowalczyk, from Sandusky, Ohio,
			on a millionaireís yacht.  If my mother
			could only see me now

			JERRY
			(looking off 
			toward Osgood)
			I hope my mother never finds out.

At his table, Osgood, catching Jerryís look, blows kisses to him.

On the bandstand, Sue turns to the audience for her 
signature spiel.

			SUE
			Thatís it for tonight, folks.  This is Sweet
			Sue, saying good night, and reminding
			all you daddies out there every girl in
			my band is a virtuoso and I intend to
			keep it that way!

Behind her, Sugar picks up her ukulele and the basket of 
flowers, tiptoes off the stand.  Joe waves after her, wishing 
her luck.  Sugar hurries toward the staircase, passing 
Bienstock, who is planted near the reservation desk.  As Sue 
cuts off the music Joe frantically packs up his saxophone.  
Then he leaps off the bandstand, and dashing past the 
bewildered Bienstock, starts up the stairs two at a time.

	DISSOLVE TO:


49.	INT.  ROOM 413 - NIGHT.					49.

Joe barges in, drops the saxophone case, locks the door.  
Then he darts into the bathroom, wriggling out of his dress.  
CAMERA PANS OVER to the other door of the bathroom as 
the dress and shoes come flying out.  They are immediately 
followed by Joe, now partially dressed as a man.  He slips 
into Bienstockís coat, puts on the yachting cap.  Even to a 
captain he would be a captain now, except for one thing in 
his haste, he has neglected to take off his earrings.  He 
opens a window, steps out onto the balcony.


50.	EXT.  BALCONY OF ROOM 413 - NIGHT.			50.

Joe moves along the balcony, climbs over the railing, starts 
to shinny down a post.


51.	EXT.  SIDE ENTRANCE OF HOTEL - NIGHT.		51.

Sugar, a fur boa over the evening gown she wore on the 
bandstand, comes tripping down the steps, hurries eagerly 
toward the beach.


52.	EXT.  HOTEL GROUNDS - NIGHT.				52.

In the f.g., to one side of the main entrance, a dozen 
bicycles are parked in a rack.  Joe drops down into the 
scene, sees the bicycles, pulls one out, mounts it, and pedals 
off.

Standing under a tree in front of the hotel are Osgood and 
Jerry.  Jerry is in his evening gown and is holding a flower 
in his hand.

			OSGOOD
			But itís such a waste a full moon
			an empty yacht

			JERRY
			Iíll throw up!

			OSGOOD
			Well, then, why donít we go dancing?
			I know a little road-house, down the coast

Joe comes whizzing past them on his bicycle.  Jerry looks 
after him, open-mouthed.

			JERRY
			Well, Iíll be !  He does have a bicycle.

			OSGOOD
			Who?

			JERRY
			(catching himself)
			About that roadhouse

			OSGOOD
			They got a Cuban band thatís the berries.
			Why donít we go there blindfold the
			orchestra and tango till dawn?

			JERRY
			You know something, Mr. Fielding?
			Youíre dynamite!

			OSGOOD
			Youíre a pretty hot little firecracker yourself.

He links his arm through Jerryís, leads him down the path.

Sugar is now almost running toward the pier, a look of 
great expectation on her face.  This is the big night of her 
life.

Joe is pedaling desperately to get to the pier before her, 
oblivious of the earrings dangling incongruously from his 
ear lobes.


53.	EXT.  PIER - NIGHT.					53.

About a dozen motorboats are tied up to the pier.  Sugar 
hurries across the planking and up the stairs to the 
deserted pier, stops and looks around for her date.  Behind 
her, Joe comes skimming along the planking on his bicycle, 
swoops under the pier.

A disheartened Sugar thinks that she has been stood up.

Joe dismounts from the bike, ducks underneath the pier, 
and hops into the motorboat marked CALEDONIA.  
Straightening up, he waves to Sugar on the pier above him.

			JOE
			Ahoy there!
	
Sugar turns, her face lighting up.

			SUGAR
			Ahoy!

She hurries down the steps toward him.

Joe suddenly remembers his glasses.  He takes them out of 
his pocket, puts them on.  As he does so, he feels the 
earrings.  He pulls them off, shoves them in his pocket 
and heís not a second too soon, for Sugar has just about 
reached him.

			SUGAR
			(continuing)
			Been waiting long?

			JOE
			(Cary Grant again)
			Itís not how long you wait
			itís who youíre waiting for.

He helps her down into the motorboat.

			SUGAR
			Thank you.  And thank you for the flowers.

			JOE
			I wanted them to fly down some orchids
			from our greenhouse but all of
			Long Island is fogged in.

			SUGAR
			Itís the thought that counts.

She settles herself back on the cushioned seat.  Joe starts 
fiddling around with the mysterious knobs on the 
instrument panel.  He pushes, pulls, twists the knob finally 
the motor turns over, but does not catch.

			JOE
			I seem to be out of gas.

			SUGAR
			Itís sort of funny you being out of
			gas I mean, Shell Oil and everything

Joe, working the knobs desperately, does something right, 
and the motor starts with a ROAR.

			JOE
			Here we go.

He presses every lever he can find, manages to shift into 
gear.  The boat backs out erratically.  Joe shifts into 
neutral, but no matter how hard he tries to find the 
forward gear, he keeps winding up in reverse.

			JOE
			(apologetically)
			I just got this motorboat
			itís an experimental model.

			SUGAR
			Looks like theyíre on the wrong track.

			JOE
			Do you mind riding backwards?
			It may take a little longer

			SUGAR
			Itís not how long it takes
			itís whoís taking you.

The motorboat glides off backwards, and as though it were 
the most natural thing in the world, skims out toward the 
open water, where the yachts are anchored.

	DISSOLVE TO:


54.	EXT.  YACHT AT ANCHOR - NIGHT.				54.

The CALEDONIA is bobbing gently on a calm, moonlit sea.  
The motorboat with Joe and Sugar comes in stern-
backwards.  Joe, looking over his shoulder, maneuvers the 
motorboat to a stop under the landing ladder.  (Reams of 
romantic music under all of this).

	DISSOLVE TO:


55.	EXT.  DECK OF CALEDONIA - NIGHT.				55.

as Joe and Sugar aboard.  She gazes around, starry-eyed.

			SUGAR
			It looked so small from the beach
			but when youíre on it, itís more like a
			cruiser or a destroyer.

			JOE
			Just regulation size.  We have three like this.

			SUGAR
			Three?

			JOE
			Mother keeps hers in Southampton and
			Dad took his to Venezuela the company
			is laying a new pipe line.

			SUGAR
			My dad is more interested in railroads.
			Baltimore and Ohio.  Which is the port
			and which is the starboard?

			JOE
			(the old mariner)
			Well, that depends on whether youíre
			coming or going I mean, normally the
			aft is on the other side of the stern and
			thatís the bridge so you can get from
			one side of the boat to the other
			how about a glass of champagne?

			SUGAR
			Love it.  Which way?

			JOE
			Yes now letís see where do you
			suppose the steward set it up?

He looks around, confused by the unfamiliar geography, 
then tentatively opens the nearest door, revealing a flight 
of stairs leading below deck.

			SUGAR
			Oh, you have an upstairs and a downstairs.

			JOE
			Yes thatís our hurricane cellar.

He closes the door, opens another one itís a storage bin, 
containing mops, pails, coils of rope, etc.

			JOE
			(continuing)
			And another nice thing about this yacht
			lots of closet space.

Sugar, meanwhile, has stepped up to a lighted porthole, 
looks inside.

			SUGAR
			Oh in here.

			JOE
			Of course.  On Thursdays, they always
			serve me in the small salon.

He opens the door, ushers Sugar inside.


56.	INT.  SALON OF YACHT - NIGHT.				56.

Itís a very elegant layout mahogany paneling, shelves of 
trophies, a stuffed marlin on the wall, a luxurious couch 
with a table for two et up beside it.  On the table are lit 
candles, cold pheasant under glass, and champagne in a 
silver ice bucket.

Joe and Sugar come in, and as Joe takes his cap off, Sugar 
looks around, dazzled.

			SUGAR
			Itís exquisite like a floating mansion.

			JOE
			Itís all right for a bachelor.

			SUGAR
			(stopping by the
			stuffed marlin)
			What a beautiful fish.

			JOE
			Caught him off Cape Hatteras.

			SUGAR
			What is it?

			JOE
			Oh a member of the herring family.

			SUGAR
			A herring?  Isnít it amazing how they get 
			those big fish into those little glass jars?

			JOE
			They shrink when theyíre marinated.

During this, he has opened the champagne, filled a couple 
of glasses.

			JOE
			(continuing)
			Champagne?

			SUGAR
			I donít mind if I do.

			JOE
			(toasting her)
			Down the hatch as we say at sea.

			SUGAR
			Bon voyage.

As she sips the drink, she glances at the shelves of trophies.

			SUGAR
			Look at all that silverware.

			JOE
			Trophies.  You know skeet-shooing,
			dog-breeding, water poloÖ

			SUGAR
			Water polo isnít that terribly dangerous?

			JOE
			Iíll say.  I had two ponies drowned under me.

			SUGAR
			Whereís your shell collection?

			JOE
			Yea, of course.  Now where could they
			have put it?      
			(looking under
			the couch)
			On Thursdays, Iím sort of lost around here.

			SUGAR
			Whatís on Thursdays?

			JOE
			Itís the crewsí night off.

			SUGAR
			You mean weíre alone on the boat?

			JOE
			Completely.

			SUGAR
			You know, Iíve never been completely
			alone with a man before in the middle
			of the night in the middle of the ocean.

			JOE
			Oh, itís perfectly safe.  Weíre well
			anchored the ship is in shipshape
			and the Coast Guard promised to call me
			if there are any icebergs around.

			SUGAR
			Itís not the icebergs.  But there are certain
			men who would try to take advantage of a
			situation like this.

			JOE
			Youíre flattering me.

			SUGAR
			Well, of course, Iím sure youíre a gentleman.

			JOE
			Oh, itís not that. Itís just that Iím harmless.

			SUGAR
			Harmless how?

			JOE
			Well, I donít know how to put it but
			I have this thing about girls.

			SUGAR
			What thing?

			JOE
			They just sort of leave me cold.

			SUGAR
			You mean like frigid?

			JOE
			Itís more like a mental block.  When Iím
			with girls, it does nothing to me.

			SUGAR
			Have you tried?

			JOE
			Have I?  Iím trying all the time.

He casually puts his arms around her, kisses her on the lips, 
lets go of her again.

			JOE
			(continues)
			See?  Nothing.

			SUGAR
			Nothing at all?

			JOE
			Complete washout.

			SUGAR
			That makes me feel just awful.

			JOE
			Oh, itís not your fault.  Itís just that
			every now and then Mother Nature throws
			somebody a dirty curve.  Something goes
			wrong inside.

			SUGAR
			You mean you canít fall in love?

			JOE
			Not anymore.  I was in love once but
			Iíd rather not talk about it.
			(takes the glass bell
			off the cold cuts)
			How about a little cold pheasant?

			SUGAR
			What happened?

			JOE
			I donít want to bore you.

			SUGAR
			Oh, you couldnít possibly.

			JOE
			Well, it was my freshman year at
			Princeton there was this girl her
			name was Nellie her father was
			vice-president of Hupmobile she wore
			glasses, too.  That summer we spent
			our vacation at the Grand Canyon
			we were standing on the highest ledge,
			watching the sunset suddenly we had
			an impulse to kiss I took off my glasses
			I took a step toward her she took a
			step toward me

			SUGAR
			(hand flying to mouth)
			Oh, no!

			JOE
			Yes.  Eight hours later they brought her up
			by mule I gave her three transfusions
			we had the same blood type Type O
			it was too late.

			SUGAR
			Talk about sad.

			JOE
			Ever since then
			(indicating heart)
			numb no feelings.  Like my heart was
			shot full of novocaine.

			SUGAR
			You poor, poor boy.

			JOE
			Yes all the money in the world but
			what good is it?
			(holding out 
			serving plate)
			Mint sauce or cranberries?

			SUGAR
			How can you think about food at a time
			like this?

			JOE
			What else is there for me?
			(tears off leg
			of pheasant)

			SUGAR
			Is it that hopeless?

			JOE
			(eating)
			My family did everything they could
			hired the most beautiful French upstairs
			maids got a special tutor to read me all
			the books that were banned in Boston
			imported a whole troupe of Balinese
			dancers with bells on their ankles and those
			long fingernails what a waste of money!

			SUGAR
			Have you ever tried American girls?

			JOE
			Why?

She kisses him pretty good, but nothing spectacular.

			SUGAR
			Is that anything?

			JOE
			(shaking his head)
			Thanks just the same.

He resumes nibbling on the pheasant leg, sits on the couch.

			SUGAR
			Maybe if you saw a good doctorÖ

			JOE
			I have.  Spent six months in Vienna with
			Professor Freud flat on my back
			(stretches out the 
			couch, still eating)
			then there were the Mayo Brothers
			and injections and hypnosis and mineral
			baths if I werenít such a coward,
			Iíd kill myself.

			SUGAR
			Donít talk like that.  Iím sure there must
			be some girl some place that could

			JOE
			If I ever found a girl that could Iíd
			marry her like that.

He snaps his fingers.  The word ďmarriageĒ makes 
something snap inside Sugar, too.

			SUGAR
			Would you do me a favor?

			JOE
			What is it?

			SUGAR
			I may not be Dr. Freud or a Mayo Brother
			or one of those French upstairs girls
			but could I take another crack at it?

			JOE
			(blase)
			All right if you insist.

She bends over him, gives him a kiss of slightly higher 
voltage.

			SUGAR
			Anything this time?

			JOE
			Iím afraid not.  Terribly sorry.

			SUGAR
			(undaunted)
			Would you like a little more champagne?
			(proceeds to
			refill glasses)
			And maybe if we had some music
			(indicating lights)
			how do you dim these lights?

			JOE
			Look, itís terribly sweet of you to want to
			help out but itís no use.
			(pointing)
			I think the light switch is over there
			(Sugar dims lights)
			and thatís the radio.
			(Sugar switches it on)
			Itís like taking somebody to a concert
			when heís tone deaf.

By this time there is only candlelight in the salon, and from 
the radio comes soft music STAIRWAY TO THE STARS.  
Sugar crosses to the couch with two champagne glasses, 
hands one to Joe, sits beside him.  Joe drinks down the 
champagne, and Sugar hands him the second glass.  He 
drains that, too.

			SUGAR
			Youíre not giving yourself a chance.
			Donít fight it.  Relax.
			(she kisses him again)

			JOE
			(shaking his head)
			Itís like smoking without inhaling.

			SUGAR
			So inhale!

This kiss is the real McCoy.  As they stay locked in each 
otherís arms

	WIPE TO:


57.	INT.  ROADHOUSE - NIGHT.				57.

It is small, dark, and practically deserted.  The Cuban band 
is playing LA CUMPARSITA.  Among the dancers on the floor 
are Osgood and Jerry, easily the most stylish couple in the 
joint.  Jerry has the flower tucked in his cleavage.  As they 
tango

			OSGOOD
			DaphneÖ

			JERRY
			Yes, Osgood?

			OSGOOD
			Youíre leading again.

			JERRY
			Sorry.

They tango on.

	WIPE BACK TO:


58.	INT.  SALON OF CALEDONIA - NIGHT.			58.

Joe and Sugar are still in the same embrace.  The radio 
music continues.  Finally they break.

			SUGAR
			(waiting for
			the verdict)
			Well ?

			JOE
			Iím not quite sure.  Try it again.

She does.  As they break, she looks at him the suspense is 
unbearable.

			JOE
			(trying to
			diagnose it)
			I got a funny sensation in my toes - like
			somebody was barbecuing them over a
			slow flame.

			SUGAR
			Lets throw another log on the fire.

Another kiss.

			JOE
			I think youíre on the right track.

			SUGAR
			I must be because your glasses are
			beginning to steam up.

She kisses him again.

	WIPE TO:


59.	INT.  ROADHOUSE - NIGHT.				59.

Osgood and Jerry have now got the tango by the throat.  
Jerry is dancing with his back to the CAMERA, and as 
Osgood whips him around, we see that Jerry has the flower 
clamped between his teeth.  They reverse positions again, 
and Osgood grabs the flower between his teeth.

	WIPE BACK TO:


60.	INT.  SALON OF CALEDONIA - NIGHT.			60.

The radio is still on, and Joe and Sugar are just coming out 
of their last kiss.  Joe removes his glasses, which are now 
completely fogged up.

			JOE
			I never knew it could be like this.

			SUGAR
			Thank you.

			JOE
			They told me I was caputt finished
			washed up and now youíre making
			a chump out of all those experts.

			SUGAR
			Mineral baths now really!

			JOE
			Where did you learn to kiss like that?

			SUGAR
			Oh, you know Junior League charity
			bazaars I used to sell kisses for the
			Milk Fund.
They kiss again.

			JOE
			(going, going, gone)
			Tomorrow, remind me to send a check
			for a hundred thousand dollars to the
			Milk Fund.

She doesnít have to kiss him any more he takes over now.

	WIPE TO:


61.	INT.  ROADHOUSE - NIGHT.				61.

The chairs are stacked on the tables, and Osgood and Jerry 
are the only couple on the floor.  Osgood, wearing the 
flower behind his ear, and massaging his behind with a 
tablecloth, is tangoing with wild abandon around Jerry.  
Suddenly he grabs Jerry, bends him over in a dashing dip.  
They straighten up, dance a couple of steps, and now Jerry 
returns the compliment he almost breaks Osgoodís spine 
with an even more dashing dip.

As for the Cuban musicians we now discover that Osgood 
has kept his word.  They are all blindfolded.

	DISSOLVE TO:


62.	EXT.  YACHT AT ANCHOR - DAWN.				62.

Sugar and Joe are in the motorboat, gliding away from the 
Caledonia toward the pier backwards, naturally.  It is 
quite romantic with the sun about to rise and the 
incidental music augmenting the mood.

	DISSOLVE TO:


63.	EXT.  PIER - DAWN.					63.

Joe and Sugar, his arm over her shoulder, walk dreamily 
toward the hotel.  From the other direction comes Osgood, 
twirling the flower in his hand, and humming LA 
CUMPARSITA.  As he passes Sugar and Joe, he waves to 
them jauntily, then continues toward the same motorboat 
which just deposited them.  He gets in, starts the motor, 
takes off.

	DISSOLVE TO:


64.	EXT.  HOTEL ENTRANCE - DAWN.				64.

	Joe leads Sugar up to the steps, then stops and faces her.

			JOE
			Good night.

			SUGAR
			Good morning.

			JOE
			How much do I owe the Milk Fund so far?

			SUGAR
			Eight hundred and fifty thousand dollars.

			JOE
			Letís make it an even million.

He gives her a final kiss.  Sugar turns, starts up the steps, 
then stops and comes back to him.

			SUGAR
			I forgot to give you your receipt.

She kisses him, then floats through the entrance of the 
hotel.  Joe watches her till she is out of sight, then takes off his glasses.
He hurries up the steps, starts to climb up one of the posts of the veranda.


65.	INT.  ROOM 413 - DAWN.					65.

Jerry, still in his evening gown, is stretched out on his bed, 
gaily singing LA CUMPARSITA and accompanying himself 
with a pair of maracas.  Joe appears over the railing of the 
balcony, steps through the window into the room.

			JOE
			(exuberant)
			Hi, Jerry.  Everything under control?

			JERRY
			Have I got things to tell you!

			JOE
			What happened?

			JERRY
			(beaming)
			Iím engaged.

			JOE
			Congratulations.  Whoís the lucky girl?

			JERRY
			I am.

			JOE
			WHAT?

			JERRY
			(brimming over)
			Osgood proposed to me.  Weíre planning
			a June wedding.

			JOE
			What are you talking about?
			You canít marry Osgood.

			JERRY
			(getting up)
			You think heís too old for me?

			JOE
			Jerry!  You canít be serious!

			JERRY
			Why not?  He keeps marrying girls 
			all the time!

			JOE
			But youíre not a girl.  Youíre a guy!
			And why would a guy want to marry a guy?

			JERRY
			Security.

			JOE
			Jerry, youíd better lie down.
			Youíre not doing well.

			JERRY
			Look, stop treating me like a child.
			Iím not stupid.  I know thereís a problem.

			JOE
			Iíll say there is!

			JERRY
			His mother we need her approval.  But
			Iím not worried because I donít smoke.

			JOE
			Jerry thereís another problem.

			JERRY
			Like what?

			JOE
			Like what are you going to do on 
			your honeymoon?

			JERRY
			Weíve been discussing that.  He wants to
			go to the Riviera but I sort of lean
			toward Niagara Falls.

			JOE
			Youíre out of your mind!  How can you
			get away with this?

			JERRY
			Oh, I donít expect it to last.  Iíll tell him
			the truth when the time comes.

			JOE
			Like when?

			JERRY
			Like right after the ceremony.

			JOE
			Oh.

			JERRY
			Then weíll get a quick annulment heíll
			make a nice settlement on me Iíll have
			those alimony checks coming in every month

			JOE
			Jerry, listen to me there are laws
			conventions itís just not being done!

			JERRY
			But Joe this may be my last chance to
			marry a millionaire!

			JOE
			Look, Jerry take my advice forget
			the whole thing just keep telling yourself
			youíre a boy!

			JERRY
			Iím a boy Iím a boy I wish I were
			dead Iím a boy Iím a boy
			(slaps his wig down
			on the desk)
			What am I going to do about my
			engagement present?

			JOE
			What engagement present?

Jerry picks up a jewel box, opens it, hands it to Joe.

			JERRY
			He gave me this bracelet.

Joe takes Bienstockís glasses out of his pocket, examines the 
bracelet through one of the lenses.

			JOE
			Hey these are real diamonds.

			JERRY
			Naturally.  You think my fiance is a bum?
			Now I guess Iíll have to give it back.

			JOE
			Wait a minute lets not be hasty.
			After all, we donít want to hurt poor
			Osgoodís feelings.

There is a KNOCK on the door.

			JOE
			(in girlís voice)
			Just a minute.

They grab their wigs, slap them on.  Joe dives into bed, 
pulling the covers up to his chin.

			SUGARíS VOICE
			Itís me Sugar.

			JOE
			Come in.
	
Sugar, in a negligee, comes in or rather, floats in.

			SUGAR
			I thought I heard voices and I just had to
			talk to somebody.  I donít feel like going
			to sleep.

			JERRY
			I know what you need a slug of bourbon.

He opens a bureau drawer, takes out the hot-water bottle.

			SUGAR
			Oh, no.  Iím off that stuff for good.

			JOE
			Did you have a nice time?

			SUGAR
			Nice?
			(on a cloud)
			It was suicidally beautiful.

			JERRY
			Did he get fresh?

			SUGAR
			Of course not.  As a matter of fact, it was
			just the other way around.  You see he
			needs help.

			JERRY
			What for?

			SUGAR
			And talk about elegant you should
			see the yacht candlelight mint sauce
			and cranberries.

			JOE
			Gee, I wish Iíd been there.

			SUGAR
			Iím going to see him again tonight
			and every night I think heís going to
			propose to me as soon as he gets up
			his nerve.

			JERRY
			(looking at Joe)
			Thatís some nerve!

			JOE
			(covering up quickly)
			Daphne got a proposal tonight.

			SUGAR
			Really?

			SUGAR
			From a rich millionaire.

			SUGAR
			Thatís wonderful.
			(suddenly turning to Joe)
			Poor Josephine.

			JOE
			(startled)
			Me?

			SUGAR
			Daphne has a beau I have a beau
			if we could only find somebody for you.

The door opens, and in strides the fresh Bellhop, gin bottle 
in one hand and the passkey in the other.

			BELLHOP
			Here I am, doll!

Joe disappears under the covers.

	FADE OUT:

	FADE IN:


66.	INT.  LOBBY SEMINOLE-RITZ HOTEL - DAY.		66.

We are CLOSE on a doormat bearing the name SEMINOLE-
RITZ HOTEL.  A pair of menís feet step across the mat, the 
shoes encased I white linen spats.

CAMERA PULLS BACK TO REVEAL Spats Colombo entering 
the lobby, surrounded by his four henchmen and followed 
by bellhops carrying their luggage.  The henchmen are all 
dolled up for Florida knickers, Panamas, two-toned shoes 
and one of them is carrying a golf bag.

Spats is somewhat more conservatively dressed in a light 
gray business suit.  They stop and look around.

Draped across the rear wall is an impressive banner 
reading:

WELCOME DELEGATES
10TH ANNUAL CONVENTION
FRIENDS OF ITALIAN OPERA

			SECOND HENCHMAN
			(reading banner)
			Friends of Eye-talian Opera hey, thatís us!

A convention official, wearing a badge and ribbon 
identifying him as a committee member, comes up to Spats.

			FIRST OFFICIAL
			Register over there.

Spats nods to his boys, and they move toward the 
registration desk, past other groups of delegates.  You 
would hate to meet any of these mugs in a dark alley, but 
what makes it heartwarming is that they all have a 
cauliflower ear for good music.

Sitting on a settee is a gentleman reading the Police 
Gazette.  As he lowers the paper, we see itís our friend 
Mulligan, the Federal agent.  He looks after Spats and his 
boys with a wry smile.

At the desk, Spats and his group are identifying themselves 
to the registrar.  Leaning against a column, supervising the 
proceedings, is a dark, menacing young hoodlum, JOHNNY 
PARADISE.  He is insolently flipping a half dollar in the air.

			SPATS
			(to registrar)
			Spats Colombo delegate from Chicago
			South Side chapter.

The registrar pins an identification tag on his lapel.

			PARADISE
			Hi, Spats.  We was laying eight to one
			you wouldnít show.

			SPATS
			Why wouldnít I?

			PARADISE
			We thought you was all broken up
			about Toothpick Charlie.

			SPATS
			Well, we all got to go sometime.

			PARADISE
			Yeah.  You never know whoís going
			to be next.
			(jerks his thumb
			toward screen)
			Okay, Spats.  Report to the Sergeant-
			at-Arms.

			SPATS
			What for?

			PARADISE
			Orders from Little Bonaparte.

Spats has now been joined by the four henchmen, who have 
also received their identification tags, and Paradise motions 
them behind the screen.

Behind the screen, a couple of officials are waiting.

			SECOND OFFICIAL
			Put Ďem up, Spats.

			SPATS
			Whatís the idea?

			SECOND OFFICIAL
			Little Bonaparte donít want no
			hardware around.

Spats reluctantly complies and the official frisks him.

			SECOND OFFICIAL
			(continues)
			Okay youíre clean.

			SPATS
			(tapping officialís
			pocket)
			Youíre not.

He pulls an automatic out of the officialís shoulder holster, 
tosses it into a wire basket which already holds a large 
collection of hardware.

The official glares at him, then turns and runs his hands 
down the First Henchman.  He feels something at the 
bottom of one of his knickers, pulls elastic cuff.  A gun 
drops out.

			FIRST HENCHMAN
			It ainít loaded.

The official pulls the elastic of the other knicker, and 
several dozen bullets drop to the floor.  The official kicks 
them away, faces the henchman with the golf bag.

			SECOND OFFICIAL
			Whatís in there?

			SECOND HENCHMAN
			My golf clubs.  Putter, niblick,
			number three iron

The official pulls a submachine gun out of the bag.

			SECOND OFFICIAL
			Whatís this?

			SECOND HENCHMAN
			My mashie.

Spats emerges from behind the screen.

			PARADISE
			(still tossing coin)
			See you at the banquet, Spats.

Spats looks at the young punk contemptuously, snatches 
the coin out of the air.

			SPATS
			Where did you pick up that cheap trick?
			(drops the coin in the
			kidís breast pocket)
			Come on, boys.

He and his henchmen start across the lobby toward the 
reception counter.  As they pass Mulligan, he rises.  

			MULLIGAN
			Well, Spats Colombo if I were saw one.

			SPATS
			Hello, copper.  What brings you down
			to Florida?

			MULLIGAN
			I heard you opera-lovers were having a
			little rally so I thought I better be
			around in case anybody decides to sing.

			SPATS
			Big joke!

			MULLIGAN
			Say, Maestro where were you at
			three oíclock on St. Valentineís Day?

			SPATS
			Me?  I was at Rigoletto.

			MULLIGAN
			Whatís his first name?  And where
			does he live?

			SPATS
			Thatís an opera, you ignoramus.

			MULLIGAN
			Where did they play it in a garage
			on Clark Street?

			SPATS
			Clark Street?  Never heard of it.

			MULLIGAN
			Ever hear of the DeLuxe French Cleaners
			on Wabash Avenue?

			SPATS
			Why?

			MULLIGAN
			Because the day after the shooting you
			sent in a pair of spats they had
			blood on them.

			SPATS
			I cut myself shaving.

			MULLIGAN
			You shave with your spats on?

			SPATS
			I sleep with my spats on.

			MULLIGAN
			Quit kidding.  You did that vulcanizing
			job on Toothpick Charlie and we know it.

			SPATS
			You and who else?

			MULLIGAN
			Me and those two witnesses whom your
			lawyers have been looking for all over Chicago.

			SPATS
			You boys know anything about any garage
			or any witnesses?

			FIRST HENCHMAN
			Us?  We was with you at Rigolettoís.

			MULLIGAN
			Donít worry, Spats.  One of these days
			weíll dig up those two guys.

			SPATS
			Thatís what youíll have to do
			dig Ďem up!

He leads his boys away from Mulligan toward the reception 
desk.

The elevator door opens, and among the passengers 
stepping out are Joe and Jerry, in their summer dresses.  
Joe is carrying their room key.

			JERRY
			(indicating diamond
			bracelet on wrist)
			I feel like such a tramp taking jewelry
			from a man under false pretenses.

			JOE
			Get it while youíre young.  And you better
			fix your lips.  You want to look nice for
			Osgood, donít you?

Jerry stops, takes a mirror and lipstick out of his handbag, 
starts to touch up his lips.

			JERRY
			Itís just going to break his heart when
			he finds out I canít marry him.

			JOE
			So?  Itís going to break Sugarís heart when
			she finds out Iím not a millionaire.  Thatís
			life.  You canít make an omelette without
			breaking an egg.

			JERRY
			What are you giving me with the omelette?

			JOE
			Nag, nag, nag.  Look, we got a yacht,
			we got a bracelet, you got Osgood, 
			Iíve got Sugar weíre really cooking.

			JERRY
			(his eyes transfixed by
			something he sees in
			the mirror)
			Joe

			JOE
			What?

What Jerry sees in the mirror is Spats Colombo and the four 
henchmen.

			JERRY
			Something tells me the omelette is
			about to hit the fan.

He nods in the direction of the reception desk.  Joe looks, 
sees what Jerry has seen, then

			JOE
			Come on, Daphne.

With as much grace as they can muster, they hurry back 
toward the elevator.  The doors are just opening, and our 
Bellhops comes backing out, trundling an old man in a 
wheelchair.  The old man wears a Panama hat, dark 
glasses, and is covered up to his chin with a plaid blanket.  
Joe and Jerry almost fall over the invalid in their haste to 
get to the elevator.


67.	INT.  ELEVATOR - (CONTINUOUS) - DAY.		67.

Joe and Jerry scramble inside.

			JOE
			Going up.

As the elevator operator starts to close the doors, he is 
arrested by

			SPATSí VOICE
			Hold it.

Joe and Jerry freeze as Spats steps into the elevator, 
followed by the four henchmen.

			SPATS
			I donít mean to be forward but ainít I
			had the pleasure of meeting you two
			broads before?

			JOE
			Oh, no!

			JERRY
			You must be thinking of two other broads.

			SECOND HENCHMAN
			You ever been in Chicago?

			JERRY
			Us?  We wouldnít be caught dead in Chicago.

Spats, his interest aroused, is now also studying the two 
boys.  To their relief, the elevator stops and the operator 
opens the door.

			OPERATOR
			Third floor.

			FIRST HENCHMAN
			(to the boys)
			What floor are you on?

			JOE
			Never you mind.

He waves them away with the hand holding the room key.  
The henchman glances at the numbered tag.

			FIRST HENCHMAN
			Room 413 weíll be in touch.

He follows the others out.

			JERRY
			(coyly)
			Donít call us weíll call you.

As the elevator doors start to close, Spats glances over his 
shoulder toward the boys, frowning thoughtfully.  In the 
elevator, Joe and Jerry look at each other, swallow hard.

	DISSOLVE TO:


68.	INT.  ROOM 413 - DAY.					68.

Joe and Jerry are frantically dumping their clothes into two 
open suitcases on the bed.

			JERRY
			I tell you, Joe, theyíre on to us.  Theyíre
			going to line us up against the wall and
			(imitating machine gun)
			Eh-eh-eh-eh-eh and then the police are
			going to find two dead dames, and theyíre
			going to take us to the ladiesí morgue, 
			and when they undress us I tell you, Joe,
			Iím just going to die of shame.

			JOE
			Shut up and keep packing.

			JERRY
			Okay, Joe.

He picks up an orchid corsage, in a transparent box, from 
the desk, starts to put it into the suitcase.

			JOE
			(grabbing it)
			Not that, you idiot.

			JERRY
			But theyíre from Osgood.  He wanted me
			to wear them tonight.

Joe tosses the corsage box into the waste basket.  Jerry 
starts to pack the maracas.

			JERRY
			Iíll never find another man whoís so
			good to me.

Joe fishes out Bienstockís yachting cap from under the bed, 
turns it over in his hand, lost in thought.

			JERRY
			(continues)
			Joe, if we get out of this hotel alive,
			you know what weíre going to do?
			Weíre going to sell the bracelet, and
			grab a boat to South America and
			hide out in one of those banana republics
			(removes bracelet, puts it 
			in jewel case on desk)
			The way I figure is, if we eat nothing
			but bananas, we can live there for
			fifty years maybe a hundred years
			that is, if we get out of the hotel alive.
			(looking around)
			Did we forget anything?

 			JOE
			(still studying cap)
			Thereís our shaving stuff and
			thereís Sugar.

			JERRY
			Sugar?

			JOE
			(picking up phone)
			Get me Room 414.

			JERRY
			What do you think youíre doing?

			Making a telephone call.

			JERRY
			Telephone call?  Whoís got time for that?

			JOE
			We canít just walk out on her without
			saying goodbye.

			JERRY
			Since when?  Usually you leave Ďem
			with nothing but a kick in the teeth.

			JOE
			Thatís when I was a saxophone player.
			Now Iím a millionaire.

			JERRY
			Drop her a postcard.  Any minute now
			those gorillas may be up here

			JOE
			(into telephone, in a
			Southern female voice)
			Hello, Room 414?  This is the ship-to-shore
			operator I have a call for Miss Sugar Cane.


69.	INT.  ROOM 414 - (CONTINUOUS) - DAY.		69.

Dolores, in a robe and hair-curlers, is at the phone. Sugar, 
in a negligee, is stretching out on her bed, dreamily reading 
a copy of Vanity Fair.

			DOLORES
			Hey, Sugar, itís for you from the yacht.

Sugar jumps up, grabs the phone eagerly.

			SUGAR
			Hello?


70.	INT.  ROOM 413 - (CONTINUOUS) - DAY.		70.

Jerry is watching Joe on the phone.

			JOE
			(Cary Grant once more)
			Hello, my dearest darling.  So good
			to hear your voice again.

			JERRY
			I may throw up.

He disappears into the bathroom.

			JOE
			(into phone)
			No, I didnít, darling to tell the truth,
			I never closed an eye.

As he and Sugar continue, their telephone conversation, 
INTERCUT between the two rooms.

			SUGAR
			Thatís funny I never slept better.  And
			I had the most wonderful dream.  I was
			still on the yacht, and the anchor broke
			loose and we drifted for days and days
			you were the captain and I was the crew
			I kept a lookout for icebergs, and I sorted
			your shells, and mixed your cocktails, and
			wiped the steam off your glasses and 
			when I woke up, I felt like swimming 
			right back to you.

			JOE
			Yes.  Now about our date for tonightÖ

			SUGAR
			Iíll meet you on the pier again 
			right after the show.

			JOE
			Iím afraid not.  I canít make it tonight.

			SUGAR
			Tomorrow night?

			JOE
			Not tomorrow, either.  You see, I have to
			leave something unexpected came up
			Iím sailing right away.

			SUGAR
			Where to?  South America?  Oh.
			That is unexpected.

			JOE
			You see, we have those oil interests
			in Venezuela and I just got a cable
			from Dad the board of directors 
			decided on a merger.

			SUGAR
			A merger?  How long will you be gone?

			JOE
			Quite a while.  As a matter of fact,
			Iím not coming back at all.

			SUGAR
			Youíre not?

			JOE
			Itís all rather complicated what we call
			high finance but it so happens that the
			president of the Venezuelan syndicate
			has a daughter, and

			SUGAR
			Oh that kind of a merger.  Is she young?
			Pretty?

			JOE
			According to our tax advisers, sheís only
			so-so.  But thatís the way the oil gushes.
			A man in my position has a certain
			responsibility to the stockholders all those
			little people who invest their life savings

			SUGAR
			Oh, of course.  I understand.  At least,
			I think I do.

71.	JOE - ON PHONE.						71.

			JOE
			I knew you would.

He picks up the jewel case with the diamond bracelet from 
the desk, studies it thoughtfully.

			JOE
			(continues)
			I only wish there were something I
			could do for you.

72.	SUGAR - ON PHONE.						72.

			SUGAR
			But you have.  Youíve given me all that
			inside information first thing tomorrow
			Iím going to call my broker and have him
			buy fifty thousand shares of Venezuelan oil.


73.	INT.  ROOM 413 - (CONTINUOUS) - DAY.		73.

			JOE
			(into phone)
			Smart move.
			(reaches into waste basket,
			extracts corsage box)
			Oh, by the way did you get my flowers?
			You know, those orchids from my
			greenhouse the fog finally lifted over
			Long Island, and they flew them down
			this morning.

As he talks he opens the corsage box, puts the bracelet in 
with the orchids, closes it again.

			JOE
			(continues)
			Thatís strange I sent them to your room
			they should have been delivered by now

Holding the phone in one hand and the corsage box in the 
other, he moves toward the hall door.


74.	INT.  ROOM 414 - (CONTINUOUS) - DAY.		74.

Sugar covers the mouthpiece of the phone, turns to Dolores.

			SUGAR
			Hey, Dolores will you see if there are
			any flowers outside?

Dolores starts toward the hall door.


75.	INT.  FOURTH FLOOR CORRIDOR - DAY.			75.

The door of 413 opens.  Joe, having come as far as the 
length of the telephone cord will permit, sets the corsage 
box down, kicks it across the hall to the door of 414.  As he 
closes his door, the door of 414 opens.  Dolores reaches out, 
picks up the corsage box, starts back inside.


76.	INT.  ROOM 414 - (CONTINUOUS) - DAY.		76.

Dolores brings the corsage box to Sugar.

			SUGAR
			(into phone)
			Yes, theyíre here.
			(opening box)
			Oh white orchids.  Would you believe
			it I havenít had white orchids since I
			was a debutante.
			(finding bracelet)
			Whatís this?

77.	JOE - ON PHONE.						77.

			JOE
			Whatís what?  Oh, that.  just a little
			going away present.

78.	SUGAR - ON PHONE.						78.

			SUGAR
			Real diamonds.  They must be worth
			their weight in gold.  Are you always
			this generous?

79.	JOE - ON PHONE.						79.

			JOE
			Not always.  But I want you to know Iím
			very grateful for what you did for me.

80.	SUGAR - ON PHONE.						80.

			SUGAR
			I didnít do anything.  It just happened.


81.	INT.  ROOM 413 - (CONTINUOUS) - DAY.		81.

Jerry emerges from bathroom, carrying their toilet articles 
and an armful of towels embroidered with SEMINOLE-RITZ 
HOTEL.

			JOE
			(into phone)
			Oh.  The navigator just came in
			weíre ready to cast off.

82.	SUGAR - ON PHONE.						82.

			SUGAR
			Well, anchors aweigh, you have a bon
			voyage.  And if you need an orchestra to
			play at your wedding, weíll be through
			here in a couple of weeks.


83.	INT.  ROOM 413 - (CONTINUOUS) - DAY.		83.

			JOE
			(into phone)
			Goodbye, my darling.

He hangs up, stares moodily at the phone.  Jerry shuts his 
suitcase.

			JERRY
			I donít know about the captain but the
			navigator is getting his tail out of here.

			JOE
			(snapping out of
			his trance)
			Yeah lets shove off.

They start to gather up their instruments and luggage.

			JERRY
			Wait a minute my bracelet.
			(picks up jewel case,
			shuts it, then realizes
			itís empty)
			What happened to my bracelet?

			JOE
			What do you mean, your bracelet?
			Itís our bracelet.

			JERRY
			All right. What happened to our bracelet?

			JOE
			Donít worry.  We did the right thing with it.

			JERRY
			What did we do?  Joe, youíre not pulling
			one of your old tricks.

			JOE
			No tricks, no mirrors, nothing up my
			sleeve.  Itís on the level this time.

The door opens and Sugar comes in.  The boys whirl 
around.

			SUGAR
			Whereís that bourbon?

She heads straight for the bureau, starts to open various 
drawers.  Joe steps in front of the suitcases to conceal them 
from her.

			JOE
			Whatís the matter, Sugar?

			SUGAR
			I donít know.  All of a sudden, Iím thirsty.

Joe fishes the hot-water bottle out of the open suitcase 
behind him, hands it to Sugar.  As she reaches for it, Jerry 
notices the diamond bracelet on her wrist.

			JERRY
			(pointing)
			How did you get that bracelet?

			SUGAR
			You like it?

			JERRY
			I always did.

			SUGAR	
			Junior gave it to me.  It must have
			at least thirty stones

			JERRY
			(promptly)
			Thirty-four.

			SUGAR
			Heís going to South America to marry
			some other girl thatís what they call
			high finance.

			JERRY
			Thatís what I call a louse!  If I were you,
			Sugar, Iíd throw that bracelet right back
			in his face.

			JOE
			(admonishingly)
			Daphne

			SUGAR
			He was the first nice guy I ever met in
			my life and the only one who ever
			gave me anything.

			JOE
			Youíll forget him, Sugar.

			SUGAR
			How can I?  No matter where I go, thereíll
			always be a Shell station on the corner.
	(indicating hot-water bottle)
			Iíll bring this back when itís empty.

She exits.  Jerry turns on Joe furiously.

			JERRY
			You crazy or something?  The place is
			crawling with mobsters gangrene is
			setting in and youíre making like
			Diamond Jim Brady!  How are we going to
			get out of here?  How are we going to eat?

			JOE
			Weíll walk.  And if we have to, weíll starve.

			JERRY
			There you go with that we again.

He picks up his suitcase, starts toward the door.  Joe grabs 
him and pulls him back.

			JOE
			Not that way.
			(heading for window)
			We donít want to run into Spats and
			his chums.

He steps through the open French window onto the balcony.  
Jerry starts to hand out the instruments and luggage to 
him.


84.	INT.  SPATSí SUITE - DAY.				84.

The four henchmen, in dinner clothes are playing cards in 
the lavishly appointed living room when Spats emerges 
from the bedroom.  He is just slipping into his tuxedo coat, 
and his spats are unbuttoned.

			SPATS
			(to Second Henchman)
			Your hands clean?
			(the henchman extends 
			his palms up, then 
			turns them over)
			Okay.  Button my spats.

He drops into a chair, and the Second Henchman kneels, 
starts to button the spats.

			FIRST HENCHMAN
			Say, boss I been talking to some of the
			other delegates and the word is that
			Little Bonaparte is real sore about what
			happened to Toothpick Charlie.  Him and
			Charlie, they used to be choir boys together.

			SPATS
			(drily)
			Stop, or Iíll burst out crying.

			FIRST HENCHMAN
			He even got Charlieís last toothpick
			the one from the garage and had it
			gold-plated.

			SPATS
			Like I was telling you Little Bonaparte
			is getting soft.
			(taps his chest)
			He doesnít have it here any more.  Used to
			be like a rock.
			(shaking his head)
			Too bad.  I think itís time for him to retire.

			SECOND HENCHMAN
			Second the motion.

			FIRST HENCHMAN
			How are we going to retire him?

			SPATS
			Weíll think of something cute.  One of
			these days, Little Bonaparte and 
			Toothpick Charlie will be singing in
			the same choir again.

He points up.  Outside the window, Joe appears, climbing 
down a post from the floor above.  He lands on the balcony, 
reaches up for the instruments and suitcases which the 
unseen Jerry is passing down to him.

			SPATS
			And this time, weíll make sure there are
			no witnesses.

The First Henchman glances out the window, sees Jerry 
climbing down the post to join Joe.

			FIRST HENCHMAN
			Look itís those two broads from the
			elevator.

Spats turns and looks.  The Second Henchman, beaming, 
crosses to the window, calls out.

			SECOND HENCHMAN
			Hey join us!

Joe and Jerry, panic-stricken, peer through the Venetian 
blinds at Spats and his mob.  Then they scramble for their 
lives over the railing of the balcony and down, their hats 
and wigs knocked askew.

			SECOND HENCHMAN
			Whatís the matter with those dames?

			SPATS
			Maybe those dames ainít dames!

He yanks up the Venetian blinds, steps quickly out onto the 
balcony, looks down over the railing.  Then he picks up the 
bull-fiddle, drags it through the window into the room.

			SPATS
			Same faces same instruments
			(pointing at bullet holes)
			and hereís your Valentineís card.

			FIRST HENCHMAN
			(catching on)
			Those two musicians from the garage!

			SPATS
			They wouldnít be caught dead in Chicago
			so weíll finish the job here.  Come on.

Led by Spats, they all dash out of the room.

After a moment, Joeís and Jerryís heads appear cautiously 
over the balcony railing.  Seeing that the room is empty, 
they climb up, rush in through the open windows.

			JERRY
			All right so what do we do now?

			JOE
			First thing we got to do is get out
			of these clothes.

He opens the door to the corridor and they peer out.


85.	INT.  THIRD FLOOR CORRIDOR - DAY.			85.

There is no sign of Spats and his boys.  The elevator door is 
just opening, and the Bellhop emerges, pushing the old man 
in the wheelchair.  Joe and Jerry watch as the Bellhop 
wheels the old man into one of the rooms.  They look at 
each other, as the same idea occurs to them both, nod their 
heads in agreement.  Slipping out of Spatsí room, they cross 
the corridor to the old manís room, start inside.

DISSOLVE TO:


86.	INT.  LOBBY - DAY.					86.

The elevator doors open, and a Bellhop backs out with a 
man in a wheel chair.  As they turn INTO CAMERA, we 
discover that the bellhop is Jerry the uniform fitting him 
much too snugly and the blanket-covered figure in the 
wheel chair is Joe, dressed in the old manís suit, Panama 
hat, and dark glasses.

As Jerry and Joe proceed with dignity toward the front 
door, we see Spats and his henchmen deployed in strategic 
positions around the lobby.  Jerry wheels Joe past Spats.  
Spats glances at them casually, then becomes aware of a 
strange CLACKING SOUND.  He looks down.

There is something decidedly odd about the bellhop 
because his trouser-legs terminate in high-heeled shoes.

Spats, grinning smugly, signals the two henchmen who are 
guarding the front door.  They start to close in on Joe and 
Jerry.  Jerry abruptly spins the wheel chair around, trundles 
it toward the rear of the lobby.  The other to henchmen 
take up the chase.  Jerry and Joe disappear into a corridor 
leading toward the rear of the hotel.  As the pursuing 
henchmen start to turn into the corridor, the empty wheel 
chair comes whizzing toward them.  The henchmen stumble 
over it, become momentarily entangled.

Joe and Jerry, sprinting down the corridor, reach an open 
door, dart inside.  The henchmen come racing up, and 
passing the door, round a bend in the corridor.


87.	INT.  PANTRY - DAY.					87.

In the center of the room stands a huge cake, and two 
convention officials are decorating it under the watchful eye 
of Johnny Paradise, who leans against the wall 
monotonously tossing a coin into the air.  One of the 
officials, wielding a confectionerís cone, has almost finished 
lettering the inscription HAPPY BIRTHDAY, SPATS.

Joe and Jerry burst in from the corridor, and the three 
hoods look up, startled. Before they can recover, the boys 
have scooted across the room and out another door.


88.	INT.  BANQUET ROOM - DAY.				88.

Joe and Jerry come dashing in breathlessly, stop to get their 
bearings.  Dominating the room is a U-shaped table, 
covered with flowers and about thirty place-settings, with a 
half grapefruit on each plate.  On the wall behind the head 
of the table is the banner welcoming the Friends of Italian 
Opera.  The boys glance around the empty room, make a 
beeline for the main entrance.  As they reach the door, it 
starts to open, and voices are HEARD from the corridor.  
They turn desperately toward a second door, but that too is 
opening.  Trapped, they duck under the banquet table, 
disappearing behind the long white tablecloth just as the 
banqueteers start to troop in.  They are the same mugs we 
saw in the lobby, but they are now dressed in tuxedos or 
white dinner jackets.  Chatting amiably, they move to their 
places at the table.

Under the table, Joe and Jerry huddle together as the 
delegates start to seat themselves.  Suddenly a pair of legs 
slide beneath the tablecloth directly in front of them and 
the boys recoil when they see that the ownerís shoes are 
encased in spats.

Spats Colombo is settling himself at the table, while his four 
henchmen take the seats on either side of him.

			SPATS
			What happened?

			FIRST HENCHMAN
			Me and Tiny, we had them cornered
			but we lost Ďem in the shuffle.

			SPATS
			(turning to other
			two henchmen)
			Where were you guys?

			SECOND HENCHMAN
			Us?  We was with you at Rigolettoís.

			SPATS
			Why, you stupid

He picks up the half-grapefruit in front of him, and is about 
to ram it in the henchmanís face.

			FIRST HENCHMAN
			Itís all right, boss weíll get Ďem after
			the banquet.  They canít be too far away.

Under the table, Joe and Jerry exchange a panicky look.

There is a burst of APPLAUSE from the delegates as through 
the door strides LITTLE BONAPARTE, accompanied by half a 
dozen convention officials.  Little Bonaparte is short, bald, 
vicious, and wears a hearing aid.  As he proceeds toward 
the head of the table, his pose is Napoleonichead bowed, 
hands clasped behind his back.  Spats and his henchmen 
pointedly abstain from applauding.  Little Bonaparte 
remains standing at the place of honor while his associates 
seat themselves.

			BONAPARTE
			Thank you, fellow opera-lovers.  Itís been
	ten years since I elected myself president
	of this organization and if I say so
	myself, you made the right choice.  Letís
	look at the record.  We have fought off the
	crackpots who want to repeal Prohibition
	and destroy the American home by
	bringing the corner saloon.  We have
	stamped out the fly-by-night operators
	who endangered public health by brewing
	gin in their own bathtubs, which is very
	unsanitary.  We have made a real contribution
	to national prosperity we are helping
	the automobile industry by buying all
	those trucks, the glass industry by using
	all those bottles, and the steel industry
	you know, all those corkscrews.  And whatís
	good for the country is good for us.  In the
	last fiscal year, our income was a hundred
	and twelve million dollars before taxes
	only we ainít paying no taxes.

The delegates applaud.

			BONAPARTE
			(continues)
			Of course, like in every business, weíve
			had our little misunderstandings.  Let us
			now rise and observe one minute of silence
			in memory of seven of our members from
			Chicago North Side chapter who are
			unable to be with us tonight on account of
			being rubbed out.

All the delegates rise and bow their heads except Spats 
and his henchmen.

			BONAPARTE
			(continues; sharply)
			You too, Spats.  Up!

Spats and his boys get up reluctantly, join the others in 
silent tribute.


89.	INT.  PANTRY - DAY.					89.

The inscribed top of the cake has been lifted off to reveal a 
hollow interior.  Johnny Paradise is climbing inside.

			SECOND OFFICIAL
			Easy now.  You know when you come out?

			PARADISE
			Yeah.  The second time they sing
			(singing)
			For heís a jolly good fel-low
			Which nobody can deny.

			SECOND OFFICIAL
			Okay.
			(handing him a
			submachine gun)
			And donít mess up the cake I promised
			to bring back a piece to my kids.

Johnny Paradise squats down inside the cake.  The officials 
set the lid back in place.


90.	INT.  BANQUET ROOM - DAY.				91.

The minute of silence is over, and the delegates are seating 
themselves.  Little Bonaparte remains on his feet.

			BONAPARTE
			Now, fellow delegates, there comes a
			time in the life of every business executive
			when he starts to think about retirement.

There are ad lib cries of ďNo!  No!Ē from the delegates.  
Little Bonaparte holds up his hand.

			BONAPARTE
			(continues)
			In looking around for somebody to fill
			my shoes, Iíve been considering several
			candidates.  For instance, there is a
			certain party from Chicago 
South Side Chapter.

He glances in the direction of Spats.  Spatsí henchmen turn 
and look at their boss.

			BONAPARTE
			(continues)
			Now some people say heís gotten a little
			too big for his spats but I say heís a
			man whoíll go far.  Some people say heís
			gone too far but I say you canít keep a
			good man down.  Of course, he still has
			a lot to learn.  That big noise he made on
			St. Valentineís Day that wasnít very good
			for public relations.  And letting those two
			witnesses get away that sure was careless.

Under the table, Joe and Jerry try to make themselves as 
small as possible.

			SPATS
			Donít worry about those two guys theyíre
			as good as dead I almost caught up with
			them today.

			BONAPARTE
			(turning on 
			hearing aid)
			You mean you let them get away twice?
			(clicks his tongue)
			Some people would say that was real
			sloppy but I say to err is human, to
			forgive divine.  And you, Spats the
			boys told me you was having a birthday
			so we baked you a little cake.

			SPATS
			My birthday?  It ainít for another four months.

			BONAPARTE
			So weíre a little early.  So whatís a few
			months between friends?
			(turning to the others)
			All right, boys now all together
			(singing)
			For heís a jolly good fellowÖ.

The other delegates, including Spatsí henchmen, join in the 
song.  The lights are extinguished, and from the pantry 
come the two officials, pushing a cart on which stands the 
cake, with candles blazing.  They wheel the cake up directly 
in front of Spats, who eyes it uneasily.  Little Bonaparte, 
meanwhile, is conducting the song with relish.  As the 
singers reach the climactic line, the top of the cake tears 
open and out pops Johnny Paradise.  Aiming his machine 
gun at Spats and his henchmen, he starts blazing away.

Under the table, Joe and Jerry cringe.

Little Bonaparte winces, turns down the volume of his 
hearing aid he canít stand loud noises.

Spatsí four henchmen have slumped across the table.  Spats 
is clutching his chest.

			SPATS
			Big joke!

His eyes close, and he starts to slip out of his chair.

Under the table, Joe and Jerry react as Spatsí body comes 
sliding toward them, feet first.

			JOE
			Letís get out of here.

He grabs Jerry, pulls him out from under the table.

The delegates, who are watching Johnny Paradise scramble 
out of the cake, are momentarily off guard as Joe and Jerry 
streak across the darkened banquet room toward the 
pantry door.

			BONAPARTE
			Get those two guys!
	
Four of the officials rush into the pantry after Joe and Jerry.  
At the same time, the main door opens, and Mulligan 
strides in.  Standing in the corridor behind him are several 
frightened waiters.  Mulligan switches on the lights, looks 
down at the five corpses.

			MULLIGAN
			What happened here?

			BONAPARTE
			(blandly)
			There was something in that cake
			that didnít agree with them.

Mulligan crosses to the cake, glances inside, then turns to 
Little Bonaparte.

			MULLIGAN
			My compliments to the chef.  And nobodyís
			leaving this room till I get the recipe!

			BONAPARTE
			You want to make a Federal case out of it?

			MULLIGAN
			(grabs hearing aid,
			yells into mike)
			Yeah!


91.	INT.  LOBBY - NIGHT.					91.

Joe and Jerry bolt out of the rear corridor, go pounding up 
the stairs, followed by two of the officials.  As they 
disappear from sight, CAMERA PANS OVER to the elevator.  
The door opens, and out step Joe and Jerry, wearing their 
wigs and girlsí coats.

As the boys mince daintily toward the front door, they see 
the other two officials coming toward them.  They change 
their course abruptly.  The first two officials come hurrying 
down the stairs.

			FIRST OFFICIAL
			They slipped right through our hands.

			SECOND OFFICIAL
			Donít worry.  We got our guys watching
			the railroad station, the roads, the airport
			they canít get away.

			JERRY
			(to Joe, in a
			hoarse whisper)
			Did you hear that?

			JOE
			Yeah, but theyíre not watching yachts.
			Come on youíre going to call Osgood.

He steers Jerry toward a row of telephone booths near the 
entrance to the ballroom.  There is an easel sign outside 
announcing that Sweet Sue and her Society Syncopators are 
appearing nightly in the Peacock Room, and from inside 
comes the SOUND of MUSIC.

			JERRY
			Whatíll I tell him?

			JOE
			Tell him youíre going to elope with him.

			JERRY
			Elope?  But there are laws conventions

			JOE
			(jerking his thumb
			over his shoulder)
			Thereís a convention, all right.  Thereís
			also the ladiesí morgue.

He shoves Jerry toward a phone booth.  Jerry reaches under 
his coat for a coin, revealing the rolled up trousers of the 
Bellhop uniform underneath.

As he steps into the phone booth, Joe becomes aware of the 
SOUND of sugarís VOICE drifting up from the ballroom.  She 
is singing ďIíM THROUGH WITH LOVE.Ē  Almost despite 
himself, Joe finds himself drawn toward the ballroom 
entrance.


92.	INT.  BALLROOM - NIGHT.					92.

Joe appears in the vestibule at the top of the stairs, looks 
down.

From his point of view, we see Sugar perched on top of the 
piano, bathed in a spotlight.  She is a little drunk, and more 
than a little blue, and she is singing the lyrics with 
heartbreaking conviction.

Joe, watching her from the landing, is deeply moved.  
Slowly, he starts down the steps.

One the bandstand, Sugar is winding up the torchy ballad, 
when suddenly Joe steps into the spotlight.  Without a word, 
he takes her in his arms, kisses her.

			SUGAR
			(shocked)
			Josephine!!

Nearby, Sweet Sue is watching open-mouthed.

			SUE 
			(screaming)
			BIENSTOCK!

Bienstock, who is standing near the reservation desk, turns 
and peer myopically toward the bandstand.  At the same 
time, two of the convention officials come up behind him.

			SECOND OFFICIAL
			(pointing)
			Hey thatís no dame!

He and his companion rush toward the bandstand.

On the bandstand, Joe is brushing a tear away from 
Sugarís cheek.

			JOE
			(in a male voice)
			None of that, Sugar no guy is worth it.

He catches sight of the two officials bearing down on him, 
leaping from the bandstand, shoulders his way through the 
couples on the dance floor.  With the two officials on his 
heels, Joe gallops up the stairs.

On the bandstand, all is confusion, as the girls stop playing 
and stand up.  Sugar is staring after Joe in complete 
bewilderment.

			SUGAR
			Josephine???

Suddenly it dawns on her that kiss!  Her eyes widen, her 
hand flies to her mouth, and she looks with growing 
comprehension at the bracelet on her wrist.


93.	INT.  LOBBY - NIGHT.					93.

Jerry is just stepping out of the phone booth when Joe 
bursts out of the ballroom entrance.

			JERRY
			Itís all fixed!  Osgood is meeting us
			on the pier

			JOE
			Weíre not on the pier yet

He grabs Jerry, and they take off across the lobby, as their 
pursuers appear behind them.

The boys head for the front door, but finding their way 
blocked by the other two officials, they reverse their field 
and hotfoot it toward the rear corridor.  The four officials 
converge on their trail.

Joe and Jerry charge down the rear corridor, go skidding 
around the corner.  As the officials come tooling after them, 
two ambulance attendants round the turn in the corridor, 
pushing a wheeled stretcher.  On the slap is a boy, covered 
with a sheet that hangs down the sides, and sticking out 
from the end of the sheet are a pair of spat-covered shoes.  
The four officials make way for this grisly cargo, then 
resume the chase.

As the ambulance attendants wheel the stretcher toward 
the lobby, the trailing sheet lifts up, and Joe and Jerry, who 
have been clinging to the under-carriage, hop out.  They 
tear across the lobby and scoot out the front door.

DISSOLVE TO:


94.	EXT.  PIER - NIGHT.					94.

Osgood is waiting impatiently on the pier.  He hears 
something, looks off toward the beach.

Jerry and Joe, still wearing their wigs and girlsí coats, come 
scrambling down the steps, race across the planking 
toward the pier.

On the pier, Osgoodís face lights up.  Jerry comes puffing 
up the stairs, followed by Joe.

			JERRY
			This is my friend Josephine sheís
			going to be a bridesmaid.

			OSGOOD
			Pleased to meet you.

			JERRY
			(grabbing him)
			Come one!
		
He practically drags Osgood down the stairs leading to the 
motorboat.

			OSGOOD
			(over his shoulder, to Joe)
			Sheís so eager!

Swooping down from the beach on a bicycle comes Sugar, 
pumping like mad.  The bicycle bounces down the steps, and 
Sugar pedals across the planking, sounding her HORN.

Osgood and Jerry have settled themselves in the front seat 
of the motorboat, and Joe is getting into the rear seat when 
he hears the SOUND of the bicycle HORN.  He looks back.  
Osgood starts the motor.  Sugar comes racing up the stairs 
tot he pier, leans over the railing.

			SUGAR
			(calling down)
			Wait for Sugar!

She hurries toward the other staircase.

In the motorboat, Osgood turns to Jerry.

			OSGOOD
			Another bridesmaid?

			JERRY
			Flower girl.

Sugar comes charging down the stairs, starts to get into the 
rear seat beside Joe.

			JOE
			Sugar!  What do you think youíre doing?

			SUGAR
			I told you Iím not very bright.

			JERRY
			(clapping Osgood
			on the back)
			Letís go!
	
The motorboat takes off with a ROAR.


95.	EXT.  MOTORBOAT - NIGHT.				95.

	In the back seat, Joe is removing his wig and coat.

			JOE
			You donít want me, Sugar Iím a liar and
			a phony a saxophone player - one of
			those no-goodnicks youíve been
			running away from

			SUGAR
			I know.
			(hitting her head)
			Every time!

			JOE
			Do yourself a favor go back where the
			millionaires are the sweet end of the
			lollipop not the cole slaw in the face
			and the old socks and the squeezed-out
			tube of toothpaste

			SUGAR
			Thatís right pour it on.
			(twines her arms
			around his neck)
			Talk me out of it.

She kisses him resoundingly, bending him over backwards 
till they are both practically out of sight.

Up front, Osgood is blithely steering the boat, keeping his 
eyes straight ahead.  Jerry is looking over his shoulder at 
the activities in the back seat.

			OSGOOD
			I called Mama she was so happy she
			cried she wants you to have her
			wedding gown itís white lace.

			JERRY
			(steeling himself)
			Osgood I canít get married in your
			motherís dress.  She and I weí not
			built the same way.

			OSGOOD
			We can have it altered.

			JERRY
			(firmly)
			Oh, no you donít!  Look, Osgood Iím
			going to level with you. We canít get
			married at all.

			OSGOOD
			Why not?

			JERRY
			Well, to begin with, Iím not 
			a natural blonde.

			OSGOOD
			(tolerantly)
			It doesnít matter.

			JERRY
			And I smoke. I smoke all the time.

			OSGOOD
			I donít care.

			JERRY
			And I have a terrible past.  For three
			years now, Iíve been living with a
			saxophone player.

			OSGOOD
			I forgive you.

			JERRY
			(with growing desperation)
			And I can never have children.

			OSGOOD
			Weíll adopt some.

			JERRY
			But you donít understand!
			(he rips off his wig;
			in a male voice)
			Iím a MAN!

			OSGOOD
			(oblivious)
			Well nobodyís perfect.

Jerry looks at Osgood, who is grinning from ear to ear, 
claps his hand to his forehead.  How is he going to get 
himself out of this?

But thatís another story and weíre not quite sure the 
public is ready for it.

FADE OUT


THE END