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      W H I T E   S Q U A L L

      by Todd Robinson

      Revised First Draft

      October 31, 1994

      --------------------------------------------------------------

      FADE IN:

      SUPER:  A TRUE STORY - MYSTIC HARBOR CONNECTICUT 1994

      CREDITS OVER

      Wind on the water.  Soaring gulls and sand pipers glide
      over the pilings and sagging bulkheads.

                               OLDER CHUCK (V.O.)
                Though I hadn't seen or spoken to
                Sheldrake in over thirty years, it
                seemed impossible that his heart was
                the thing that had finally failed
                him...


      INT.  LATE MODEL CAR - SAME

      CHUCK GIEG, 49, thin, windswept and handsome, is behind
      the wheel.  He pulls down a narrow cobble stone street
      that leads to the wharf.

                               OLDER CHUCK (V.O.)
                I never got close to him, nobody
                did.  But by the time we made Tampa,
                I was sure I knew who he was, that I
                understood what he saw, what
                nourished his soul and tested his
                faith...


      EXT.  WHARF - DAY

      Chuck stares out across the harbor.  In the distance, the
      echoes of singing masts.  Shrouds and canvas softly ping.
      The small boats of Mystic tug restlessly at their
      moorings.

                               OLDER CHUCK (V.O.)
                He had taken us to worship, where,
                what was for him, the holiest of
                holies.  And, for us too by the
                end...


      EXT.  DOCTORS OFFICE - LATER

      Chuck stands silently on the periphery of a gathering of
      people.  They surround a small building, a neighborhood
      clinic.  A worn gray stone, long in the earth, dedicates
      the structure.

               IN MEMORY OF NATALIE "ALICE" SHELDRAKE M.D.,
                CAPTAIN'S WIFE AND SHIP'S SURGEON OF THE
                   BRIGANTINE ALBATROSS - MAY 2, 1961

      Next to the stone a funeral urn.  A YOUNG MINISTER gropes
      for meaning.

                               MINISTER
                I didn't know Richard Sheldrake
                personally, but his many friends who
                knew and worked with him, wanted to
                make sure that he was returned home,
                here, to be remembered with his
                beloved wife...

      Chuck gazes out at the sleepy harbor, the minister's voice
      fading away.  The afternoon wind is coming up with the
      tide.  He quietly heads towards the water.  Drifting,
      drawn, lost.

                               OLDER CHUCK (V.O.)
                Though he had moved on with his
                life, now even for the years, to
                hear him eulogized by strangers,
                seemed strange.  He had been a
                hewner of stones, a pilot by the
                silent stars.  Like me, alone among
                many.  But most of all for us, the
                crew of the brigantine Albatross, he
                was always and would forever be...
                our Skipper.

      A SHIP'S BELL turns him around.  Ding ding.  Ding ding.  A
      beautiful three masted schooner steady on the water slips
      into port.  A picture out of another time, another place.
      It takes him away...

                                                  DISSOLVE TO:

      EXT.  FOREST - WATER TOWER - DAY

      A towering monolith, surrounded by tall oaks and
      sycamores.  The tower is immense.  A single ladder runs up
      to the top.

      AT THE TOP

      Just above the tree tops, the view is spectacular.  CHUCK
      GIEG, 16, sits thin and unsteady.  Chuck's gaze is drawn
      upward -- to the building spring cumulus clouds.  Chuck's
      older brother WILL, 18, stout, self assured, pulls himself
      to the top.

                               WILL
                You gonna jump?  Or are you just
                having a last look?

                               CHUCK
                I was just thinking that I never had
                a new pair of shoes till I was
                twelve.

                               WILL
                It's no my fault I was born first.
                Besides, nobody ever sent me on an
                eight month vacation, so ease up on
                the sad sack stuff.

                               CHUCK
                It's not a vacation, it's private
                school.

                               WILL
                I thought this was your dream come
                true.

                               CHUCK
                That's not why he's sending me.

                               WILL
                Why then.

                               CHUCK
                Because it looks good.

      Chuck looks out, yearning.  Will considers him, troubled.

                               CHUCK
                I'm just not like you.  Ya know?
                I'm never going to go to Yale.  I'm
                never going to be "William".

                               WILL
                Nobody says you have to be like me.

                               CHUCK
                He does.

                               WILL
                You don't give him enough credit
                Chas.

      Chuck takes a last look at the building clouds.  The sky
      rumbles.  Distant thunder.

                               WILL
                We better go.


      EXT.  GIEG HOUSE - DAY

      Maple street, USA, tree lined and quaint.  The Gieg home
      is a modest two story house with a covered porch.  The
      family station wagon is poised for departure.  CHARLES,
      45, a generally serious man broods as MIDDY, their mother,
      40, soft and thoughtful, exits the house.  Chuck and Will
      appear from the woods.

                               CHARLES
                        (ticked)
                You plan on making this plane or
                not?

                               WILL
                Don't take any wooden nickels
                Kemosabe.

                               CHUCK
                I won't.

      Will shoves out a hand at Chuck.

                               WILL
                And lighten up will ya.

      Chuck hugs him anyway and walks to the passenger side.
      Charles tosses him the keys, like he's doing him a big
      favor.


      INT.  CAR - DAY

      Chuck sits in the drivers seat.  Middy is in the back.
      Charles slams the trunk and gets in.  Before Chuck turns
      the ignition...

                               CHARLES
                Now just take it easy.  We're not
                going to a fire.

      Chuck reacts.

      OUTSIDE

      Will watches as the car pulls away.

      CAR - MOVING

      The Giegs drive in silence.  Middy reads from a brochure.

                               MIDDY
                Honey, did you know that the
                Albatross was captured by the
                Germans during World War II?

                               CHUCK
                No, I didn't.

                               MIDDY
                It says she was originally Schooner
                rigged, but Captain Sheldrake turned
                her into a brigantine.  I think
                square rigs look so much more
                romantic.

                               CHUCK
                Me too.

                               CHARLES
                Appearances aren't everything.  Keep
                your mind on the road.

      Chuck pulls over to the side of the road.

                               CHARLES
                What are you doing?

      Chuck hands him the keys.

                               CHUCK
                I don't feel like driving.  Okay?

      Charles regards him oddly.


      EXT.  AIRPORT GATE - DAY

      The National Airlines Boeing 707 is bigger than anything
      Chuck has ever seen.  Passengers begin boarding.  Charles
      stands away, detached.

                               MIDDY
                Do you have your ticket?

                               CHUCK
                Yes.

                               MIDDY
                Passport?

                               CHUCK
                Look, I just better go.

      Middy hugs her son.

                               CHUCK
                Goodbye Mom.  I'll be okay.

                               MIDDY
                I know you will.

      Chuck faces his dad.

                               CHARLES
                Make us proud.

                               CHUCK
                Yes sir.

      Charles extends his hand.  They shake.  Then Chuck hurries
      away into the crowd.  Charles and Middy watch until he is
      out of sight.


      INT.  PLANE - DAY

      Chuck settles into his seat next to the window.  He
      watches as the world slips away beneath the wings of the
      707.


      EXT.  AIRPORT CUSTOMS - BERMUDA - DAY

      Another world.  Chuck stands in line at the customs booth.
      He cranes his neck to see the brilliant blue water and
      coral reefs beyond the runway.

      Three other boys are ahead of him in line.  The CUSTOMS
      AGENTS go through every piece of luggage.  TOD JOHNSTONE,
      16, thin and blonde, is in a heated argument with one of
      the agents about his spear gun.

      RICK MARCH, 17, wise-cracking and confident, shakes his
      head, smiling.  He spots Chuck, moves through the line and
      shoves out a hand.

                               RICK
                Albatross?

                               CHUCK
                Yeah.

                               RICK
                Rick March.  Who the hell are you?

                               CHUCK
                Gieg, Chuck.

                               RICK
                Look, meet us out front when you're
                through.  If they try to take
                anything away from you like Johnny
                Quest up there, just make a list and
                we'll have 'em send it down to the
                boat.

                               CHUCK
                Whatever.

      One of the agent starts pulling things out of Rick's
      duffel bag.  He finds a dive knife.

                               RICK
                Hey, hey!!  That's my stuff!!


      EXT.  AUSTIN CAB - MOVING - DAY

      The car whizzes through the narrow streets of Bermuda.
      CALYPSO MUSIC sings from the radio.  The streets are lined
      with small coral houses and exotic palms.


      INT.  CAR - SAME

      The boys are jammed inside with their things.  In addition
      to Chuck, Rick and Tod, is CHARLIE STRATTON, also sixteen.

                               TOD
                Well Ricky boy, spear gun or no,
                it's sweet to be back in the world
                of rum and honey.

                               RICK
                I gotta admit I never thought you'd
                be back after the great "Bowsprit
                Affair".

                               TOD
                Me and Skipper had a meeting of the
                minds.

                               CHARLIE
                How's that?

                               TOD
                I begged.

                               CHUCK
                        (warming a little)
                What the "Bowsprit Affair"?

                               RICK
                Well, Romeo here was on harbor watch
                and managed to sweet talk one of the
                local girls to have a go in the
                bowsprit.

                               TOD
                Not just any 'local' girl.

                               RICK
                The 'local' mayor's 'local'
                daughter.

      Tod smiles, reminiscing.

                               CHARLIE
                Thing is, the net in the basket
                isn't very comfortable, so Tod-o
                wraps them up in the jib.  After the
                deed was done...

                               RICK
                He says they did the deed...

                               TOD
                Trust me, we did the deed.

                               CHARLIE
                After the "alleged" deed was done,
                they fell asleep.  Big Daddy Lawford
                comes on deck at four bells and
                hears Casanova sawing logs.

                               TOD
                Believe me, I needed the rest...

                               CHARLIE
                He gets the whole crew on deck, gets
                us on the halyard, and orders the
                old "heave ho...".

                               RICK
                Up goes the jib and out roll Tod-o
                and the mayor's daughter, naked as
                pilot whales...

                               CHARLIE
                        (to Tod)
                I don't know who was more surprised,
                you or Big Daddy.

                               TOD
                To tell you the truth, I think it
                was her father.

      At the top of a hill, the harbor comes into view.

                               RICK
                Well gentlemen, there she is.

      The cab stops.  Besides many colorful fishing boats, is
      the ALBATROSS.  At ninety-two feet, she dwarfs everything
      in the harbor.  Her white hull glows like ivory and her
      twin masts and yard arms tower above her deck.
      Breathtaking.

                               CHARLIE
                Home sweet hell on the water.


      EXT.  DOCK - DAY

      The boys pile out of the taxi.  What seemed like a
      pristine ship from the hill looks like a rust bucket up
      close.  The white paint is streaked and barnacles cover
      the hull.  Looks of disappointment.

                               CHUCK
                What happened to it?

      A voice from behind turns Chuck.

                               BILL
                She cleans up.  We'll have her ship
                shape before we shove off.

      This is BILL BUTLER, 15, removed, the youngest of the crew
      and... first mate.  Bill gives Chuck a friendly slap on
      the back and climbs aboard.  He is greeted by a Viking
      giant of a man, LAWFORD, 37, and bearded, the ship's
      English professor.

      Puffing on a huge Havana cigar, he stares coolly down at
      Tod and the others.  He speaks with the voice of Moses.

                               LAWFORD
                "That this same child of honor and
                renown, This gallant Hotspur, this
                all praised knight, And your
                unthought-of Harry chance to meet.
                For every honor sitting on his helm,
                Would they were multitudes, and on
                my head.  My shames redoubled!  For
                the time will come...

      Chuck feels something and looks up where he meets the
      intense stare of a man standing between the deck cabins.
      Their eyes lock.

                               LAWFORD
                ... That I shall make this northern
                youth exchange, his glorious deeds
                for my indignities."

      Then, the man is gone.  Haunting.  Only Chuck has seen
      him.  Tod smiles back at Lawford impishly.

                               TOD
                Would you be addressing me, sir?

                               LAWFORD
                I would.

                               RICK
                What's that supposed to mean?

                               LAWFORD
                        (beat)
                Henry the IV part I Act I Scene ii.
                I suggest you read it.

      Lawford sneers and walks away.  It's all a show.

                               CHARLIE
                It means Shakespeare.  B-o-r-i-n-g.

                               BILL
                It means if he catches anybody
                basket-napping on watch this
                passage, he's gonna use their lizard
                for 'cuda' bait.

                               RICK
                        (lightly)
                Well that's a hell of a how-do-you-
                do.

                               BILL
                Drop your gear, go below and pick
                yourself some bunks.

      Chuck and the others climb aboard.


      INT.  MAIN CABIN - DAY

      Chuck makes his way down the companionway into the main
      cabin.  Other crew members are already unpacking.

      The sleeping arrangement is Pullman-style with two rows of
      bunks on each side of the cabin.  In the middle of the
      room is a gimbaled table.  This is where the crew will eat
      and study.

                               RICK
                Listen up.  This is Chuck Gieg.

      Among the crew -- feature ROBIN WEATHERS, 16, a cherub
      with soft puffy cheeks and TERRY LAPCHICK, 17, skinny and
      rodent-like.

      Robin approaches with a hand extended.  He carries a 8x10
      photo of a young man in a football uniform.

                               ROBIN
                I'm Robin.

      Chuck regards the photo.

                               ROBIN
                        (flat)
                That's my brother.  He's dead.

      Apprehensively Chuck shakes and retreats to a lower bunk.
      Robin tacks up the picture above his bunk.  Terry unpacks
      in front of one of the lower berths.

      A loud "THUD!" turns everyone around.  A duffel bag lies
      at the bottom of the companionway.  A large imposing
      figure climbs into the cabin.

      This is JOHN GOODALL, 17, over six feet, big and broad.
      His hair is slicked back "Dean" style and wears a full
      day's growth of bread on his face.  Compared to the
      others, he looks all man.  Everybody clears from his path.
      He stops in front of the lower, center bunk (Terry's bunk)
      and drops his bag.

                               JOHN
                I'll take this one.

                               TERRY
                You probably didn't notice, but this
                bunk has been taken.

      John just glares at him, then dumps all of Terry's things
      onto the blanket on the bunk, gathers it up and tosses it
      into the remaining upper berth.  Terry watches,
      intimidated.

                               JOHN
                Anybody gotta problem with that?

                               RICK
                        (beat)
                Absolutely not.

      John climbs into his bunk and closes his eyes.  Bill
      enters, followed by several adults.

      DR. ALICE SHELDRAKE, 30, smart, attractive and tough, is
      ship's surgeon and Skipper's wife.  Lawford appears with
      GEORGE PASCAL, 30's from Brazil, dark, and fit.

                               BILL
                Alright, listen up.  This is Dr.
                Alice Sheldrake.

      The guys stumble over only half listening.

                               ALICE
                I'm ship's surgeon.  I'm in charge
                of aches, pains, biology, math and
                science.

                               BILL
                George Pascal here is ship's cook.

                               GEORGE
                If you want to keep all your
                fingers, stay the hell out of my
                galley unless you're invited.

                               BILL
                Some of you already know Mr.
                Lawford.

                               LAWFORD
                I have been charged with the dubious
                task of insuring your literary
                education.

      Lawford puts a hand on Bill's shoulder.

                               LAWFORD
                Bill Butler is your first mate.  But
                don't let his size fool you.

      Bill gives a half reluctant wave.

                               MIKE
                So when the hell do we get to meet
                El Capitan?

      Snickering.

                               TERRY
                        (aside)
                Maybe he's getting his wooden leg
                waxed.

      Laughter.  A sound stops the laughter.  Almost on cue, the
      sound of slow methodical footsteps, pace the deck above
      them.  Then a shadow falls across the skylight, blocking
      the light.  Ominous.  They all notice and look up.

                               LAWFORD
                        (mysterious)
                You'll meet him.  Soon enough.


      INT.  MAIN CABIN - SUNRISE

      Dawn glows orange in the skylights above the cabin.  The
      only sound is the heavy, even breathing of slumber.
      Suddenly, a booming voice rumbles down the companionway.

                               LAWFORD (O.S.)
                Arise, Arise, Arise...

      Chuck wakes, disoriented.  Terry bolts upright and hits
      his head on the low ceiling.  Ouch.

      Tod, Rick and Charlie are up instantly.  Lawford's voice
      echoes through the ship.

                               LAWFORD (O.S.)
                Exultation is the going/ Of an
                inland soul to sea/ Past the houses/
                Past the headlands/ Into deep
                Eternity/ Bred as we, among the
                mountains/ Can the sailor
                understand/ the divine intoxication/
                of the first league out from land?
                        (pause)
                But I suppose we'll answer that
                question soon enough gentlemen.
                Soon enough.

                               TERRY
                What question?

      Chuck tries to assimilate Lawford's words.  Robin swings
      his feet over the side of his bunk with a tortured look.
      John rolls over and pulls his pillow over his head.

                               ROBIN
                        (foggy)
                What the hell is going on?

                               CHUCK
                Maybe it's an air raid.

      In crisply pressed shorts and shirt, Bill Butler steps
      through the aft bulkhead.  He raises a bowswain's  whistle
      and blows.  OOOWWWEEEEOOO!!!!  Chuck and Robin grab their
      ears.  It's a nightmare.  Terry jumps and hits his head
      again.

                               BILL
                Roll out sailors!  All hands on
                deck!  Sixty seconds.  Sixty
                seconds.

      He blows the whistle again.  This time it brings even John
      to his feet, staring down at Bill in a blind rage.  Bill
      looks up and casually notices him.

                               BILL
                You gotta problem Goodall?

                               JOHN
                You blow that thing again I'll shove
                it so far up your ass, you're gonna
                need dental floss to get it out.

                               BILL
                Just get on deck.

      Bill turns and disappears topside.


      EXT.  DECK - DAWN

      The sun has barely cracked the horizon as the crew
      staggers onto the deck, shirtless and shivering.

                               BILL
                Line up!  Single file.  Single file.

      The crew lines up.  John is the last one through the hatch
      and he lets us know his boundaries are being pressed.

                               BILL
                Everybody swims.

      The boys are aghast.

                               LAWFORD
                Don't think people, just go!  Go,
                Go, Go, Go, Go!!!  Swim you win,
                stay you pay!!

      Rick is the first one through the gunnel door, followed by
      Tod and Charlie.  They howl and scream as they hit the
      water.  The rest follow like lemmings.  But John stands
      defiantly with his arms folded.

                               BILL
                Now what's the problem, Goodall?
                Everybody swims.

      The crew are piling back on deck.  George stands in the
      open galley door.  The smell of fresh bacon is
      intoxicating.

                               JOHN
                I don't.

                               LAWFORD
                You will if you wanna eat.  Right
                George?

      George nods, wielding a butchers knife.  The crew stand
      shivering, waiting on John.

                               JOHN
                        (to Bill)
                You gonna swim for your breakfast?

      Bill gives John a long look then strips to his shorts,
      swings into the rigging and climbs up to the first yard
      arm.  He looks down at the water some twenty-five feet
      below.  It's a long way.  Robin turns away.

      Lawford booms in a voice that echoes across the harbor.

                               LAWFORD
                "Down, down beneath the deep, That
                oft in triumph bore him, He sleeps a
                sound and peaceful sleep, With the
                salt waves dashing over him." --
                Lord Byron gentlemen.

      With that Bill leaps and hits the water with a huge
      KERSPLASH!  He swims to the boarding ladder, pulls himself
      up and gets in John's face.

                               BILL
                Everybody swims.  Now, I've been in
                twice.  So I guess I'll be eating
                your breakfast too.

      John considers him, then strips off his shirt.  But
      instead of walking over to the gunnel door, he jumps into
      the ratlines, climbs to the foretop and looks down.

      He manages a thin smile then climbs to the second set of
      ratlines past the third yard and continues to the top yard
      arm -- the topgallant.  It's a pissing contest and
      everybody knows it.

                               MIKE
                I got five bucks says he doesn't.

                               CHRIS
                I got five that says he doesn't
                live.

                               TOD
                I'll take a dollar of that.

                               ROBIN
                This is crazy!

      Robin refuses to watch.  The others share a look.

      John makes his way along the foot ropes and stands at the
      end of the yard.  He tosses a look towards Bill but with
      no way to back down, he launches into the air.  Everyone
      gasps as he thunders through the air in a broad swan dive.
      Falling, falling, falling...

                               CHUCK
                Jesus.

                               ROBIN
                I can't watch this.

      John hits the water like a bullet.  The crew run to the
      side waiting for him to come up.  Nothing.  Finally, he
      breaks the surface.  Easy.  He climbs up waiting, somehow,
      to claim victory.

      Suddenly, they all feel it.  A presence.  He has appeared
      silently on top of the Chart House, like a phantom gazing
      down at them, back lit by the sun the boys must squint to
      see him.

      RICHARD SHELDRAKE, (SKIPPER), ageless and windswept,
      casually reaches up to a block and tackle with one arm and
      glides to the deck.  He is powerfully built and bronzed
      from the sea and sun.  He carriers the burden of command
      like a cross.  Soft-spoken and remote, he is a man to be
      reckoned with.  The crew know they are in the presence of
      someone larger than life.

                               BILL
                Skipper on deck!

      The crew line up clumsily.  Skipper has a gaze that blazes
      right through them.

      He looks out to sea.  Searching, ominous.  He waits until
      the silence is filled with everyone's attention.

                               SKIPPER
                You know what's out there?  Wind and
                wave and rain.  Endless glassy pools
                that'll hold a sailing ship for
                weeks and then spit her out into the
                eye of the kind of hurricane.  A
                blow that could knock the bridge off
                a battleship.  Reefs and rocks and
                sandbars that'll tear the belly from
                her and enough fog and night to hide
                it all.

      He spits into the water.  The crew sheepishly throw
      glances to the horizon.

                               SKIPPER
                So look out there... and explain to
                me why any man in possession of any
                sense at all, would take on the sea
                with sail?

      Skipper turns his gaze back to the boys.  There is a fire
      in his eyes.  Nobody dare answers.

                               SKIPPER
                Because there's something else out
                there.  It beckons in the wind and
                sings in the shrouds.  Voices.
                Whispering...

      His ear to the wind.

                               SKIPPER
                They're voices of men.  Calling.  Men
                you don't even know.  Men you can't
                even imagine.  It's a seed, a wish,
                that part of you and I that aches to
                be alive, that was banished by
                everything we've ever been taught or
                told.  It's a part of us that can
                only be found on mountain tops and
                deserts, in the deepest caverns,
                smoking battle fields and... across
                oceans.

      He turns back to the sea, dark.

                               SKIPPER
                Out there, is where it all waits.

                               OLDER CHUCK (V.O.)
                He was everything I had expected,
                part Ahab part Queeg and even Bligh.
                He spoke in whispers and answered
                all queries with efficiency and
                directness.  He had gone to sea for
                the first time at fifteen, the same
                age as Bill Butler.  And as he
                looked upon us that first day it
                must have been as though he were
                staring into a mirror.

      Skipper manages a sobering look and climbs on top of the
      chart house.  He pats a small brass sign that is welded to
      the main mast and reads the inscription.

                               SKIPPER
                        (reading)
                "Where we go one, we go all."

      With that, he disappears below.  Nobody moves.  This is
      exactly the kind of man you want around when the shit hits
      the fan.

                               TERRY
                This -- is gonna be a long eight
                months.


      INT.  MAIN CABIN - DAY

      The boys devour a hearty breakfast.  Tod is the 'galley
      slave' and fills glasses with orange juice.

                               TOD
                Chow down boys.  The milk and eggs
                are the first things to go once we
                put out.

      John enters balancing two plates heaped with food.

                               RICK
                You know we gotta dumbwaiter for
                that.

      John looks over to the dumbwaiter mounted in the wall.

                               RICK
                Not that one.  Tod-o here.

      The guys groan.

                               TOD
                Har, har, har...

      John approaches the full table, glaring down at Terry who
      doesn't notice him.  Finally he looks up, startled.

                               TERRY
                I'm done.  I'm finished...

      He scrambles to get up and clear his plate.  John sits
      down without a word.  The others notice the two plates of
      food.

                               RICK
                Hungry, Goodall?

      He just grunts and starts eating.  Robin watches him.

                               JOHN
                What's your problem?

                               ROBIN
                Why'd you jump?

                               JOHN
                Because I felt like it.
                        (sharp)
                What do you care?

                               ROBIN
                        (aside)
                I couldn't do it.

                               JOHN
                Well, as soon as you grow some
                balls, let me know.

      Robin bristles.

                               ROBIN
                Screw you!

                               CHARLIE
                He's right.  It was a stupid stunt.

                               JOHN
                Excuse me?

                               CHARLIE
                You heard me.

      John grabs Charlie by his private parts and hoists him
      into the air.  Charlie gasps, the air sucked from his
      lungs.

                               JOHN
                Don't ever call me stupid.

                               ROBIN
                Come on, he didn't mean anything.

      John shoves Robin to the floor with his free arm.

                               JOHN
                Let me tell you girls something.  I
                do what I wanna do.  When I wanna do
                it.  And I don't give a shit what
                old Ahab up there thinks either.
                Any questions?

      John releases Charlie who crumples to the floor.  John
      resumes eating.

      Bill enters and reads the duty roster.

                               BILL
                Okay, here's the duty.  Gieg,
                Weathers, Lapchick, Schucart:
                scrape and paint.  Corry and
                Stricklin have the brass.  Robinson,
                you're the Galley slave.  March
                you're on chain gang with Barnes.
                Johnston, solo on bilge detail.

                               TOD
                Butler, what'd I ever do to you?

                               BILL
                You came back, Tod.  You came back.

      John continues to eat.  When he realizes his name hasn't
      been called, he looks up to meet Bill's eyes.


      INT.  HEAD

      Pissed, John tries to figure out the head.  Pumps going
      in, pumps going out.

                               OLDER CHUCK (V.O.)
                We were all thirteen individuals.
                We'd arrived the sum total of our
                limited experiences and the result
                of our parents' best, if not narrow,
                expectations...

      John pulls back on the lever, belching "water de le
      toilet" all over him.


      EXT.  SHIP - DAY

      Chuck sits in a bowswain's chair over the side, with a
      paint roller in his hand.  The rust-streaked hull is being
      transformed.

                               OLDER CHUCK (V.O.)
                ... Some of us were there for
                discipline, some for escape.  But I
                could see a small piece of myself in
                all of them and though I fought the
                notion, for me, I knew now, this
                would be home.

      A RADIO crackles in the b.g.

                               ANNOUNCER
                "President Eisenhower today
                acknowledged that a secret American
                spy plane was in fact shot down over
                the Soviet Union.  The pilot has
                been confirmed as Francis Gary
                Powers..."

      Robin, Terry and Mike, are on the deck within earshot of
      Chuck with chisels and wire brushes chipping away at the
      rust.

                               TERRY
                Why couldn't it have been a wooden
                boat?

                               MIKE
                Steel boats don't leak.

      Mike lights up a cigarette.  Robin notices.  Marlboro's.

                               ROBIN
                Hey, can I have one?

      Mike sizes up Robin for a moment then tosses him the pack.

                               ROBIN
                Thanks daddy-o.

      Robin lights up, grimacing with the first drag.

                               TERRY
                Well, don't brush too hard.  Looks
                to me like the only thing holding
                this bucket together is the rust.

      A voice booms up from the dock.

                               FRANCIS (O.S.)
                Ahoy there.

      They turn.  Standing on the dock is FRANCIS BOUTILLIER,
      self important and overbearing, with his son, PHILIP, who
      looks as if this whole ordeal is some kind of punishment.
      Skipper appears.

                               SKIPPER
                Good afternoon.

      Francis boards without being invited.  Philip follows in
      his shadow.  He scrutinizes the condition of the boat.

                               FRANCIS
                Albatross?  Doesn't inspire a lot of
                confidence.

                               SKIPPER
                Oh, on the contrary, the Albatross
                is considered a very good omen.  It
                is said they embody the spirits of
                sailors passed on.  It's very bad
                luck if you kill one.  And dolphins
                too.

      The boys chuckle.

                               FRANCIS
                I'm Francis Boutillier.  This is my
                son, Philip.

                               SKIPPER
                I know.

      Francis looks the Skipper over, reading him, smiling.

                               SKIPPER
                You're a day late.  We keep a
                schedule aboard ship.  Lives depend
                on it.
                        (to Philip)
                Hello, Philip.

                               PHIL
                Sir.

      Skipper's directness bugs Francis.

                               FRANCIS
                Your cable said you wouldn't be
                putting out until mid-October.

                               SKIPPER
                As you can see, there's a lot to do.

                               FRANCIS
                Indentured servitude is not what my
                son had in mind.

                               SKIPPER
                This is a working ship.  Promptness
                is not a luxury, it's a necessity,
                as is the work to maintain her.  Had
                we been ready, I can assure you we
                would have sailed.

      Something in this exchange turns the tone of conversation.

                               FRANCIS
                And I would have expected
                compensation for my time and expense
                coming all the way down here.

                               SKIPPER
                Happily, it all worked out... This
                time.
                        (to Bill)
                Bill, take Philip below and help him
                find a bunk.

      Phil follows Bill down the companionway.

                               FRANCIS
                I'll be frank with you.  This was
                his mother's idea.  A romp through
                the Caribbean on a sailboat sounds
                more like a vacation than an
                education if you ask me.

                               SKIPPER
                It will be more than that, I can
                promise you.

                               FRANCIS
                        (cool)
                Take good care of my son.

      There is threat in his tone.

                               SKIPPER
                We'll do our best.  You're welcome
                to say goodbye.

                               FRANCIS
                He's a big boy.

      Francis leaves the boat.  Skipper and the crew watch as he
      climbs into his waiting embassy limousine and drives off.

                               LAWFORD
                Well, that was neighborly.

                               SKIPPER
                He didn't get to be Under Secretary
                of the Air Force by being
                neighborly.

      Lawford shakes his head.  Bill comes up through the
      companionway.

                               SKIPPER
                Everyone aboard young Bill?

                               BILL
                Yes, Sir.

                               SKIPPER
                Good.
                        (beat)
                Let's go sailing.


      EXT.  ALBATROSS - OPEN WATER - DAY

      The Albatross is under full power.  There is a sense of
      excitement and anticipation.  Charlie, Rick, Robin, and
      Lawford are on the halyard for the mainsail.  Skipper is
      at the helm with Alice and Bill nearby.  Skipper calls
      over to Chuck who stands alone at the rail.

                               SKIPPER
                Come over here and take the wheel.

      Chuck's eyes light up as he walks over and takes the
      wheel.

                               SKIPPER
                Hold her steady into the wind.
                Southwest by west.

                               CHUCK
                Yes sir.

                               SKIPPER
                        (to all)
                Gentleman, when you hear an order,
                sing out.  I want to know that
                you've heard and understand.
                        (quietly to Bill)
                Raise the mainsail.

                               BILL
                        (calling out)
                Raise the main!

      Lawford and his group bellow out.

                               TOGETHER
                Raise the main!!

      Lawford coaches the boys, sending two scurrying on top the
      chart house to loosen the stops which hold the heavy
      furled canvas to the main boom.  He guides another to the
      midships pinrail where the main halyard, which raises the
      huge sail, is made fast to a belaying pin.  He loosens the
      halyard and hands it to Robin.

                               SKIPPER
                Take a turn under the pin and lead
                it out to the others.  You guys in
                the rear take up the slack.  Heave
                together now...

      In a beautiful tenor voice, Bill begins to croon a sea
      chanty, an old whaling song with an Irish lilt.

                               BILL
                        (singing)
                "When the sun came up there was
                whisky in the cup..."

      The more experienced boys echo the line and pull to the
      beat.

                               BOYS
                "When the sun came up there was
                whisky in the cup..."

                               LAWFORD
                Come on the rest of you, sing!  Belt
                it out like men!!

      The newer guys like Chuck, John, Robin and Terry look at
      each other like this is the queerest thing they have ever
      heard of.

                               BILL
                        (singing)
                "Not one of us was a sober..."

      The boys return the verse half heartedly.  Lawford ties
      off his line and stares them down.  Skipper notices that
      the work has stopped.

                               SKIPPER
                What's wrong Mr. Lawford.

                               LAWFORD
                It seems we're short on singers.

      Skipper walks amid ship and addresses the crew.

                               SKIPPER
                Everyone sings aboard a wind jammer
                gentlemen.  It lets everyone know
                you're in sync.  It shows unity,
                that all thoughts are one.  A crew
                that sings together stays together.
                Besides, I like it.  So, pipe up and
                be sailors.

                               JOHN
                        (in a whisper)
                Everybody swims, everybody sings...
                What's next?  Tap dancing?

      Lawford and Rick leap up onto the line pulling it down
      with their body weight.  They sing out the chorus.  The
      crew returns the song, somewhat reluctantly as the great
      mainsail starts to rise.

                               LAWFORD
                Tie it off!!

                               SKIPPER
                        (to Bill)
                Outer.

                               BILL
                Outer Jib!

                               CHARLIE
                        (confused)
                Outta what?

      Coached by Tod, another group in the bow, awkwardly hoist
      the jib.

                               SKIPPER
                        (to Bill)
                We'll bear off to port and run down
                wind.

                               BILL
                Mr. Lawford, stand by to ease the
                mainsheet.  Rick, get on the jib
                sheet.  George, John, Philip, Tim
                and Dick go aloft to unstop the
                forecourse.  George will show you
                what to do.  Tod, show your men the
                forward pinrail and stand ready on
                the buntlines and clewlines.
                Forecourse first... work upward.

      The newcomers watch Bill with new-found respect.  George,
      John and the others climb to the forecourse, and out onto
      the footropes.  It's unsteady work and there's confusion
      everywhere.  But through it all, they continue to sing.

      Lawford moves to the mainsheet on the port side while the
      others move into their positions.  When Bill sees the
      yardarm crew is in place...

                               BILL
                Unstop the squares!

                               YARDARM CREW
                Unstop the squares!!

                               SKIPPER
                        (to Chuck)
                Fall off to port.  Ease her around
                to a heading of northeast.  Sing out
                when you're there.

      As the tops are released, the giant forecourse drapes into
      a scalloped pattern.  As the bow falls off the wind the
      snapping main and jib billow.  Stiffening to the wind, the
      ship heels and surges forward.

      Before her awakening power, everyone changes their stance
      and grabs for a handhold.  Lawford slowly pays out the
      mainsheet while the forecourse crew move up the ratlines
      releasing the stops on the other squaresails.

                               CHUCK
                        (in a whisper)
                Ah... Northeast... sir.

                               SKIPPER
                        (barking)
                Speak up boy!

      Chuck jumps, startled.  He self-consciously calls out.

                               CHUCK
                Northeast sir!

                               SKIPPER
                Unfurl the squares!

      Tod's group first uncleats the clewlines and buntlines and
      the great squaresail drops and billows to fullness sending
      a shudder through the rig.  The bow's wake sizzles with
      the added surge.  As each of the squares fall, Alice and
      Lawford move to their sheets, setting each sail's
      position.

      Chuck looks up, amazed at the sheer magnitude and beauty
      of the canvas that the Albatross carries.

                               BILL
                Raise the inner jib!  Raise the
                forestaysail!

                               SKIPPER
                Watch the tell-tales Chuck.  If we
                jibe now we'll have a lot of people
                in the water.

                               CHUCK
                Yes, sir.

                               SKIPPER
                All stop on the engine.

                               BILL
                All stop on the engine!

      Bill rotates the telegraph handle back and forth and moves
      it to the stop position.

                               SKIPPER
                Behold gentlemen.  The power of the
                wind!

      As the sails billow the Albatross seems transformed.
      Everyone stops and looks up.  The vessel heels and with a
      powerful surge, launches into the waves.  White foam
      splashes over the bowsprit as the hull thunders through
      the water.  Chuck's face is full of wonder.  It is a
      magical moment.  Then the crew begins to cheer.

                               SKIPPER
                Did we lose anybody?

                               ALICE
                Not yet.

      LONG SHOT

      The Albatross under full sail is the handsome, powerful
      image of another time.  And yet, here she is.

      ON DECK

      Each of the boys is awed by the majesty of this moment.
      Music builds.

                               SKIPPER
                Chart us a course for the windward
                side.

      Alice considers his request.

                               ALICE
                That low passed through last night.
                May be a little bumpy out there.

                               SKIPPER
                It's time these boys saw some real
                blue water.


      EXT.  THE OPEN SEA - LATER

      The bow of the Albatross explodes through the top of a
      fifteen foot swell.  The sky is clear but the wind is
      fierce.  In spite of the seas the ship is trimmed and
      sailing well.

      The crew has never seen mountains of water like this.
      Disaster seems imminent.  Bill has assembled them in front
      of the wheel house.  They are all holding on for dear
      life.  Even John seems shaken.  Skipper magically stands
      effortlessly before them on the rolling deck.  He remains
      perfectly dry.

                               SKIPPER
                Well... now that I have your
                undivided attention... I'd like to
                take this opportunity to make a few
                points...

                               TERRY
                        (aside)
                This guy is certifiable...

                               PHIL
                Suicidal...

                               SKIPPER
                The first thing is I don't like
                people talking when I'm talking so
                the two of you, shut up.

      Caught, Terry and Phil button up.

                               SKIPPER
                Second, the next one of you who
                doesn't jump like a bunny when Mr.
                Butler gives an order is gonna spend
                the rest of this trip scrubbing
                bilges.  He's a better sailor today
                than any ten of you will be when
                this is all over.

      Skipper directs the next comment directly at John.

                               SKIPPER
                And if I catch anybody, ever,
                jumping off a yard arm again I will
                personally break what bones are left
                and send you home in a wheel chair.

      A wave explodes over the bow.  A wall of water crashes
      over the deck knocking down several of the boys.  Terry
      can't take it anymore and explodes.

                               TERRY
                We're gonna die!!!  We're all gonna
                die!

      He lunges at Skipper but Lawford one arms him.

                               SKIPPER
                Excellent point.  As you might have
                noticed, being out here pretty much
                puts you in the moment.  If you
                panic, if you lose your head, you
                die.  Maybe you take your mates with
                you.  How'd you like to have to bet
                on Terry here getting us home today?
                Each one of you is responsible for
                the rest.  "Where we go one, we go
                all".  If your buddy is asleep at
                the switch we're all fish food.

      He's making his point which is lost on no one.

                               SKIPPER
                The ship beneath you is not a toy
                and sailing is not a game.  The
                Albatross will take us far
                gentlemen, but she demands constant
                attention.  Respect her, and we'll
                do fine.  Oh, and one more thing.
                There is nothing that goes on, on
                this boat that I don't know about.
                She speaks to me in the night.  So
                don't test me.  Not even a little.

      Skipper walks over and puts an arm around Terry who is
      fighting sobs.

                               SKIPPER
                Nothing like experience to put
                things in perspective.  Huh son?
                        (to Bill)
                Alright.  Let's go home.


      INT.  CHART HOUSE - DAY

      Lawford addresses some of the crew.  Chuck, Robin and John
      are among them.  John glares at Lawford.  The guys giggle.

                               LAWFORD
                That's not a satisfactory answer.

                               JOHN
                Look, save it for somebody else will
                ya.  This ancient shit doesn't have
                anything to do with me.

      Lawford pauses for a moment and then explodes
      theatrically.

                               LAWFORD
                Shit?!!!

      He slams a text book into John's hands.

                               LAWFORD
                Read for me please the words of Mr.
                Keats at the bottom of the page.

      John stares back, simmering.  Robin interrupts the
      potential confrontation and reaches for the book.

                               ROBIN
                I'll read it.  I mean I don't mind.

                               JOHN
                Shut up donut.

      John pushes Robin's hands away and studies the page for a
      moment.  He begins reading but struggles with the cadence.

                               JOHN
                        (reading)
                Much have I traveled in realms of
                gold/ And many goodly states and
                kingdoms seen/ Round many western
                islands have I been/ Which bards in
                fealty to Apollo hold/ Oft of one
                wide expanse had I been told/ That
                deep-browed Homer ruled as his
                demesne.

                               LAWFORD
                You know what he is talking about
                here?

      Blank faces.

                               LAWFORD
                        (ranting)
                Awe.  Humility.  He's telling you
                that he has traveled the seas as
                Homer did.  As Ulysses had before
                him as he tried to find his way home
                to Ithaca after the Trojan Wars.
                "That deep browed Homer"...

      He points to his head.

                               LAWFORD
                Brilliant, seasoned, wise, of the
                mind; "... ruled as his demesne."
                He commands the voyage of the
                imagination, like a god.
                        (pause)
                That is what one of the greatest
                literary minds of modern times, Mr.
                Boutillier, has to say about Homer.

      He snatches the book back.

                               LAWFORD
                You think the Odyssey is dull?  I'll
                tell you something, it's about each
                one of you -- right now.  Doubt and
                expectation.  Friendship, community,
                self sacrifice and accountability.

      He holds up the text.

                               LAWFORD
                This isn't just a story!!  It's
                history made allegory.  It is a
                philosophical handbook for life!  It
                holds the secret of this very
                voyage.

                               JOHN
                What is it... the secret?

      Lawford breaks into a huge belly laugh.

                               JOHN
                        (confused)
                What?

                               LAWFORD
                If it were only that simple, my
                young friend.  Read on, gentlemen.
                Read on.


      EXT.  ALBATROSS - ESTABLISHING - DAY

      Aerial shot.  The Albatross is under full sail leaving
      Bermuda for the last time.

                               OLDER CHUCK (V.O.)
                And so it was the Albatross that
                took to the open sea with the wind
                in her snapping canvas and a bone of
                white foam in her teeth... In each
                of us were feelings of anticipation
                and hesitation for the man at the
                wheel and of the unfamiliar world he
                was leading us into.

      She crashes through the surf -- driving, majestic music,
      building.

      DECK - DAY

      The crew hauls in the line, raising the mainsail.  Chuck
      struggles to coil the rope as fast as it is coming in.

      ALOFT

      The crew take turns racing up the ratlines into the
      rigging.

      BOWSPRIT NET

      The crew pull down the jib trying to furl it.  Most of the
      sail ends up dragging in the water.

      ABOVE

      The squaresails are dropped simultaneously.

      WIDE

      White foam boils from the bow of the Albatross as she
      crashes through the waves.

      AT THE WHEEL

      Alice smiles and puts her arms around Skipper's waist.
      It's coming together.

      FORETOP - SAME

      Skipper stands at the rail, looking out.  The seas are up
      and the masts are pitching widely from side to side.

      Chuck is high above the deck in the footropes, wrestling
      with one of the squaresails.  The pitching mast catches
      him by surprise and he slips.  He tumbles down, tangled in
      the lines.  A rope wraps around his neck, choking him.
      Robin looks up and sees him hanging helplessly.

                               ROBIN
                Bill!!  Skipper!!

      Robin freezes.  Skipper leaps into the rigging like a
      spider and, in a few seconds, wrestles Chuck free and
      carries him down to the deck.  Chuck coughs, catching his
      breath.  The color is gone from Skipper's face.  This was
      a close call.

                               SKIPPER
                You all right?

                               CHUCK
                It was my fault.  I slipped.

      Alice examines Chuck, making sure he's okay.  Skipper
      turns to Robin, who is shaken.  He never raises his voice.

                               SKIPPER
                Why didn't you go up there?

      Robin stands silently.

                               SKIPPER
                Speak up.

      Still nothing from Robin.

                               CHARLIE
                He's afraid to climb.

                               SKIPPER
                What?
                        (to Robin)
                Is that true?

      Robin looks away.

                               SKIPPER
                Why wasn't I made aware of this
                Bill?

                               BILL
                I didn't know sir.

                               SKIPPER
                It's your job to know.  If something
                goes wrong up there, the other
                eighteen people aboard can't be
                wondering if he's gonna do his job
                or not.

      Skipper returns his gaze to Robin, measuring him.
      Finally.

                               SKIPPER
                Swing up, son.

                               ROBIN
                        (trembling)
                What?

                               SKIPPER
                Up you go.  Right now.

      Robin reluctantly pulls himself up onto the first rung,
      then the second.  He stops and steals a peek up.  The mast
      is swaying.  He freezes, his lip starts to tremble.  All
      eyes are on him.  Phil chuckles.

                               SKIPPER
                Do you have something to say?

                               PHIL
                        (smug)
                No.

                               SKIPPER
                Then keep your mouth shut.

      Phil backs off, stunned.  Robin can't move.

                               SKIPPER
                        (to Robin)
                What's it going to be?

                               ROBIN
                I'm sorry...

                               SKIPPER
                Sorry won't cut it.

      Robin holds on frozen.  Skipper turns to the crew.

                               SKIPPER
                Survival means discipline and
                assimilation.  There are no special
                cases here.
                        (to Robin)
                Now, get going.  Get up there.

      Humiliated, a tear slips down his face.  Excruciating.

                               SKIPPER
                What are you blubbering about?

                               ROBIN
                I don't know...

      Skipper jumps onto the backside of the ratlines.  His face
      is but inches from Robin's.

                               SKIPPER
                One hand in front of the other son.
                We'll do it together.

      Robin reaches for the next rung.  He looks down.  Skipper
      growls at him.

                               SKIPPER
                Don't look down.  Look in my eyes!
                Climb!  We'll do it together.

                               ROBIN
                        (sobbing)
                I can't.

                               SKIPPER
                You climb damn it, or so help me
                I'll haul you to the foretop by your
                diaper and leave you there!

                               ROBIN
                Aaauuuhhh!!!

      Skipper gets right in his face and snarls.

                               SKIPPER
                Are you hating this?!  Are you!

                               ROBIN
                I hate you, you son of a bitch!!!

                               SKIPPER
                No.  Hate the fear inside of you!
                Climb like a man mister!  Hate it!
                Hate it away.  Hate your way up one
                more rung!!  Do it right now!!

      With every ounce of strength, Robin reaches for one more
      rung screaming as he reaches.  Skipper climbs and screams
      with him.

                               TOGETHER
                Auuuggghhh!!!!

      Robin clutches the rung with a death grip.  Then, he looks
      down.  His bladder releases.  Hot urine runs down his legs
      and splashes, steaming, onto the deck.  The crew is
      horrified.  Robin weeps.

                               ROBIN
                Oh, god...

      Skipper backs off.

                               SKIPPER
                Don't hate yourself.  Hate your
                weakness.  All right.  Get down.

      Robin climbs to the deck and falls in with the others,
      mortified.

                               SKIPPER
                I'm only gonna say this one time.
                I'm not here to wipe noses and
                asses.  I'm not your mother.  Trust
                funds and blue blazers don't get you
                a thing out here.  You wanna act
                like babies, then get off my boat.

      Stunned, the crew is speechless.  Chuck instinctively goes
      to help Robin.  Skipper snaps like a turtle.

                               SKIPPER
                        (to Chuck)
                He can take care of himself.
                        (to others)
                Any other 'phobias' I need to know
                about?

      Skipper fires a look towards Phil.

                               PHIL
                No, sir.

                               SKIPPER
                Excellent.  Bill, find Mr. Weathers
                a position to suit his condition.

      Skipper turns and then stops.

                               SKIPPER
                Remember something, sooner or
                later... we all have to face it.

                               CHUCK
                        (aside)
                Face what?

      The question hangs in the air like a cloud.


      INT.  CHART HOUSE - DUSK

      The chart house is the communication and navigation center
      for the boat.  It also serves as the officers dining room.
      Skipper, Alice, Lawford, George, and Bill Butler sit
      around the small table sipping coffee.

                               SKIPPER
                We're awfully quiet tonight.

      The group remains silent.  Lawford and George exchange a
      glance.  Skipper catches it.

                               SKIPPER
                Something on your mind, George?

      George looks up and wipes his mouth with a napkin.

                               GEORGE
                I think you were too hard on
                Weathers.

                               SKIPPER
                You do?

                               GEORGE
                Yes.  I do.

      Skipper nods.

                               SKIPPER
                I need to know what I'm working
                with; what their boundaries are.
                Their lives depend on it, and for
                that matter so does yours.  We've
                got to bring them together.  Make
                them a crew.  We're as strong as our
                weakest link and I don't want to
                find that out the hard way.  So, I
                will challenge them and they will
                come together.

                               GEORGE
                        (sarcastic)
                Yes sir.

                               SKIPPER
                You know the best thing about being
                a Skipper is the worst thing.  It's
                all my responsibility.  So I'll tell
                you what George, you stay off of my
                bridge, and I'll stay out of your
                galley.  We'll get along that way.

      Everyone's quiet, but clear.  Skipper and Alice exit.

                               GEORGE
                Fucking bastard.

      Lawford lets out a belly laugh.

                               LAWFORD
                I've seen him snatch the tail of the
                tempest and stuff it, screaming,
                into a bottle.  The bilges are full
                of them.

                               GEORGE
                What do you mean?

                               LAWFORD
                He's been beyond the reach.  To the
                edge of the abyss and back.  He'll
                do well by us all George.  He's a
                real salt.  There's no malice in him
                and there's nothing more dear to him
                than his boys.  So sleep well my
                friend.

      Lawford seductively produces a pair of Havana cigars,
      passes one to George and winks.


      INT.  GALLEY - DUSK

      Robin leans over the sink elbow deep in dishwater watching
      through the cabin window, as the sun slips below the
      horizon.  Chuck stands in the doorway with a plate of
      food.

                               CHUCK
                How ya doing?

                               ROBIN
                        (without turning)
                Fine.

                               CHUCK
                Good.

                               ROBIN
                Look, I appreciate, you know, the
                concern and all, but like he said, I
                can take care of myself.

                               CHUCK
                I just brought you something to eat.

      Robin turns and notices the plate of food and nods.  They
      stand silently.  It's awkward.

                               CHUCK
                I feel like I got you into this.

                               ROBIN
                Forget it.

                               CHUCK
                I'm used to spending a lot of time
                alone.  I guess that's what I
                thought it would be out here.  But,
                it's not is it?

                               ROBIN
                        (beat)
                I'm sorry I left you hanging up
                there.

                               CHUCK
                It doesn't matter.  Really.  I'm
                just sorry you got chewed out.

      Robin nods.  They both stare out at the rising moon.

                               ROBIN
                My brother and I used to climb to
                the top of this old beech tree in
                the back yard and watch the moon
                come up just like this.  My parents
                would fight all the time so we'd
                sneak out there where we couldn't
                hear 'em and recite scenes from our
                favorite movies.

      Robin grows quiet.

                               ROBIN
                Would you believe I miss it?  The
                middle of paradise and I'm homesick.

      Chuck smiles and puts a hand on his back.

                               CHUCK
                        (ironic)
                Well, I wouldn't worry.  It'll all
                be there when we get back.


      EXT.  DECK - DAY

      The sky is dark and a storm is building and the boat rolls
      and pitches.  Chuck sees Terry heaving over the side.
      John and Tod hear the sound and turn.

                               JOHN
                        (disgusted)
                Come on man.  Show a little
                backbone!
                        (to Tod)
                You believe that?!

      Tod is fixated on Terry.  Suddenly, without warning, he
      breaks for the rail and lets fly.

      Phil and Charlie are next.  Chris climbs through the
      companionway but doesn't make it to the side.  Spontaneous
      regurgitation.  Bill and Lawford jump up onto the wheel
      housing to avoid being sprayed.  Suddenly everyone is
      heaving.

                               CHRIS
                Sorry.

                               LAWFORD
                        (to Bill)
                We're gonna have nobody left up here
                to crew.  Better let Skipper know.

      Bill nods and disappears.  John joins Chuck watching the
      events around him.

                               JOHN
                Well Gieg, I'm glad to see I'm not
                the only guy on this boat that can
                take a little rock'n roll.  Bunch of
                wusses, I swear...!

      Chuck watches each of his shipmates.  Then, suddenly, out
      of nowhere -- Projectile vomit all over John.  He looks at
      Chuck, horrified, then he too, cuts loose over the rail.

                               JOHN
                Son of a bitch!!

      Chuck looks at John, furious with himself, and begins to
      laugh.  But after a moment he starts to laugh too.  It's
      infectious, they crack each other up.  Then, in the middle
      of belly laughing, they simultaneously retch again over
      the side.


      INT.  SKIPPER'S CABIN - DAY

      Skipper sits at his desk with some charts spread out in
      front of him.  There's a knock on the door.

                               SKIPPER
                Come in.

                               BILL
                Skipper, uh, the crew is pretty much
                doing group boot over the side.

                               SKIPPER
                Well, that's all part of it.

                               BILL
                We've got weather moving in from the
                west.

      Skipper looks up.

                               SKIPPER
                That's part of it, too.


      EXT.  DECK - DUSK

      Skipper stands at the wheelhouse with Lawford, George and
      Bill, studying the horizon through binoculars.  Dark
      clouds.  Chuck watches Skipper.  Everyone, looking for a
      cue.

                               CHUCK
                That a... storm, Skipper?

      Skipper stays glued to the binoculars.

                               SKIPPER
                Uh, huh.

                               CHUCK
                Would you, um, say it's a big storm?

                               SKIPPER
                Sometimes it gets exciting out here.

                               LAWFORD
                What do you think?

                               SKIPPER
                Barometer's dropping.  The first
                blow'll come from the south.  Might
                get interesting.

                               CHUCK
                Shouldn't we turn away?

                               SKIPPER
                You can't run from the wind son.
                You trim your sails, face the music
                and let the chips fall.  Bill, let's
                close her up, dog, tight.

      Close on hatches and skylights slamming closed and cinched
      tight.

      BELOW DECKS

      Bulkhead doors are closed and cranked down tightly.

      IN THE GALLEY

      Pots and pans crash around.

      IN THE MAIN CABIN

      The cabin doors on the bookcase swing open and dump books
      on top of Alice.  She turns and looks at the mess,
      annoyed.


      EXT.  DECK - SAME

                               SKIPPER
                Furl the squares, reef the main, and
                bend on the storm jib, but keep it
                furled.  Drop everything but the
                inner jib.  I want everybody down
                before we get any lightning.

      Bill bolts forward with Lawford barking orders.  Most of
      the crew are still ill, but climb into the rigging and
      begin dropping sail.

                               GEORGE
                Why's it always happen at night?

      Skipper regards George, annoyed.

                               SKIPPER
                George... I want hot food in
                everybody.  Get to it.

      George returns to the galley.  Alice joins Skipper at the
      wheelhouse handing him foul-weather gear.

                               ALICE
                Looks like weather.

                               SKIPPER
                Yep.

      He slips on a yellow slicker.

                               SKIPPER
                Do me a favor and tell Bill once
                she's dogged down I want everyone to
                break out their slickers and make
                sure their gear is stowed or we'll
                spend the next week sorting
                underwear.
                        (to the others)
                Lawford, Bill, Mike, John, and Phil
                will stand the watch.  Everyone else
                hit the racks.

                               PHIL
                        (impulsively)
                I'm not staying out here.

      Skipper fires off a look that frightens even Phil.

                               SKIPPER
                No.  That's for sure.  Charlie, take
                his place.

      Phil goes below, a little ashamed.  The crew scatters.
      Chuck, still at the wheel, pipes up.

                               CHUCK
                If it's all the same, I'd like to
                stay on deck.

      Skipper regards Chuck, who looks back with both fear and
      eagerness.  Suddenly he sees something in this kid.  Maybe
      himself.  He almost smiles.  Almost.

                               SKIPPER
                Take the wheel.


      EXT.  FORETOP - SAME

      Dark clouds blot out the sky and stars.  Thunder rumbles
      far away.  The seas have built but there's no wind... yet.
      With no steerage, the ship is tossed.

      Tod hangs high above the heaving deck continuing to furl.
      The mast swings from side to side, but the air has gone
      dead calm.  Skipper looks up, anticipating.

                               SKIPPER
                Everyone out of the rigging NOW!

                               BILL
                Everybody down!  ON THE DOUBLE!!

                               TOD
                        (shouting)
                HERE IT COMES!!

      ON THE DECK

      The crew in the rigging scamper down to the safety of the
      deck.

                               SKIPPER
                Bill, on the wheel with Chuck.

      Bill joins Chuck and takes hold of the wheel.  Then it
      hits.

      A wall of torrential rain drums the deck amid a tympany of
      thunder and flashing lightning.  The bow explodes through
      twelve foot swells.  This is what the Albatross was born
      to do.


      INT.  MAIN CABIN - SAME

      It's all the crew can do to stay in their bunks.  Pots
      crash, books and personals go flying.  The guys are
      scared.

      ON DECK

      The main and jib sheets tighten.  Skipper looks at Chuck
      and Bill.  It all comes down to moments like these and he
      loves it.

      Suddenly, there is a loud CRACK!  A violent flapping
      noise.  Skipper leaps to the port and looks forward.  Tod
      comes running back.

                               TOD
                We blew the inner!

                               ALICE
                I'll go.

                               SKIPPER
                Bring it down and run up the storm
                jib.  We'll fix it later.  Stay out
                of reach of the blocks!

      Tod and Alice disappear.

                               SKIPPER
                        (with a twinkle)
                Well, we're in it now.

      Chuck studies him, frightened, but reassured.


      EXT.  BOW - SAME

      The shredded jib and rigging whip violently in the wind.
      The block smashes into the gunnel rail, shattering it.  No
      one dares go near it.  For a moment, it seems to hang
      there seductively.  John, naive of its power, leaps for
      the rail and grabs it.

                               ALICE
                NOOO!!!

      Suddenly, the wind cracks the sail instantly hurling John
      high off the deck and over the side.  He holds on for dear
      life, screaming.

      AT THE WHEEL

                               SKIPPER
                        (to Chuck)
                Hold her steady.

      Skipper bolts forward.

      AT THE BOW

      Alice uncleats the jib halyard, leaving one turn on the
      pin and shoves it into Tod's hands.

                               ALICE
                Release this when I tell you!!

      Skipper joins Tod as Alice scrambles along the deck and
      pulls herself into the bowsprit netting.  When the block
      and jib swing inboard, she grabs for the leach of the sail
      yelling...

                               ALICE
                NOW!!!

      As John is snapped inboard Alice leaps up, grabbing the
      sail, leaning out over the open water.  Waves explode
      through the netting.  As Tod releases the halyard, John
      falls to the deck, bruised, humbled, but alive.  Lawford
      and Skipper pull Alice from the bowsprit.

      Skipper looks her over.  Relieved.  No broken bones.  Good
      work.  But then this is what he expects.  He respects her
      and now, everyone can see why.  He looks at John sprawled
      on the deck.

                               SKIPPER
                Be careful will ya?

                               JOHN
                What ever you say Cap...

                               SKIPPER
                Let's get that storm jib up.

      Skipper gives Alice a private look, then returns to the
      stern where Chuck holds tightly onto the wheel.

                               OLDER CHUCK (V.O.)
                The storm lasted sixteen hours and
                it set us all on equal footing.  It
                was the first time that we shared an
                episode on an even plane.  As we
                stood our watches we were equally
                out of control of our situation,
                regardless of our physical abilities
                or social backgrounds.  And though
                our real feelings lay hidden beneath
                bravado and defiance, we were no
                longer strangers.


      EXT.  DECK - DAY

      The crew is cleaning up.  Alice supervises repairs to the
      jib while others stow line, scrub the deck and chip paint.
      Lawford paces.

                               LAWFORD
                You know what they say in the Navy
                don't you?

                               RICK
                What's that, Big Daddy?

      The more experienced crew members have heard this all
      before.

                               LAWFORD
                "If it moves, salute it.  If it
                doesn't move, pick it up.  If it's
                too big to pick up, paint it!"

      The boys mockingly salute Lawford as he walks by.  John
      stands before a porthole combing his Brylcreem hair into a
      "D.A."

      Mike and Chris climb on deck with several large boxes.

                               MIKE
                Ladies, gentlemen and
                hermaphrodites, Mr. Corry and I are
                happy to announce the grand opening
                of Trans-Border Enterprises.

      They start opening the boxes.  One is a case of Coca Cola,
      another is full of cigarettes and candy.

                               CHRIS
                All of the creature comforts and
                vices you could possibly want, at
                home or abroad, available twenty-
                four hours a day.

                               MIKE
                For a price, of course.

                               ROBIN
                If you've got "a broad" available
                I'll take her.

                               JOHN
                Like you'd know what to do with one.

      The crew shakes their heads, mutter and check out the
      goods.

                               TERRY
                You got Marlboro's?

                               CHRIS
                Absa-fuckin-lutely.

                               CHUCK
                Toss me a Cola.

                               CHRIS
                Fifty cents.

                               CHUCK
                What?!!

                               MIKE
                Contraband's hard to come by out
                here son.

      John is still grooming at the window.

                               PHIL
                Hey Goodall, you got a date or
                something?

      John continues to comb.

                               JOHN
                Yeah.  With your mom.

                               EVERYBODY
                Oooooooo.

      Phil slinks away.

                               CHRIS
                We also have a few rental items...

      Chris displays a Playboy magazine.  Everybody clamors to
      get a look.

                               MIKE
                There's a penalty for any material
                returned to the Trans-Border Library
                with sticky pages.

      John walks by, snatches the magazine and heads for his
      bunk flipping through the pages.

                               MIKE
                Hey, you can't do that!!
                        (to Chris)
                He can't do that!!

      John flops in a deck chair.  Chris shakes his head and
      starts closing up the boxes.

                               CHRIS
                Sure he can.


      EXT.  STERN - LATER

      Chuck sits alone, away from the others, reading.  On cue,
      half of the crew descend, dragging him kicking and
      screaming into the bowswain's chair, and over the side.
      The guys cheer.

                               CHUCK
                Come on you guys, this isn't funny!

      The seat spins, twists and swings from behind the boat.

                               CHARLIE
                Come on Chucky.  Show us a little
                grit.

      They lower the chair so it glides just above the surface.
      When the boat noses into a swell Chuck gets quite a ride.
      Once he has the hang of it, fear turns to elation.

                               CHUCK
                YEEE HAAAA!!!!!

                               CHARLIE
                Okay, who's next?

                               PHIL
                You gotta be kidding?  He's a human
                chum line!

                               RICK
                No self respecting shark is gonna
                take a bite out of you.

      Chuck's hauled back in and Terry pushes his way to the
      front of the line.

                               TERRY
                I'm next!

      Terry goes over the side.  Once he gets the hang of it, he
      gets into it.  He maneuvers the chair like a plane,
      forcing himself deep into the waves and then blasting back
      to the surface.

      OFF THE PORT SIDE

      Robin is trolling.  The line takes a tremendous hit and
      Robin's reel screams.  Tod is at the wheel and turns.

                               TOD
                There she blows!!

      Two hundred feet out something large and pissed has taken
      the bait.  The crew turn and look.  Skipper looks out at
      Terry still in the bowswain's chair.

                               SKIPPER
                Get him in.

      Bill waves at Terry to come on in.

                               BILL
                Come on in!!!

      Terry waves him off and disappears back under the waves.
      They can't pull him up while he's going under the water.

                               SKIPPER
                Do it now Bill.

      Terry pops up, pissed that they're reeling him back in.

      Suddenly the animal on the other end of Robin's line
      explodes out of the sea.  It's a six foot Thresher shark.
      Terry sees it too and freaks, suddenly thrashing and
      screaming.

                               TERRY
                Get me out!!!  Get me out!!!

                               MIKE
                Oh my god!!  It's a...

                               SKIPPER
                        (calmly)
                Shark.
                        (to Robin)
                Don't lose it son.

      George grabs a gaffing hook while Robin fights the rod,
      trying to bring in the big fish.

                               GEORGE
                Keep it coming.

      Robin battles the fish.  George clumsily tries to help.
      The crew make their way to the rear to watch.

                               CHARLIE
                Whoops.

      Charlie and Rick and the others heave to get Terry up.
      Finally he makes it.  Sprawling onto the deck.

                               TERRY
                Oh Jesus!  Oh Jesus Christ!!

      The crew turn and cheer Robin on as he brings the shark
      alongside.

                               GEORGE
                He must be two hundred pounds!
                Bring him in close and try to hold
                him steady.

      George leans out over the rail, trying to get the hook
      into a gill.  Several of the boys hold onto him as the
      fish flops around violently.

                               GEORGE
                Got him!

      Skipper comes down to inspect the catch.  The shark is
      longer than Terry is tall and thrashes in the the water,
      snapping and twisting.  Terry stands shaking, freaked.
      All of them are.

                               RICK
                Damn Terr, you're whiter than Sister
                Mary Anne's butt.

      The guys laugh nervously.  Terry just stares at the man
      eater, but it's infectious.  After a moment he's laughing
      too.  Skipper slaps him on the back with a wry smile.

                               SKIPPER
                Well, now you have something to
                write home about.

      More laughter.  Suddenly, Tom, who is lookout on the
      foretop, cries out.

                               TOM
                Land ho!!!  Land ho!!!

      Everyone turns around to look.  The guys at the stern let
      go of George and he nearly tumbles overboard.  In that
      instant, the shark slips off of the gaff, and disappears
      back into the sea.  Robin and George share a stunned look.

                               GEORGE
                Shit.

                               ROBIN
                There's more where that came from.

      Skipper returns to the wheelhouse with Alice.  Together
      they scan the horizon.  Clouds build over the land ahead.

                               ALICE
                Cheated death again.

      He slips an arm around her.

                               SKIPPER
                Yep.


      EXT.  ANTIGUA - HARBOR - DAY

      A group of islanders have assembled to watch the crew
      approach in the long boats.


      INT.  LONG BOAT - SAME

      Chuck gazes across the strange landscape.  As the boats
      dock, the crew pile out and scatter.  Local children
      follow them wherever they go.  Chuck, Robin and John find
      themselves alone.  Most of the buildings are primitive.
      They wander over to a shop.

                               ROBIN
                What do you say?  Cokes?  I'm
                buying.

                               CHUCK & JOHN
                Sure.


      EXT.  SHOP

      Chuck and Robin reappear, sipping cold Cokes.  Mike and
      Chris walk by across the street.  Robin speaks up loud
      enough for them to hear.

                               ROBIN
                You're right Chuck.  There's nothing
                quite as refreshing as a cold ten
                cent Coke that only costs ten cents!

      The three clink their bottles.  Mike and Chris slink away.


      EXT.  COLONIAL FORT - DAY

      A crumbling fort overlooks the harbor.  Below, the
      Albatross floats like a pearl on the azure blue water.
      Large bronze muzzle-loading cannons still lie in their
      gunports, aimed at the sea, waiting for pirate ships that
      will never come.

      Each of the guys are sprawled on a cannon, taking in the
      Caribbean view.

                               ROBIN
                You think Skipper and Alice do it?

                               CHUCK
                Do what?

                               ROBIN
                Ya know... "It".

                               CHUCK
                That's like wondering if your mom
                and dad do it.  Who wants to know?

                               JOHN
                She isn't that old.

                               CHUCK
                What do you mean?

                               JOHN
                I mean she looks pretty damn good in
                her all-together for being thirty.

                               ROBIN
                How would you know?

                               JOHN
                Trust me donut.  I know.

                               ROBIN
                What?  Come on...

                               JOHN
                On the dog watch, night after the
                storm, I look down into the skylight
                above Skipper's cabin and there she
                was, peelin' down.

                               CHUCK
                No way!

                               ROBIN
                Come on man, what'd they look like?

                               JOHN
                Damn, Porkchop, you sound just like
                a guy who ain't never seen a pair.

                               ROBIN
                I've seen 'em.  I've seen 'em.

      They crack up.

                               CHUCK
                I walked in on my parents one time.
                It was only like eight o'clock and
                they were in bed and I thought that
                was kinda weird so I just walked in.

                               JOHN
                That's what they get for not locking
                the door.

                               CHUCK
                So I'm standing there and you could
                hear a pin drop.  No breathing or
                snoring... Suddenly it hits me that
                somethin' was goin' on that just
                stopped, really fast, like people
                are holding their breath.

                               ROBIN
                So... What happened?

                               CHUCK
                My mother says in this really low,
                but very awake kind of voice "What?"

      John and Robin crack up.

                               ROBIN
                What'd you do?

                               CHUCK
                I said "Sorry, wrong room" and
                walked away.

                               JOHN
                Did you shut the door at least?

      They bust up again.  Chuck glares back.

                               CHUCK
                I don't remember.

      Robin sits up on his cannon and looks out, suddenly
      melancholy.

                               ROBIN
                My parents don't do it anymore.

                               CHUCK
                How do you know?  They might.

                               ROBIN
                'Cause they're getting a divorce.
                        (beat)
                That's why they sent me here.  My
                sister's at Tabor.  They just wanted
                us out of the house so they could
                get down to business.

                               JOHN
                They tell you that?

                               ROBIN
                I figured it out.

                               CHUCK
                Yeah.

                               JOHN
                My old man split along time ago.  It
                doesn't mean anything.  You just
                take care of number one that's all
                that matters.

                               ROBIN
                It matters to me.

                               JOHN
                        (kindly)
                Okay donut.  Whatever you say.

                               CHUCK
                We better get back.

      Robin looks up to John.

                               ROBIN
                Did you really see 'em.


      EXT.  ALBATROSS - HARBOR - NIGHT

      The boat moves off leaving the lights of Antigua behind.
      Chuck watches as the island disappears below the horizon.


      EXT.  DECK - DAY

      The wind is up and the seas are high.  The ship is under
      full sail driving at top speed.  Foam sprays from the bow
      as it slices through the water -- what she was born to do.
      The crew line the starboard rail, thrilled to be part of
      the performance.

      Tod is at the wheel with Chris nearby.  The sails tower
      above him like a mountain of silk.  He wrestles the wheel,
      careful to hold his course against the powerful trade
      winds.

      Skipper, making his rounds inspects the heading on the
      compass and nods.

                               SKIPPER
                It's a good sail boys.

      Tod and Chris beam.  Compliments are rare from this man.

                               TOD
                Thank you, sir.  Shall we trim the
                main Skipper?  I think we could get
                another knot or two.

      Skipper turns and looks at Tod, a twinkle in his eye.

                               SKIPPER
                As you like.

      Gravy.  The two gloat as they lighten the mainsheet
      tackle.  Phil joins them.

                               PHIL
                What do you say I have a crack at
                the wheel?

                               TOD
                I'd say, fuck off junior.

      They laugh.  Phil slinks behind the chart house, hurt, and
      angry.  He spots a spear gun stowed against the chart
      house.

      As Tod and Chris pull in the main, it strains and
      stretches against the powerful wind.

      Phil aims the spear gun at the mainsail from behind the
      chart house and silently fires.  There is a wicked POP as
      the spear punctures the sail, passing through it, followed
      by a loud shredding as the huge sail splits.

                               TOD
                Jesus Christ!!  Let it out.  Let it
                out!!

      The sound brings Skipper onto the deck like a shot.

                               SKIPPER
                Hard to port!  Hard to port!!

      Calamity, as Tod cranks the ship into the wind.  The
      canvas goes limp as the ship hauls to a dead stop.  People
      dive everywhere to drop sail.

                               SKIPPER
                Start the engine.  All ahead full!!
                Scallop the Square and drop the
                rest!!

      He shoots a glare at Tod and Chris.

                               TOD
                        (bewildered)
                I don't know what happened Skipper.
                It just blew out.

      Skipper turns to the task at hand without a word.  What
      had been praise is now reduced to embarrassment and
      confusion.

      Phil, still hidden behind the chart house returns the
      spear gun and smiles to himself at Tod's arrogance turned
      humility.


      EXT.  DECK - TOBAGO CAYS - DAY

      The Albatross has dropped anchor along a remote group of
      flat, lush atolls.  Tall palm trees grow almost to the
      waters edge.  The crew have the mainsail down and Alice
      supervises the repair of the sail.  Phil sits above it all
      sunning himself in the bowswain's chair.

                               ROBIN
                Where are you from any way?

                               CHUCK
                Depths of hell... Ohio.  How 'bout
                you?

                               ROBIN
                Kennet Square, PA.  'Mushroom
                capital of the world'.

                               TOD
                Sorry to here it.

                               CHUCK
                Well, and it's pretty cool too, ya
                know?  Bein' here together an all...

      Phil reels himself down.

                               PHIL
                Christ, I'm gonna choke on 'feel
                good'...

      Robin looks up, taken back.

                               TOD
                Why are you such a penis Phil.  Do
                you do it on purpose or can't you
                help it.

                               PHIL
                Tug my chain Johnstone.

      Skipper comes on deck.  Robin and Chuck flip Phil and
      Terry the finger.

                               SKIPPER
                After midterms we'll finish our run
                down to Curacao.

      The crew reacts, grumbling.

                               SKIPPER
                I have arranged to host a good will
                cruise for the Dutch students of the
                local school there.

                               PHIL
                        (to Terry)
                Joy, rapture...

                               SKIPPER
                Each one of you will be responsible
                for one student.  I'll expect you to
                be courteous.  You represent this
                school and your country.  We'll sail
                in the morning.

      George appears from the galley and rings the ships bell.

                               GEORGE
                That's chow.

      The crew drop what they're doing and stampede down into
      the cabin.


      INT.  CABIN - NIGHT

      Robin thrashes in his bunk calling out.  Sweat glistens on
      his face.  Chuck stumbles out to his bunk with Rick and
      some of the others.

                               RICK
                Hey man, wake up.  Wake up!

      They shake him.  Robin wakes, disoriented, eyes filled
      with tears.

                               ROBIN
                I was falling...

      Phil grumbles from his bunk.

                               PHIL
                Hey, shut up will ya?

                               CHUCK
                It was a bad dream...

                               ROBIN
                It was so real...

                               CHUCK
                Here's the thing; whenever you're
                having a nightmare, all you have to
                do is say 1-2-3 wake up!  You'll be
                out of it.  You'll wake up.

      Phil rolls over in his bunk trying to go back to sleep.

                               ROBIN
                Who told you that?

                               CHUCK
                My dad.

                               ROBIN
                It works?

                               CHUCK
                Swear to God.  Only good advice he
                ever gave me.  Now, go back to
                sleep.

      He pats Robin on the leg.  The guys return to their bunks.
      Favor Phil, listening.

                               CHUCK
                        (lingering)
                You okay now?

      Robin stares at the photo of his brother.

                               ROBIN
                That's how he died you know.

                               CHUCK
                Who?

                               ROBIN
                My brother.  He fell out of the old
                beech tree.  Broke his neck.  I was
                on a camp out.  They started going
                at it, throwin' things, a real knock
                down...
                        (beat)
                They didn't find him 'till the next
                morning.  They didn't even know why
                he was up there.

                               CHUCK
                Jesus, you never told them?

                               ROBIN
                I couldn't.

      Phil stares at the ceiling, affected by what he has
      overheard.  Someone creeps down the companionway and
      whispers.

                               MIKE
                        (hushed)
                Hey you guys, come on!

      Shuffling in the darkness.  Phil suddenly realizes, he's
      alone.


      EXT.  DECK - NIGHT

      The dory hangs from her gallows.  Some of the guys slowly
      lower her to the water.


      INT.  GALLEY - SAME

      George is asleep with a book in his lap.  Mike and Chris
      slip inside.  The door squeaks, George stirs.  Mike opens
      a cabinet and removes a fifth of rum.

      Silently, Mike passes the bottle to Chris who passes it to
      Tod who passes it to Charlie who drops it down to Robin
      who stands in the lowered dory with Chuck.

                               PHIL (O.S.)
                What do you think you're doing?

      Startled, Mike and Rick share a look.  Busted.  Phil turns
      and runs into John, wearing a broad smile, who shakes his
      head.  No way.

                               PHIL
                Forget it.  Count me out!

      The crew descend and drag Phil, struggling, into the dory.
      They raise a crude sailing rig and silently move off.

      A figure stands on top of the chart house, back lit by the
      moon.  It's Skipper.  Watching it all.  Letting it unfold.


      INT.  GALLEY - NIGHT

      Skipper hovers over George, sawing logs.  He tosses a pot
      on the floor.

                               GEORGE
                        (bolting up)
                What?!  What's happening?!!

                               SKIPPER
                You're officer of the watch, George.

                               GEORGE
                I'm sorry, Skip.  It's this damned
                book.  Lawford gave it to me.

      The book is "Kafka".  Skipper motions to the empty
      cabinet.

                               GEORGE
                Son-of-a-bitch.

                               SKIPPER
                We're short one long boat too.  Come
                on.


      EXT.  CAMPFIRE - NIGHT

      The boys sit in a circle around a small fire passing the
      bottle.  Rick strums his guitar and sings while the rest
      join in.

                               RICK
                Oh I was walkin' down Lime street
                one day...

                               ALL
                Hey!  Weigh!  Blow the man down...

                               RICK
                A pretty young maiden she happened
                my way...

                               ALL
                Give me some time to blow the man
                down...

      Skipper and George crawl to the top of a sand dune and
      watch the boys.  George starts to stand but Skipper puts a
      hand on his shoulder.

                               SKIPPER
                I guess we know what the next
                acquisition for the galley is going
                to be...

                               GEORGE
                What's that?

                               SKIPPER
                A padlock.

      On the boys.  Phil is drunkest of them all and does a wild
      jig as the rest of them sing.

                               RICK
                So to all you sailors who've fought
                wind and whale...

                               ALL
                Weight!  Hey!  Blow the man down...

                               RICK
                She said "None the better, you all
                go to hell..."

                               ALL
                Give me some time to Blow the man
                down!

      They all crack up.

                               CHRIS
                I only have one question.

                               JOHN
                What's that, Canuck?

                               CHRIS
                If we're not on the boat, how come
                the ground is moving?

                               CHUCK
                You think George'll miss the bottle?

                               TERRY
                We'll blame it on Big Daddy.  He's a
                lush.

                               MIKE
                All I know is if that Viking son of
                a bitch puts me on smegma duty one
                more time I'm gonna have to run him
                through.

                               TERRY
                        (mimicking)
                The "Old Man" likes a tight ship!

                               CHARLIE
                "If it moves, shoot it..."

      The rest join in.

                               CHUCK
                "If it doesn't move, throw it
                overboard.  If it's too big to throw
                overboard, screw it!"

      More laughing.

                               RICK
                You think Old Thunder Nuts will
                figure out that we're A.W.O.L.

      Bill drunkenly imitates the Skipper.

                               PHIL
                "There is nothing that goes on, on
                this boat that I don't know about.
                She speaks to me in the night.  So
                don't test me.  Not even a
                little..."

      The boys laugh.  On the dune, George shakes his head.

                               GEORGE
                Immortality.

                               SKIPPER
                Spirits have a way of bringing that
                out.

                               GEORGE
                And being sixteen.

                               SKIPPER
                They're in a hurry to grow up.  They
                don't know about consequences or
                responsibility.  That's being
                sixteen too.
                        (beat)
                I promise you one thing...

                               GEORGE
                What's that?

                               SKIPPER
                They'll know about it in the
                morning.

      Skipper smiles.


      EXT.  BEACH - NIGHT

      The drunken crew stumble out of the woods onto the beach.
      As they ready the boat for the trip back Robin looks out
      to sea...

                               ROBIN
                        (alarmed)
                Jesus H. Christ.

      Tod looks up.

                               TERRY
                What now pork chop?

                               ROBIN
                Look!

      The guys turn their gaze to the ocean.  The Albatross...
      is gone!

                               TERRY
                Holy shit!  Where'd she go?

      The crew is suddenly stone sober.  Stunned.

                               CHARLIE
                What the hell is going on?

                               MIKE
                She's gone!  The boat's gone!!

      Phil breaks into sort of a blind panic.

                               PHIL
                Oh Jesus, oh Jesus.  Man I knew we
                shouldn't have gone.  I tried to
                tell you.  I tried to tell you.  You
                guys made me come!  You made me
                come!!

                               JOHN
                Will you shut up?  You sound like my
                fucking sister.

                               CHUCK
                Alright.  Everybody just stay cool.
                We'll figure this out.

                               MIKE
                Who the hell checked the mooring?

                               ROBIN
                I did.  Why?

                               CHARLIE
                Maybe she pulled free...

                               MIKE
                What if they don't know.  If she's
                adrift, if they're asleep, she could
                run aground.  She could break up on
                the reef.

                               PHIL
                        (to Robin)
                Maybe you didn't check it good
                enough.

                               ROBIN
                        (defensive,
                         frightened)
                I did.  I swear.

      Oddly, it's Phil who stands up for Robin.

                               PHIL
                Yeah, well you're really gonna have
                some bad dreams if we find out you
                didn't.

                               JOHN
                That's enough.

                               PHIL
                How the hell are we gonna get outta
                here?

                               JOHN
                We'll think of something.

                               PHIL
                Oh, praise the lord.
                        (announcing)
                Relax everybody.  Everything is
                under control.  The jug head's going
                to think of something.

      Without warning.  John lunges at Phil.  Phil screams,
      trying to defend himself.  The guys all dive in.  Suddenly
      it's an all out brawl.

      John out of control pounding Phil's head against the seat
      of the boat.

      Suddenly, from behind, comes a blistering "THWACK!!" as
      Chuck breaks an oar over the back of John's head.
      Stunned, John lets go of Phil and turns, blood dripping
      from the back of his head.

                               JOHN
                Nobody calls me an idiot.

      He weaves, then passes out, falling face down in the sand.
      The guys stagger to their feet, trying to recover.

                               PHIL
                God damn it man.  I think he broke
                my nose!

                               CHUCK
                Shut up, Phil.

      Chuck tosses the broken oar handle, kneels over and
      vomits.

                               TERRY
                Well that's just great.  Now what
                are we supposed to do?

      Chuck and Robin hoist John up and drag him under a palm
      tree, propping him up.  The others huddle to stay warm.


      EXT.  BEACH - MORNING

      The crew's asleep in the tropical heat of day.  Bloodied
      and sun burned.  A fly buzzes around Rick's face, waking
      him.  He sits up sunburned and sore trying to focus.  He
      gazes across the water, stupefied.

                               RICK
                Oh-my-god...

      The others stir and follow his gaze.  The Albatross sits
      in exactly the spot where they left her.

                               ROBIN
                I'm not sure if this is really good
                or really bad.


      EXT.  ALBATROSS - DAY

      The sound of a rod and reel spinning wildly.  George tries
      to maintain control as the rod nearly jumps out of his
      hands.

                               GEORGE
                I got a live one!

      Skipper, Alice and Bill watch the shoreline as the boys
      launch the long boat into the surf.  George is struggling.
      A beautiful tarpon leaps out of the water, but Skipper
      never takes his eyes off of his boys.

                               SKIPPER
                The thing about fishing George, is
                you need to let 'em run some.  Give
                'em just enough slack so they don't
                break the line.  But at the same
                time you've gotta keep enough
                tension to wear 'em down, bring 'em
                in slowly so they don't really know
                they're hooked.

      Suddenly George's line goes slack.  He nearly falls over
      backwards.

                               GEORGE
                I'll try and remember that.


      EXT.  DECK - DAY

      Hound dog and hung over, bloodied and burned, the boys
      stand before Skipper and the others.  Skipper looks dark
      and angry.

                               SKIPPER
                You know what a loose cannon is?
                'Bout the worst thing that could
                happen to a wooden ship.  All it
                took was one, crashing around the
                deck in a storm... It'd smash
                everything in its way, maybe take
                out a mast or punch a hole right
                through the hull.  Think about it,
                just one cannon not tied down, not
                anchored, could take a whole 'Man of
                War' straight to the bottom.

                               MIKE
                        (aside)
                But we don't have any cannons?

      Chris jabs him in the ribs.

                               CHRIS
                        (hushed)
                Shut up!

      Skipper turns and faces them.

                               SKIPPER
                Now, if the Skipper were smart, if
                he could see a storm building, why
                he'd cut loose every gun on his
                boat.  Even though it would leave
                him at a disadvantage in battle,
                he'd push 'em into the sea.  Better
                chance running for port than risk
                the entire ship, his crew.

      He takes a pause making sure he has their attention for
      this part.

                               SKIPPER
                People are like that sometimes.
                They cut loose and before you know
                it, they're knocking holes in
                everything.  So you gotta ask
                yourself if it might not be better
                to just put 'em off before they sink
                the whole thing.  I mean after all,
                you can always get new cannons.

      He walks back to his place at the rail.

                               SKIPPER
                        (beat)
                I want a tight ship, everybody
                shaved and in clean clothes when we
                make Curacao.  If it goes well, if
                your mid terms are acceptable, I may
                reconsider my decision about the
                rest of the trip.  That's all.

      Dejected, the crew goes below.


      EXT.  DECK - DAY

      Under sail.  Skipper stands at the wheel overseeing the
      crew taking exams.  Each writes furiously as Alice
      scribbles problems on the blackboard which hangs from the
      chart house door.

      As the boys scratch out the problems, John seems
      paralyzed.  He looks over at Phil and copies down his
      answer.  He checks crib notes hidden in his shorts.  Chuck
      and Robin both see this and exchange looks.


      INT.  AFT CABIN - DAY

      John makes his way down the narrow corridor towards the
      head.  Robin follows.  Chuck drops down the aft
      companionway, intercepting John.

                               CHUCK
                Where you going?

                               JOHN
                To take a piss.

                               ROBIN
                Really?

      John turns around, surprised, sandwiched.

                               JOHN
                Yeah, that's right.  You wanna come
                in and shake it for me?

                               CHUCK
                If you're gonna cheat, you might as
                well copy off somebody who's gonna
                get the answer right.

                               JOHN
                You've gotta be kidding.  Get the
                fuck outta my way!

      Chuck throws open the Engine Room door and they shove John
      inside.

                               JOHN
                What the hell!!!

      Chuck manages to pin John.  Robin checks his pockets and
      comes up with the crib notes.  Chuck lets go.  John
      snatches them, ashamed.

                               CHUCK
                Takin' a piss?

      John turns away.

                               ROBIN
                Why, man?

                               JOHN
                I don't have to listen to this.

                               CHUCK
                Yes you do, stupid.  Because if you
                don't, I'm gonna go right up there
                and have a heart to heart with
                Skipper and you'll be on the first
                plane back to idiotville.

      John lunges at Chuck, sending them both sprawling.  Robin
      leaps on top of John.

                               ROBIN
                Cut it out man!!  Stop it!!!  What's
                the matter with you?  If Phil had
                caught you he'd have ratted you out
                in a second.  You get caught
                cheating, you'll get kicked off the
                boat.

      John explodes, tears flowing.

                               JOHN
                I cheated to get on the boat!!!  All
                right?!

                               CHUCK
                What?

      He lets go of Chuck and stands up trying to hide his
      emotions.

                               JOHN
                I doctored my grades so I'd make the
                cut.  I'm a moron, okay?  You
                satisfied?!

                               CHUCK
                You're not a moron.

                               JOHN
                Wanna bet?  Takes me half a day to
                get through one chapter of Lawford
                and I still don't have any idea what
                the hell he's talkin' about.  You
                know why it takes me so long to
                write papers?  because I can't
                spell.  While everybody else is
                sleeping, I'm in the rack with a
                flashlight and a dictionary.

      John chokes back a sob.

                               JOHN
                Hell, they even kicked me outa vo-
                tech 'cause I couldn't read a slide
                rule.

                               PHIL
                I can show you how to use a slide
                rule.

      The three turn around, startled.

                               ROBIN
                How long you been standing there?

                               PHIL
                Long enough.

      John looks down, resigned.

                               JOHN
                They were gonna put me into special-
                ed this year.  I stole a copy of my
                transcript, changed all the grades.
                Shit, who am I kidding.  I'll never
                pass the boards.

                               CHUCK
                Listen, you don't cheat, and we'll
                make sure you get the grades.  We'll
                start a private study group.  Nobody
                knows.  You'll ace that test.

                               ROBIN
                I'm in.

      They turn and look to Phil, who still shows the tell-tail
      signs of their fight.

                               PHIL
                Me, too.

                               JOHN
                Why would you do that?

                               CHUCK
                Because we believe in you.
                        (beat)
                Because we're your friends.


      EXT.  CURACAO - HARBOR - DUSK

      As a blazing sun sizzles into the western sea, the
      Albatross rounds a point and heads towards the docks
      several hundred yards away.  On the dock, the students of
      the school wait.  As soon as the ship is in view, they
      start to cheer.  Chuck squints.

                               CHUCK
                What are they doing?

                               ROBIN
                I can't make it out?

      Robin calls up to Phil, who is at the wheelhouse.

                               ROBIN
                Hey, Phil... Swing up the 'binocs'
                and tell us what you see.

      Phil picks up the binoculars and focuses.

                               PHIL
                        (puzzled)
                They're waving... handkerchiefs or
                something.

                               RICK
                What?

                               CHARLIE
                Maybe they're surrendering.

                               PHIL
                Wait a second...

      Phil lowers the binoculars and turns to Skipper.

                               PHIL
                They're girls!  They're all girls!

      Skipper shares a knowing look with Alice.

                               TOD
                Gimme those.

      Tod snatches the binoculars.

                               TOD
                WHHOOOOAAAAA!!!!!!  WOMEN!!!

      Everyone on board rushes to the port side.  Every single
      person on the dock is a young girl waving a white
      handkerchief.  Spontaneous cheers from the boys.

      As the 'Big A' pulls to the dock, John and Tod run for the
      gunnel door and swing it open.  The girls flood the deck.

                               BILL
                Good morning, ladies.

      They chatter in Dutch and hurry aboard.  Like wall
      flowers, Robin, Phil and Chuck stand on top of the chart
      house watching utopia unfold before them.

                               ROBIN
                What are we supposed to talk about?

                               PHIL
                You've gotta be kidding?

                               ROBIN
                But, they don't speak English.

                               PHIL
                There are some things that everybody
                does in the same language.

                               CHUCK
                Yeah, but how are you supposed to
                make the first move?

                               PHIL
                Like this!

      Phil reaches up for a free line.  With a running start he
      swings out over the water...

                               PHIL
                Yeeee Haaaaa!!

      He careens back onto the deck and lands in front of two
      startled, but impressed girls.  Robin and Chuck applaud.
      Phil takes a bow.  All hell is breaking loose.

      Skipper and Alice welcome aboard the headmaster, MS.
      BOYDE, 50's, dumpy but tough.

                               SKIPPER
                A very enthusiastic welcome.

                               MS. BOYDE
                We don't often have guests.  Our
                girls have been looking forward to
                your visit for some time.  Welcome
                to Curacao.

                               SKIPPER
                Thank you.  You're all ready to sail
                then?

                               MS. BOYDE
                I should think so.

                               ALICE
                I'm sure they won't be disappointed.

      A man's voice bellows up from the dock.

                               FRANCIS (O.S.)
                Ahoy there!!

      Everyone stops and freezes.  Phil turns, disbelieving.
      It's his parents, Francis and PEGGY BOUTILLIER, standing
      next to a limousine dressed in brightly colored tourist
      garb.

                               PEGGY
                Surprise!

                               FRANCIS
                Well, well.  What do we have here?
                A floating brothel?

                               ALICE
                        (cool)
                Hardly.

      Francis comes aboard uninvited as usual.

                               FRANCIS
                Well, we thought we'd drop in and
                see if you were all still in one
                piece.

                               SKIPPER
                        (pointed)
                And, of course, we are.

                               FRANCIS
                Well, you never can tell these days,
                can you?

      Skipper shoots a look over at Phil who is staring a hole
      in the deck.

                               SKIPPER
                What is it we can do for you today?

                               FRANCIS
                Well, we've come to give our boy a
                little break from the monotony.

                               PHIL
                It's not monotonous.

      Francis flushes red.

                               FRANCIS
                Never the less...

      He turns and joins Peggy on the dock.  Phil is suddenly
      full of rage.  This is an invasion of his privacy.
      Everyone feels it.

                               FRANCIS
                Hop to boy.  We haven't got all day.

      Phil's anger turns to resigned humiliation.  He stops,
      staring down at his parents.  Skipper puts a hand on his
      shoulder.

                               SKIPPER
                I didn't know, Phil.

      Phil nods, head down and walks down the ramp.  All watch
      him go, feeling for him.


      EXT.  OPEN WATER - DAY

      The sails begin to rise but unlike earlier, the guys SING
      out like the Vienna Boys Choir and it's having the desired
      impressive effect on the women.

                               CREW TOGETHER
                When the sun came up there was
                whisky in the cup/ and not one of us
                was sober/ Kerry thought she saw a
                picture, but it really was the sun/
                then we knew the party was over...

      The weather was perfect, brisk and steady under the trade
      wind swells.  The voices trail away as the ship moves off.

                               OLDER CHUCK (V.O.)
                Curacao seemed out of a dream,
                somehow make-believe.  But, as Ohio
                drew further and further away, it
                was home that began to seem unreal,
                drifting somewhere in the foggy
                reaches of our memories.  And I knew
                that each of us was falling in love.
                But not only with these wonderful
                women or the swaying palms and
                porcelain beaches... We were falling
                in love with the experience we were
                sharing, and with who we were
                becoming.


      INT.  MAIN CABIN - NIGHT

      The crew is getting ready for a farewell party.  Each
      member is primping.

                               CHUCK
                Bregitta.  Do you believe it?

                               JOHN
                Believe what?

                               CHUCK
                Her name.
                        (savoring the sound)
                Bregitta.  It's poetry.

                               TERRY
                Soon as we ship it'll be "forgetta".

                               TOD
                Don't mind him, Chucky.  You're
                talking to a guy whose idea of big
                romance is a palm full of Vaseline.

                               TERRY
                Screw you, Valentino.  I haven't
                seen you swapping spit with anybody.

      Tod smiles as he slowly pulls something from his pocket.
      It's a pair of girls' cotton underwear.

                               TOD
                That's because I'm discrete, moron.

      The guys try to wrestle the underwear away from him.  Just
      then Skipper descends the companionway.

                               SKIPPER
                Alright, gentlemen, we sail with the
                tide.  Twenty-three hundred.  Sharp.
                I'm not waiting.  Have a good time
                tonight but be back on time.

      The crew cheer.  This means the trip goes on.


      EXT.  SCHOOL - GARDENS - NIGHT

      Decorated with colored paper lanterns and streamers, a
      STEEL DRUM BAND softly plays in the b.g.  The crew slow-
      dance with their girls, dressed in cotton that seems to
      glow against their dark skin.

      Ms. Boyde is scrutinizing the body contact between Chuck
      and BREGITTA.  Their lips appear pasted together and she
      doesn't like it.  Lawford sees what is about to happen and
      hands his slimy cigar to George who reacts.

                               LAWFORD
                Hold this, will ya?

      Lawford intercepts Ms. Boyde.

                               LAWFORD
                Madam, I would consider it a
                privilege if you would allow me to
                take you on a tour of the dance
                floor.

      Ms. Boyde is so flattered, it is all she can do to extend
      her hand.  Lawford leads her away and glares at Rick.

                               LAWFORD
                You're very light on your feet Ms.
                Boyde.  Was it you who taught all of
                these young ladies the art of the
                dance?

      Ms. Boyde giggles like a school girl.


      EXT.  RESTAURANT - NIGHT

      Phil and his parents sit outside at a ritzy restaurant.
      Phil stares towards the harbor.

                               FRANCIS
                What's wrong, you don't like steak?

                               PHIL
                I should be eating with the crew.

                               FRANCIS
                Humor me.  Eat it anyway.

                               PHIL
                Why are you here?

                               PEGGY
                We missed you.  We wanted to check
                on you.

                               PHIL
                I don't need you spying on me.

                               FRANCIS
                Spying?!

                               PHIL
                I can take care of myself.

                               FRANCIS
                        (sarcastic)
                Oh, really?

                               PHIL
                Look, you put me on this boat in the
                first place.  I didn't want to come
                but I did.  Why do you have to
                embarrass me.  Why can't you just
                leave me alone?

      Francis slaps Phil across the face nearly knocking him out
      of his chair.  Everyone and everything.  It's humiliating.

                               PEGGY
                Francis!!

      She cradles Phil's red face.  He fights the tears.

                               FRANCIS
                Listen to me, you thankless little
                prick.  We're your parents, so don't
                you dare talk to me disrespectfully.
                What the hell is it, this captain?
                Because I'll see him in a rowboat...

                               PHIL
                It has nothing to do with him.

                               FRANCIS
                Well, what does it have to do with?
                Us?

                               PHIL
                No.  Look, it's me okay?  Can't it
                just be about me?  For once?

      Phil pulls free and exits.  He can feel eyes all over him.


      EXT.  SCHOOL - GARDENS - NIGHT

      Alice watches, swept up in the nostalgic romance of it
      all.  Skipper joins her.

                               SKIPPER
                He would have loved this.

                               ALICE
                Your father?

                               SKIPPER
                All his years at sea, he never
                stopped talking about these islands.

                               ALICE
                You miss him.

      Skipper manages a sad smile.

                               SKIPPER
                Every hour.  Every minute.
                        (pause)
                I wish he was here.  I wish he could
                have sailed our girl.  Seen these
                boys...

      She smiles warmly.

                               SKIPPER
                I'd have liked to have said goodbye.

                               ALICE
                He knows.

                               SKIPPER
                You sound so sure.

                               ALICE
                I am about this.

      Skipper turns and stares at her deeply.

                               ALICE
                What?

                               SKIPPER
                He never would have believed a woman
                like you existed.

      Alice smiles and turns back to the dancers.

                               ALICE
                Do you remember the last time you
                and I danced under the stars?

                               SKIPPER
                Guilty.

                               ALICE
                On the deck of the Yankee, the night
                you asked me to marry you.  We
                weren't much older than they are.

      The music changes to a calypso waltz.  Skipper takes Alice
      by the hand.

                               SKIPPER
                Would you allow me?

      She's sixteen again.  There's something about him that
      still makes her blush.

      Skipper leads her to the dance floor.  He hesitates,
      looking deeply into her eyes.  As they begin to dance, the
      boys notice and exchange looks.

      Lawford and George sit across the quad, sipping punch and
      smoking cigars.

                               GEORGE
                If I didn't know better I'd say the
                old man was acting almost halfway
                human.

                               LAWFORD
                He is halfway human.

      One by one the couples clear for the Skipper and his
      bride.  They glide, lost in each others arms.  They dance
      a dance for the ages.  As if it might be for the last
      time.  The music swells.


      EXT.  PIER - NIGHT

      Chuck and Bregitta, are at the end of the pier, a full
      moon hangs above the horizon.  Bregitta doesn't understand
      what Chuck is saying, but it's clear she's enjoying him.

                               CHUCK
                I can't remember feeling like this
                about myself, a place, someone like
                you.  We've come such a long way,
                seen so much.  But nothing like this.

      Bregitta smiles and takes Chuck's hand.  He's nervous.

                               CHUCK
                I'm not the best at expressing
                myself.  Maybe the only reason I can
                now is because I know you don't
                understand me.
                        (beat)
                I like you so much.  Too much.  But
                how could I?  I mean, if we can't
                even communicate, how could I know
                you?  It's confusing.  We sail in an
                hour and I'll never see you again.

      Bregitta takes Chuck's face gently and kisses him
      tenderly.  Then, in perfect English...

                               BREGITTA
                I like you, too.

      Chuck's eyes widen, astonished.  Bregitta smiles, takes
      Chuck by the hand, and leads him to a small covered boat
      moored to the pier.

                               BREGITTA
                Come on.  We don't have much time.

      Blushing deeply, Chuck follows her into the boat.


      EXT.  STREET - SAME

      Robin walks down the street hand in hand with one of the
      girls.  A long string of colored lights illuminate the
      length of the street.  Robin clumsily tries to kiss the
      girl.  She laughs.

                               ROBIN
                        (defensive)
                What?

      Suddenly there's a flash and the sound of breaking glass.
      Robin looks up to see Phil staggering, down the street,
      smashing each of the colored light bulbs with a stick.  He
      showers himself with broken glass and sparks.

                               ROBIN
                        (to girl)
                Wait for me okay.  I'll be right
                back.  I swear.

      She smiles sadly and nods.  Robin sprints down the pier
      and catches up with Phil.  His feet are bleeding.  He is
      completely smashed.

                               ROBIN
                Phil.  What are you doing?

                               PHIL
                Fandango, Junior.
                        (he holds up his
                         stick)
                I'm gonna do some limbo baby!!

                               ROBIN
                No way Phil.  Not like this.

                               PHIL
                Roger Meris, steps up, it's a corker
                down the pipe...

      THWACK!  He scores another bulb.  Robin jumps out of the
      way.

                               PHIL
                It's outta here!

                               ROBIN
                Come on man.  Let's just talk about
                it.

      The music drifts from the gardens ahead.  Phil bolts.
      Robin chases after him.

                               ROBIN
                Phil!  Wait man... Come on...


      EXT.  SCHOOL - GARDENS - NIGHT

      John shares a joke with Lawford and George.  The calypso
      is cranking, but only John hears Phil and Robin crash into
      the refreshment table.  Robin struggles to stop Phil.

                               JOHN
                        (to Lawford)
                Be right back.

      Lawford nods, oblivious.

      ON THE GUYS

      John tries to help Robin with Phil.

                               JOHN
                Jesus!  What the hell happened to
                him.

                               PHIL
                Lemme go!  Lemme go!!

                               ROBIN
                I don't know.  We gotta get 'im
                outta here before Skipper sees him
                like this.

                               PHIL
                Son of a bitch!!

      Phil kicks and struggles.

                               JOHN
                Phil, if you don't calm down, I'm
                gonna hurt you.  Got it?

      They drag him into the darkness.  From near the bandstand
      however, Skipper has seen it all.


      EXT.  ALBATROSS - NIGHT

      The crew lean along the rail waving goodbye to the girls
      who wave back with their white handkerchiefs.


      INT.  MAIN CABIN - SAME

      Chuck and John hold Phil still as Robin picks shards of
      glass out of his feet.  Phil clenches his jaw, but his
      eyes are dry.


      EXT.  ALBATROSS - DAY

      The ship is under full-sail driving before a brisk
      following wind.  It takes two on the helm to keep her
      safely on course.  Those not on watch are sprawled about
      the boat, scraping and 'red-leading' or reading.  Chuck
      and Robin sit forward with John, studying.  Lawford paces
      the deck, chiding the crew.

                               LAWFORD
                The rust won't wait for you to read
                Conrad, Goodall.

                               JOHN
                Then he shouldn't have written such
                a long poem, Mr. Lawford.

                               LAWFORD
                Read on, young John.  Read on.
                College boards are coming.

      John looks down, dejected.  Suddenly Tod cries from the
      foretop.

                               TOD
                There they blow!!  There they blow!!
                Dolphins off the bow!!!

      Everyone rushes to see.  Dolphins leaping out of the
      water.  It's a magnificent game they play with ships.  The
      crew cheers as each one explodes out of the sea, close
      enough to touch.

      Isolated, Phil watches.  Angry, cut off.  Chuck eyes him,
      worried.

      Bill and Charlie rig the bowswain's chair and lower Rick
      into the water.  Suddenly, the dolphins are everywhere.
      Rick pets them as they swim back and forth.  Shear joy.

      Phil reaches for the spear gun.  Nobody notices as he
      loads and takes aim.

      Suddenly... with a crack, everyone spins around.  A large
      female dolphin leaps out of the water, bloody foam
      spraying from her blow hole.  She lets out an agonizing
      scream.  Phil holds her fast.

                               CHRIS
                Jesus Christ!

      The crew can only watch, stunned.  Phil is suddenly,
      defensive as if waking from a dream.

                               PHIL
                Fuck off man.  It's just a fish.

                               RICK
                No, Phil.  It's a mammal.

      Skipper steps on deck, sees the dolphin and Phil with the
      spear gun.

                               SKIPPER
                        (quietly)
                Bill, lower a long boat.  We'll
                bring her up with the davit.

      A dory is lowered with John and Bill inside.  Once near
      the water they maneuver the struggling dolphin into a
      canvas harness.  The crew hoist her with the davit tackle,
      swing her inboard, and gently lower her to the deck.

      They gather around the gasping animal.  Alice checks the
      wound.  Skipper kneels beside her.

                               SKIPPER
                What do you think?

      Alice shakes her head and gently strokes the dolphin.

                               ALICE
                It's through her lung.

      Skipper turns to Phil.

                               SKIPPER
                        (to Phil)
                Nice shot.

      Phil looks up at the crew but one by one they look away.
      Chuck finds this confusing and inexcusable but is the last
      to look away.  Skipper grimly walks over to one of the
      deck lockers and pulls out a large wooden mallet and holds
      it out to Phil.

                               SKIPPER
                Finish it.

      Phil looks at the mallet, horrified.

                               PHIL
                        (stammering)
                I'm not gonna kill it.

                               SKIPPER
                You already have.  Now go on.  Do
                it.

      Phil backs away.  Skipper stares at him for a moment, then
      walks over to the dolphin.  Robin looks away.  The
      sickening sound of the mallet crushing the skull of the
      animal seems to silence the world.  There are one of two
      thumps of her tail and, it's over.

      Skipper tosses the bloody mallet into the locker and
      approaches Phil, his face flushed with anger.  He grabs
      the spear gun, and snaps it across his knee and throws the
      pieces into the sea.

                               SKIPPER
                What the hell is wrong with you?!

      Phil begins to shake with rage.

                               SKIPPER
                Come on.  You got so much fight in
                you; you wanna kill something?  Take
                your best shot.  The first one's
                free.

      Robin holds his ears as if he can make it all go away.
      For a brief moment Phil looks as if he might take Skipper
      up on the challenge.  Then the impulse passes.

                               SKIPPER
                That's what I thought.
                        (beat)
                You're done.  You're going home.

      Skipper turns.  The humiliation is more than Phil can
      take.  He lunges after Skipper.  Lawford grabs him.  Phil
      swings wildly.

                               PHIL
                You mean-assed bastard!!  You son of
                a bitch!!  You can't do this!!!  You
                can't do this!!!  God damn you!!
                God damn you!!

      Lawford leads Phil, struggling, below.  The crew surround
      the dead dolphin, stunned.


      EXT.  ARUBA - ESTABLISHING - DAY

      The Albatross is at anchor in the center of the harbor.


      EXT.  DECK - SAME

      Phil comes on deck from below with his duffel bag.
      Everyone feels bad but no one knows what to say.  Phil
      turns to get a second load.

                               CHUCK
                Why'd you do it?

                               PHIL
                        (regretting it)
                What's the difference?

                               CHUCK
                You only hurt yourself you know?

                               PHIL
                Like you really care.  Like any of
                you give a shit what happens to me.

                               RICK
                You're the one who doesn't care,
                Phil.

                               PHIL
                It hurts too much to care.

                               RICK
                About yourself?

                               PHIL
                About anything.

      Phil turns and disappears down the companionway.

                               ROBIN
                We shouldn't be putting him off the
                boat.

                               CHRIS
                The guy's out of control.

                               ROBIN
                Everybody's been outta control on
                this trip.
                        (beat)
                Are we a crew or not?  I mean, isn't
                that what this is supposed to be all
                about?

                               MIKE
                You're the last person who should be
                whining about being a "crew".

                               ROBIN
                How do you figure that?

                               MIKE
                Well, I'd sure like to go into the
                subject of vertigo and all, but I
                wouldn't want you to piss yourself.

      Robin flushes bright red.  John fires a look at Mike.

                               JOHN
                You're a regular prick you know
                that?

                               MIKE
                Tell it to the dolphin, Goodall.

                               JOHN
                Everybody deserves a second chance,
                ya know?  We'd do the same for you
                Mike.

                               ROBIN
                It's about family isn't it?  I mean
                are we together on this or not?

      There is a long pause.  Mike and Chris cave.

                               MIKE
                Hell, do what ever you want.  It
                won't change anything anyway.

      Robin exchanges a glance with Chuck and together, they
      climb up the companionway.


      EXT.  CHART HOUSE - SAME

      Chuck and Robin stand before the door.

                               ROBIN
                I can't go in there.

                               CHUCK
                What are you talking about.

      Robin turns away, ashamed.

                               ROBIN
                The guys were right.  It'll mean
                nothing coming from me.  He'll
                listen to you Chuck.  Everybody
                does.


      INT.  CHART HOUSE - SAME

      Skipper and Alice have paperwork spread out in front of
      them.  A knock.

                               SKIPPER
                Come.

      Chuck enters, awkward.

                               SKIPPER
                What's on your mind?

                               CHUCK
                I'm here on behalf of the crew, sir.

      Skipper looks up.

                               SKIPPER
                Well, spit it out.

                               CHUCK
                The fact is... We'd like you to give
                Phil another chance.

      Alice raises her eyebrows, surprised.

                               SKIPPER
                Can't do it.

                               CHUCK
                Sir...?

                               SKIPPER
                Close the door.  Sit down.

      Chuck does as he is told.

                               SKIPPER
                Why do you think I'm sending him
                home?

                               CHUCK
                He killed the dolphin.

      Skipper looks at Chuck for a moment.

                               SKIPPER
                The Dolphin was a symptom.

                               CHUCK
                Of what?

                               SKIPPER
                Of a fight he can't win out here.

                               CHUCK
                It's his father sir.  He's
                suffocating him.  We've all seen
                it...

      Suddenly it's as if Chuck is talking about his own life.

                               CHUCK
                I mean he has all these expectations
                and he doesn't even know who his own
                kid is.  What right did then have to
                show up here?

                               SKIPPER
                They have every right Chuck.

                               CHUCK
                They send us because they want us to
                change, or grow up or something and
                then they try to keep us the same.

      Skipper sits up and studies Chuck for a moment.

                               SKIPPER
                Let me tell you something about
                Phil's father, and your's too.  How
                do you think you got here?  You
                think this is all free, that they
                owe you something?  You think they
                enjoy riding subways and commuter
                trains, driving buses or pulling
                lobster traps?  Work fifty weeks a
                year to keep you in tennis shoes and
                private school?  Look around at how
                the rest of the world lives Chuck.
                We're the luckiest people alive,
                every one of us.  They gave it up
                for you and Phil, and me too my
                friend.

      Chuck chews on it.

                               SKIPPER
                There are ground rules in families
                just like on this boat.  If you and
                Phil don't like it, I'm sorry.
                Someday you'll understand that, and
                if you're lucky, you'll come home
                and find your best friend has been
                there all along waiting for you to
                forgive him for being a father.
                It'll be the way it used to be,
                when you were ten and your dad was a
                giant.

      Now it's Skipper who is talking about himself.

                               SKIPPER
                Does Phil know how you guys feel?

                               CHUCK
                I don't know.

                               SKIPPER
                You should tell him.  That's
                something he can take with him.

      Chuck nods and leaves.


      EXT.  CHART HOUSE - SAME

      As Chuck exits he meets Robin's eyes.  He shakes his head.


      INT.  CHART HOUSE - SAME

      Skipper returns to his paperwork but can feel Alice
      watching him.  He senses it.

                               SKIPPER
                I'm all ears.

      Alice smiles.

                               ALICE
                You may not like what you hear.

                               SKIPPER
                I can take it.

                               ALICE
                They've become what you wanted.
                They're a crew.  That's why he came.

      Skipper puts a loving hand on Alice's shoulder.

                               SKIPPER
                Why did we begin this?

                               ALICE
                We were idealists.

                               SKIPPER
                Because we believed we could make an
                impact out here.  Self reliance and
                community through the disciplines of
                sailing.

                               ALICE
                I haven't forgotten.

                               SKIPPER
                Phil, he's not looking inside.  He's
                just striking out at the world.

                               ALICE
                He has a lot of hurt inside him.

                               SKIPPER
                Well, he better learn to own it.
                Actions have consequences.
                        (beat)
                It's not what happens here Alice,
                it's what they take away with them.

      Alice runs her hands across his face.

                               ALICE
                You're still an idealist.

      Skipper turns and slips into her arms.

                               SKIPPER
                Oh hell...


      EXT.  DECK - DAY

      Phil is in the long boat with Skipper, ready to shove off.
      Tension is high.  It's as though they're all waiting for
      Skipper to give Phil a reprieve.  But, it's not coming.
      They mumble goodbyes.  Terry and Rick pass down Phil's
      bags.

                               RICK
                Good luck.

      Phil nods and turns to Skipper.

                               PHIL
                I'm ready.

      Skipper starts to pull the oars to make the crossing to
      the dock as the crew watches them go.  Robin turns,
      staring at the ships bell.


      EXT.  DOCK - SAME

      Skipper ties off the boat and Phil hands up his bags.  A
      black limousine waits, brooding.  Phil climbs up with
      Skipper and stands, stares at it.  The back door opens,
      but nobody gets out.


      EXT.  ALBATROSS - SAME

      The crew stand, watching.

                               CHARLIE
                His ol' man's gonna eat him for
                lunch.

                               JOHN
                I know what that's like.

                               RICK
                Yeah.

      Then, suddenly...

                               CHUCK
                My god...

      All stares aloft.  In the rigging, climbing up the mast,
      is Robin.  With the ships bell in his teeth, he is
      sweating every rung.  Perspiration glistens on his brow.
      The crew watches, transfixed as he fights his way towards
      the foretop.


      EXT.  DOCK - SAME

      Phil turns to Skipper.  Working up some courage to say
      something, anything.  But all that comes out is...

                               PHIL
                I'm sorry.

      A pause between them.

                               SKIPPER
                I know, Phil.

      Skipper extends a hand and they shake.  Phil is about to
      turn, when a familiar sound draws their attention.


      EXT.  FORETOP - SAME

      Robin, holding on for dear life at the top of the mast,
      rings the ships bell triumphantly over his head, waving to
      Phil.  Victorious.  Ding ding!  Ding ding!  Ding ding!
      The crew begin to cheer.


      EXT.  DOCK - SAME

      Phil stares back, fighting his emotions.  Slowly he raises
      his hand in a single wave of acknowledgement.  The ringing
      stops as his eyes meet Robin's.  Waves back.  Skipper
      turns.

                               SKIPPER
                They never gave up on you, you know.

      Phil chews on it.  Then...

                               PHIL
                Tell 'em I said... thanks.
                        (beat)
                Goodbye Skipper.

      ROBIN'S POV

      Robin watches as the limo pulls away.  He rings the bell
      wildly.  The crew below wave in a show of silent protest.

                               OLDER CHUCK (V.O.)
                As Robin rang him out, we waved in
                silent protest against Skipper's
                decision.  And in the days that
                followed the low morale was matched
                only by a sense of arrogance that
                perhaps the master should step down
                and let his students take over.

      AERIAL SHOT

      Robin, the Albatross and the drama unfolding below spin
      slowly away as we climb, turning, higher and higher.


      EXT.  ALBATROSS - ESTABLISHING - DAY

      Foam sprays from her bow as the Albatross slices through
      the swells.


      INT.  CABIN - SAME

      Tod exits the head with a worried look on his face.  He
      grabs Chuck by the arm and pulls him aside.  Morale is
      extremely low.

                               TOD
                Listen man, I think I have a
                problem.

                               CHUCK
                We all have problems.

                               TOD
                I'm pissin' fire man.

      Chuck reacts.


      INT.  SKIPPER'S CABIN - DAY

      Tight on Alice.  Pull back to reveal Tod standing in front
      of her with his shorts down around his ankles.  Mortified.

                               ALICE
                Have a nice time in Curacao, did you
                Tod?

      Alice gets up and moves to her medicine chest.  Tod starts
      to pull up his shorts.

                               ALICE
                Not so fast.

      She pulls out a menacingly large looking hypodermic
      needle.  Tod's embarrassment turns to alarm.


      EXT.  DECK - LATER

      The crew stand in line, pissed.  Lawford and George man
      the deck with Skipper and exchange amused looks.  The door
      opens and Chris exits, red faced, rubbing his backside.
      He glares at Tod who sits on the paint locker.

                               CHRIS
                Way-ta-go Valentino.  I never even
                copped a feel in Curacao.

                               TOD
                Yeah well, your sexual orientation
                is not my problem.

                               RICK
                Man, is there a social disease you
                haven't had?

                               CHARLIE
                So much for vestal virgins.

      Lawford swings up a pair of binoculars.  A vessel under
      power is coming up fast behind them.  He holds the binocs
      out to Skipper.

                               LAWFORD
                What do you make of that?

      Skipper turns and looks.

                               SKIPPER
                I don't know.

      The ship pulls along the port side, keeping a couple
      hundred yards between them.  The boys move to the rail.
      George sees them first.

                               GEORGE
                Jesus.  She's got guns.

                               SKIPPER
                She's Cuban.

      Everyone becomes alarmed.  Even Alice looks concerned.
      Suddenly a puff of smoke discharges from the gun boat.

                               SKIPPER
                        (shouting)
                GET DOWN!  EVERYBODY DOWN!!

      The entire crew hit the deck as a shell rockets across the
      bow exploding in the water.

                               SKIPPER
                Jesus, we're Americans!!!  We're
                Americans!!!

      Skipper grabs the American flag and starts waving it.

                               TERRY
                Jesus, they're gonna sink us!!

                               SKIPPER
                Bill drop everything.  Do it now!

      The crew scrambles for the rigging, frantically dropping
      sail.

                               SKIPPER
                        (hitting each word)
                Who the hell do they think they are?

      As the sail comes down, the Albatross slows to a stop.
      The Cubans inch closer and begin speaking over a loud
      speaker in Spanish.  The seas are high and the two ships
      rise and fall with the large swells between them.

                               GEORGE
                They want us to identify ourselves.

      Chuck returns with a bull horn.

                               SKIPPER
                Tell them we're the American School
                Ship, Albatross.

      George replies in Spanish over the bull horn.  The Cubans
      answer.

                               GEORGE
                They think we're carrying Cuban
                refugees.
                        (beat)
                Skipper, they mean to board us.

                               SKIPPER
                Not a chance.  Remind them that
                according to the Geneva Convention,
                firing on a civilian vessel on the
                high sea is an act of war.

      Another exchange between George and the Cubans.  The crew
      lay flat on the deck, terrified.

                               GEORGE
                They say they are acting on the
                direct authority of Fidel Castro.

      Skipper defiantly swings up onto the gunnel rail.  The
      Cuban Captain gives an order and one of his sailors jumps
      into the turret of the anti aircraft guns and swivels
      around pointing both barrels at the Albatross.  Skipper
      stands firm, between the shrouds.  Silence.  A standoff.

                               SKIPPER
                Tell 'em to come aboard.

      George sends the return message.  There is a pause, then
      the murmurs of the relieved crew.  Skipper swings down but
      never takes his eyes off the gunboat.

                               SKIPPER
                        (to crew)
                We've come a long way gentlemen.
                But this is no time for heroes.  I
                know you're much more, but I need you
                to be boys right now.  That's an
                order.  Now scatter and find your
                passports.


      INT.  CABIN - DAY

      Laundry, books and mementos go flying as each boy
      scrambles to dig up his passport.  Terry sits among his
      things, dazed.  Bill notices.

                               BILL
                What's wrong?


      EXT.  DECK - DAY

      A small launch filled with Cuban soldiers approaches the
      Albatross.  The crew climb on deck and line up along the
      Chart House with their passports.  Lawford walks up to
      Skipper.

                               LAWFORD
                We've got a problem.

                               SKIPPER
                What's that?

                               LAWFORD
                Terry left his passport in Curacao.
                We could hide him...

                               SKIPPER
                No.  Bring him on deck with the
                others.

      The Cubans cast their lines up and climb aboard carrying
      side arms.  Terry reluctantly joins his crew mates.  The
      COMMANDING OFFICER faces Skipper as his men go down the
      line checking the passports.  Others search the ship.

                               COMMANDER
                Chicken is a fool's game captain.

                               SKIPPER
                So is violating international law.

                               COMMANDER
                But you invited is aboard.

                               SKIPPER
                Your cannons made a compelling
                argument.

      One of the Cubans pulls Terry out of line and brings him
      forward.  He alerts the Commander in Spanish.

                               COMMANDER
                Stow away?

                               SKIPPER
                He left his passport in Curacao.
                It's being mailed to Panama.

                               COMMANDER
                That is unfortunate.  We'll have to
                take him with us.

      Terry is petrified.

                               LAWFORD
                If he's a Cuban, Castro wears a
                dress.

                               SKIPPER
                Nobody aboard my ship is going
                anywhere.

      Skipper stares him down.  The Commander signals to one of
      his men who disappears into the Chart House.

                               COMMANDER
                Perhaps in appreciation for our
                country's pursuit of peace, you
                might offer us some, token of
                gratitude.

      Skipper doesn't really have a choice.

                               SKIPPER
                What do you want?

      The Cuban returns from the Chart House with the Ships
      sextant and hands it to the Commander.

                               COMMANDER
                This.  And...

      Pointing to the ships compass.

                               COMMANDER
                ... and that.

                               GEORGE
                You've got to be kidding!!

                               SKIPPER
                        (cold)
                Take it.

      Without hesitation the Cubans pull the large brass compass
      from its base.

                               SKIPPER
                Now, get the hell off my ship.

      As they leave the ship, they pause.  The Commander looks
      back at the Skipper, then deliberately drops both sextant
      and compass into the sea.

                               COMMANDER
                You'll really have something to
                teach your students now.

      Skipper stands towering above them.  The Cuban captain
      smiles up at him.  Amazingly, Skipper addresses him in
      perfect Spanish.

                               SKIPPER
                Las estrellas es lo unico, que un
                marinero verdadero se mesesita para
                encontrarse.  Verdade Patron?

      The Cubans stare back, frowning, amazed as they motor
      away.

      The crew are stunned by what they have just witnessed.
      Skipper turns and meets the eyes of admiration, humility
      and complete respect.  He joins Alice at the helm.  They
      linger for a moment.

                               CHUCK
                What'd he say?

      George smiles, impressed as well.

                               GEORGE
                He told them real sailors need only
                the stars.

      With a new attitude, they turn to Skipper.

                               SKIPPER
                Alright then, let's get outta here.

      The crew bolt to there positions.

                               OLDER CHUCK (V.O.)
                With staff and string he showed us
                how to build a sextant.  As we rode
                the trades, he shared the ancient
                secrets of how to read the waves and
                follow stars.  And some mornings
                later, bathed in the orange glow of
                a sunrise, Panama rose from the sea
                like a phoenix.


      EXT.  ALBATROSS - PANAMA CANAL - DAY

      Panama appears on the horizon.  The Albatross is dwarfed
      by the huge freighters moored around her, as she moves
      through the locks.  The crew stand on deck in quiet
      reverence.


      INT.  MAIN CABIN - NIGHT

      The sounds of slumber fill the cabin.  All seems well with
      the world.  Suddenly, silhouettes in the darkness.  A huge
      bearded figure stands in the center of the cabin with a
      trident in his hand.

      Chuck wakes with a start.  He bolts upright to see the
      horrible figure of NEPTUNE himself (Lawford) towering
      before him.  He tries to scream, but hands cover his
      mouth.  He is dragged, struggling, up the companionway.


      EXT.  DECK - NIGHT

      The Albatross has been transformed into a ghost ship.
      Where the sails once were, only shredded fabric.  All of
      the crew have been brought on deck.  Powdered faces glow,
      surreal.

      John's head has been shaved into a mohawk.  Robin, Rick
      and Chris have been reduced to crew cuts.  The shears
      start over Chuck's head.  Neptune and his sidekick, DAVEY
      JONES (George) and two MERMAIDS (Bill and Alice) emerge
      with the rest of the crew.

                               NEPTUNE
                Hold fast that polliwog and make him
                presentable.

      Chuck struggles as his hair is shaved away and face
      powdered.

                               NEPTUNE
                Let it be known that on this day in
                the year nineteen hundred and sixty-
                one there appeared within the limits
                of my royal kingdom, the sailing
                ship brigantine Albatross, bound for
                Galapagos.  All vessels that sail my
                domain shall be subject to the
                scrutiny of the underworld...

      Terry is brought topside kicking and screaming.

                               NEPTUNE
                Silence!!!

      Terry shuts up and succumbs to the same fate as the rest.

                               NEPTUNE
                Tonight you shall all enter the
                Order of the Shellbacks.  Only when
                you have been duly initiated shall
                you enjoy the mysteries and
                protection of the trident.  So, let
                the festivities begin...


      EXT.  HELM - NIGHT

      Neptune and his court sit smoking Havana cigars as each
      member of the crew present themselves.  Robin dressed like
      a pig and crawls around snorting.

      John's an Indian brave, whooping and hollering as he does
      a rain dance.  Chuck, with flippers on his hands and feet,
      hops around like a frog.  Rick is in 'drag' as Neptune's
      girlfriend and must sing everything he says.  Charlie is
      dressed like a sloth and slithers along the deck.
      Frenetic chaos.


      EXT.  DECK - LATER

      Neptune and his court lead a procession around the
      perimeter of the deck.  The crew follows.  They stamp
      their feet and chant.

                               ALL
                Hell is to drift, heaven to steer!
                Hell is to drift, heaven to steer!!
                Hell is to drift, heaven to steer!!

      They move faster and faster around the boat.  They shout
      louder and louder, faster and faster until they have all
      worked themselves into a frenzy.


      EXT.  BOW - DAWN

      Davey Jones, holds a large turtle shell over the crews
      heads.  As each one passes before him he pours blood from
      the turtle shell onto their heads.  It runs down,
      streaking their floured faces and necks.  As the ritual
      progresses, Neptune speaks.

                               NEPTUNE
                By virtue of the power inherited by
                me, I do hereby command all of my
                subjects, such as mermaids, sea
                serpents, dolphins, whales, sharks
                and turtles, from eating, playing
                with, or otherwise molesting this
                vessel or her crew.  Let it be
                remembered that on this, my
                Equatorial Domain on Longitude 88'
                20' 13" on this 532nd in the year of
                the dolphin, you entered the Order
                of the Shellbacks!!

      The crew cheer and embrace.  Skipper calls from the wheel.

                               SKIPPER
                Land ho!


      EXT.  GALAPAGOS ISLANDS - DAY

      The crew stop their celebrating and gather at the port
      bow.  Ahead, glowing orange with the dawn, the islands of
      Galapagos.  It's desolate landscape of silent volcanoes
      and ancient lava flows that spill into the sea.

      The faces of the boys, still streaked with the indignities
      of the night's ordeal, stand silently before their final
      destination.

                               OLDER CHUCK (V.O.)
                We had journeyed over six thousand
                miles to the very edge of the earth.
                Like Darwin before us, we would
                witness the bliss of nature in the
                absence of man.  And it was as if
                the Albatross had forded time,
                leaving it behind.  In the heat of
                those equatorial days, on the virgin
                onyx beaches and shifting coral
                dunes, one could expect to find
                sunning iguanas, nesting frigates
                and perchance... the footprints of
                God.


      EXT.  BEACH - SHIPWRECK BAY - DAY

      The Albatross rests at anchor.  On the beach, the crew
      watch a huge group of penguins dive and frolic from the
      ancient guano cliffs.  So unaccustomed are these creatures
      to man, that they have no fear.


      EXT.  LAGOON - DAY

      Chuck, John and Rick snorkel among the playful SEA LIONS.
      They dart and swim like otters among their new human
      friends.


      EXT.  LAVA OUTCROPPING - DAY

      Terry, Chris, Chuck and Mike stand taking notes on exotic
      birds.  Frigates, hawks, flamingos, pelicans, boobies, and
      of course... albatrosses.


      EXT.  ALBATROSS - DAY

      The crew are sprawled across the deck taking final exams.
      Alice walks among them.  Chuck throws an anxious look
      towards John who is buried in his test.


      EXT.  GRASSY LOWLANDS - DAY

      Boobies nest in the grass.  Thousands of them and
      amazingly, the crew can walk among them without them
      batting an eye.  Chuck and Robin watch as the iguanas
      sneak into unattended nests and steal eggs.


      EXT.  DUNES - DAY

      Chuck is alone gazing over the shoreline.  A huge flock of
      finches darken the sky, circling the black sand beach.
      Pure magic.


      EXT.  BEACH - DAY

      Beyond, the anchored Albatross rocks and bounces in a
      blue-sky gale.  Chuck, John, Robin, Rick, Chris and Tod
      stand by a dory watching the sea build.  They wear only
      tattered shorts, their hair sun bleached and their skin
      dark.

                               RICK
                We're here for the night.

                               TOD
                Yeah.


      EXT.  ROCKS - SAME

      Tight.  The eyes of predators.  Sharp, cunning, hungry.


      EXT.  BLACK SAND BEACH - DAY

      A lone wild goat grazes on the beach.  It looks up,
      sensing something, unfamiliar, then, returns to it's
      grazing.

      Tight.  Thundering bare feet on the black sand.

      The goat looks up again, this time it sees five
      Homosapiens bearing down on him.  They come naked,
      swinging their shredded clothing above their heads like
      lassos.  Shouting, whooping, primal.  The goat bolts for
      its life.

      Pounding through the waterline like the wild horses of
      Sable, the hunters charge after the hunted, closing.  The
      goat's eyes are full of a terror it has never known.

      The beach is broad and long with no cover.  The hunters
      are gaining on the goat.  Splashing feet pound closer...

      Suddenly they are upon the goat.  But, instead of
      attacking it, they just run through it, passing it.  The
      goat pulls up and stops, breathless, watching the naked
      humans run.

      Close on the faces of brothers, matching each other, step
      for step.  The music builds as we...

      FREEZE FRAME


      EXT.  BEACH - NIGHT

      Wild eyes behind the charcoal painted masks of primal man.
      The rhythmic beat of sticks clacking and voices chanting.
      The heaping of driftwood into piles.  Taught and powerful,
      the glistening bodies of young men.

      Blue sparks leap from striking flint against stone.  A
      flame is born.  Voices howl in guttural triumph.

      As the flames leap and singe the darkness, silhouettes of
      men pound the sand and cry out in a ritualistic dance.

      The goat watches from the shadows, bemused, as the dance
      builds to a frenzy.  The night sky is filled with the
      building sound of raging fire, pounding surf and chanting
      voices.


      EXT.  ALBATROSS - SAME

      The wind carries the sounds of ceremony across the water.
      The flames from the beach reflect off of the water turning
      the white hull of the ship, a deep flickering orange.  The
      word A-L-B-A-T-R-O-S-S has been spelled in huge flaming
      letters.  Alice joins Skipper at his place by the rail
      watching.

                               ALICE
                What are they doing?

                               SKIPPER
                Claiming their place in the world.


      EXT.  SHORELINE - DAWN

      The white surf hisses as it washes among the cinders of
      the evenings ritual.  The Galapagos have been returned,
      for now, to the frigates and the iguanas.

      Across the water against the rising sun, the Albatross,
      under full sail, is bound for home.


      EXT.  DECK - SAME

      The crew stand at their posts.  The yards and foretop are
      trimmed with sailors, their faces taught and their bodies
      hard.  No one looks back.


      EXT.  DECK - PANAMA CANAL - DAY

      Alice steps onto the deck from the chart house with papers
      in her hands.

                               ALICE
                Well gentlemen, I have the results
                of your college board scores.  I
                think most of you will be pleased.

      The crew members collect their exams.  Chuck notices John
      at the bow, alone, lost.

                               CHUCK
                You okay?

                               JOHN
                Yeah.  How'd you do.

      Chuck looks down at his exam apprehensively.

                               CHUCK
                Ninety-six.

                               JOHN
                Congratulations.

                               CHUCK
                What about you?

      John slowly passes his test to Chuck.

                               CHUCK
                It's a ninety-one!  It's an 'A'!

                               JOHN
                I know.

                               CHUCK
                        (excited)
                You know?  Then why are you up here
                looking like you're about to jump
                overboard?!

                               JOHN
                I just can't believe it.

                               CHUCK
                This is your moment, don't you see?
                The instant when you know that your
                life is never going to be the same
                again.  When you stand up and are
                counted.

      John tries to choke back his emotions.

                               JOHN
                I couldn't have done it without you.

                               CHUCK
                Yes you could.  You did.
                        (holding up the
                         exam)
                This is all you.  Nobody else.

      John looks out.

                               JOHN
                Thank you.

      Chuck smiles and joins John's gaze over the water.

                               CHUCK
                Feels different doesn't it?

                               JOHN
                What?

                               CHUCK
                That we're going back.  I don't want
                it to end.  I don't want to be what
                I was when I left.

                               JOHN
                What was that?

                               CHUCK
                Anonymous.

      Chuck looks at his test grimacing.

                               CHUCK
                I've been getting ninety-sixes my
                whole life.  It's what they expect.
                After all this, I still haven't
                figured it out.

                               JOHN
                Figured what out?

                               CHUCK
                Who I am, outside of this boat.
                What the hell I'm doing here.

                               JOHN
                I'll tell you who you are.  You're
                the glue.  You're the thing that
                holds everybody around you together.
                You're strong, you listen and you
                see things in people the rest of us
                can't.  It's a gift.

      It's Chuck's turn to fight emotion.

                               CHUCK
                You know, I never had friends like
                this.

                               JOHN
                Me either.

                               CHUCK
                I feel like... we can do anything.

      John smiles, clutching his exam.

                               JOHN
                We can.

                               OLDER CHUCK (V.O.)
                In the fading hours of that Pacific
                dusk, with nothing left to confess,
                for the first time we felt safe,
                capable, sure of who we were and
                where we were going.


      INT.  MAIN CABIN - DAWN

      The crew sleep in their bunks.  Lawford's voice rumbles
      down the companionway.

                               LAWFORD
                A wet sheet and a flowing sea/ A
                wind that follows fast, And fills
                the white and rushing sail, And
                bends the gallant mast/ Arise, arise
                you salty dogs.  The watch is on.

      Chuck, Tom, John, Terry and Tod roll out.  The dumb waiter
      clatters down from the galley with the morning's
      breakfast.  Skipper and some of the crew are already
      eating.


      EXT.  DECK - DAY

      The Albatross is under full sail trying to take advantage
      of what little wind there is.  The skies are gray and
      dank.  Tod and Terry are at the helm.  Chuck and John are
      amid ship.  John relieves Bill on the forward watch.

                               CHUCK
                Looks like we're gonna get wet.

                               BILL
                Well, we need it.  I want to take a
                nice long bath and catch some water
                for my laundry.

                               JOHN
                Save some for me will you?

                               BILL
                You got it.  I'm going below.

      Suddenly, a huge lightning bolt explodes out of the sky
      and strikes the water a hundred feet off of the starboard
      beam.  Everyone jumps.

                               TOD
                Jesus!!

      Skipper bolts onto the deck.

                               SKIPPER
                Everybody okay?

      The crew nod sheepishly.  A very close call.

                               SKIPPER
                All hands keep out of the rigging
                and stay clear of the masts.

      The clouds grow dark but no more lighting.  Tod laughs
      nervously.  Everybody joins in.  It's contagious.  Even
      Skipper manages a smile.

                               SKIPPER
                All right gentlemen.  Thor's had his
                fun.  Let's keep a keen eye.

      Skipper starts back into the chart house when suddenly, a
      powerful gust of wind drives the ship hard to a 45 degree
      list to the starboard.  Skipper stops and turns.

      Instinctively, John and Chuck spring for the rigging to
      drop sail.

                               SKIPPER
                        (sharply)
                No!  Stay down!!

      Skipper stares at the sky with the intensity of a cobra.
      Waiting.  The wind eases.  It becomes eerily still.  The
      ship slows and the sails go slack.  Silence.  Skipper
      maintains his vigil.

      CLOSE ON WATER

      Foam and spray appear off of the tops of the swells like
      the invisible footprint of a locomotive.  John sees it
      first.

                               JOHN
                        (shouting)
                HERE IT COMES!!!

      Everybody turns and looks.  Skipper's eyes suddenly widen
      as he realizes...

                               SKIPPER
                        (in a whisper)
                White Squall!

      The charging wall of wind slams into the topsails so hard
      it send a shudder throughout the ship.  The wheel is
      nearly ripped out of Tod's hands.  Instinctively, he tries
      to turn the ship into the wind.

                               SKIPPER
                Hard to starboard!!!  Hard to
                starboard!!!

      Confused, panicked, Tod keeps turning to the left, into
      the wind.  Skipper struggles to get to the wheel but when
      the ship heals so badly he slides sideways across the
      deck.

                               TOD
                No, hard to port!

                               SKIPPER
                TURN THE GOD DAMNED WHEEL TO THE
                RIGHT!!!

      Finally, Tod does as he is told.  But as soon as the ship
      starts to come about, the vicious wind drives her further
      onto her side.  As the deck becomes vertical Chuck half
      slips, half tumbles down to the starboard gunnel.


      INT.  MAIN CABIN - SAME

      Robin, Chris, Bill, Mike and Rick are seated at the table
      finishing breakfast as the ship starts to go.  They all
      share growing alarm as they watch the table reach it's
      maximum angle.  Dishes start sliding off.

                               BILL
                Get out!!  Everybody out!!


      EXT.  DECK - SAME

      Skipper manages to grab the ax mounted on the chart house
      and cuts the mainsheet with a single blow.  But it's too
      late.  The tall masts plunge into the ocean and the sails
      scoop tons of sea water, pinning the Albatross on her
      side.


      INT.  SKIPPER'S CABIN - SAME

      Alice struggles towards the door.  The book case tears out
      of the wall and strikes her.  She drops to her knees.  The
      door swings open in front of her.  She reels for a moment
      and then loses consciousness.


      INT.  FORWARD COMPARTMENT - SAME

      Lawford, Charlie and George are all hurled out of their
      bunks.  The world is suddenly sideways.  Lawford leaps up,
      pushing the others towards the companionway ladder.

                               LAWFORD
                GO, GO, GO!!!  TOPSIDE!!!  Come on
                Charlie!  George, get them out!!

      George disappears into the main cabin.  Lawford manages to
      get Charlie out.  As Lawford reaches the top of the ladder
      sea water explodes through the hatch and drives him back
      into the bowels of the ship.


      INT.  MAIN CABIN - SAME

      Robin is through the companionway in the chart house with
      Mike right behind him.  But instead of exiting, he holds
      the door open against the sea so that Mike can escape.

      Mike gets through the door before the rushing sea slams it
      closed, pinning Robin's arm.  He struggles to push
      through.


      EXT.  DECK - SAME

      John slashes at the lines securing the starboard lifeboat
      with his knife and manages to free it before it is dragged
      to the bottom.  He scrambles through the collapsed rigging
      tangled above him for the port lifeboat.

      AT THE STERN

      The Albatross is going down.  Fast.  Chuck and Tod stand
      on the after skylight.  Chuck catches glimpses of the
      struggle going on below.

                               CHUCK
                My God, they're drowning!

      Skipper catches a glimpse of Alice through the skylight.
      Water washes over her but she doesn't move.

                               SKIPPER
                Oh please, no.  Not this woman.


      INT.  SKIPPER'S CABIN - SAME

      Skipper's face is pressed hard against the skylight.  His
      muffled voice penetrates the cabin.  Alice stirs.  She
      looks around, delirious.

                               SKIPPER
                Alice, get up!!  Come on girl!!

      He pounds uselessly on the teak deck then tears at the
      planks, fingers bleeding.  Alice looks up confused but
      calm and finds Skipper's eyes.

      ON THE DECK

      Panicked for the first time in his life Slipper swings the
      ax wildly at the perpendicular deck sending a shower of
      splinters into the water.

                               SKIPPER
                Get out!!  Get out!!  Jesus Christ,
                please God, Alice get out!!!

      But after only two swings, the Albatross and Alice, slip
      beneath the sea.


      INT.  MAIN CABIN - SAME

      Water thunders in from every possible exit.  Chris and
      Rick push Bill towards the dumbwaiter.

                               RICK
                Bill, you go.  We'll be right behind
                you.

      Before he can say no, Rick and Chris jam Bill into the
      tiny shaft.  Suddenly, from below, a tremendous geyser
      smashes him to the top, knocking him unconscious.  But the
      pressure is so great that the water sweeps him through the
      galley and out onto the deck.


      EXT.  DECK - SAME

      Skipper struggles to reach John and the second life boat
      but sees that it is tangled in the rigging.

                               SKIPPER
                Johnny, it's not good.

      John defies him and keeps cutting.  The ship is almost
      completely submerged.

                               JOHN
                I can get it!

      Suddenly one of the deck lockers breaks free and plunges
      into the water taking lines and rope with it.  John
      becomes tangled and is dragged into the water.  Only his
      superior strength allows him to hold onto the lifeboat and
      keep cutting.

      The Albatross slips beneath the surface.  Instead of
      trying to free himself John keeps slashing at the lifeboat
      lines as he disappears, swallowed by the sea.


      INT.  FORWARD COMPARTMENT - SAME

      Eerie silence.  Lawford is trapped in an tiny air pocket.
      Debris float around.  He begins to panic as the water
      around him rises.

                               LAWFORD
                My God!!  Oh God I'm dying!!!

      He takes a deep breath and the water consumes him.  Then
      suddenly, the ceiling above him explodes from the pressure
      within.

      ON THE SURFACE

      Lawford is catapulted from the grip of death, to the
      surface.


      EXT.  SURFACE - SAME

      Chuck continues to frantically dive on the chart house
      door as the ship takes the 'Deep Six'.  Suddenly the ship
      rolls 180 degrees, her screws exposed and keel jutting up
      like a huge dorsal fin.


      EXT.  UNDERWATER - SAME

      Chuck feels the ship coming down on top of him but still
      finds Robin's arm.  They clasp tightly, but Chuck just
      can't budge the door.  Then, strangely, Robin releases
      Chuck's arm and pulls it back through the door.  Chuck
      looks up, startled.  The small round window in the door is
      illuminated from the cabin lights on the inside.

      Through the glass, Chuck meets Robin's frightened eyes.
      He fights to stay in a shrinking air pocket.  Robin takes
      a last gulp of air then, a calm comes over him.

      He meets Chuck's eyes again but this time with a strange
      acceptance.  They both know what's happening.  But Robin
      has refused to take his friend to the bottom with him.  He
      presses his hand to the glass.  Chuck does the same.  Then
      with a smile, Robin pushes himself away from the door,
      disappearing into the darkness and eternity.


      EXT.  SURFACE - SAME

      Chuck breaks the surface, gasping for air.  He looks
      around, frantic.  He sees nothing but the sea swells and
      debris.  All that remains is the sound of the wind and
      rain on the water.

      Suddenly, beneath him, a massive rumbling and explosion of
      foam.  Then, the tops of twin masts rise out of the water
      like shattered lances as the ship rights herself
      underwater.  She holds herself steady for a moment as if
      in a final attempt at resurrection, the Albatross begins
      to rise.  Faster and faster, until her entire length
      explodes out of the water in a mountain of foam and wave.

      ON THE DECK

      Like Ahab before him, John appears, lashed in a web of
      tangled line still slashing to free the remaining long
      boat.

      And for a moment, it looks as if she might stay there, as
      if this were just a final surreal lesson of the sea.  Some
      of the boys begin to cheer prematurely.  But Skipper knows
      better.  She's filled to the gills with sea water.

      She shutters.  Then, like a stone, she just drops, sucked
      to the center of the earth, John's hands still slashing,
      as she finally goes.

      PULL BACK TO REVEAL

      Survivors hanging onto the debris that floats in the
      watery tempest.  Strangely, the wind subsides.  The sea
      becomes calm and a stunned silence falls over those in the
      water.

                               CHUCK
                OH GOD!!!!!

      His scream echoes, for the grief of all.

      ON THE SURFACE

      There is an explosion of bubbles, and then she slips
      beneath the waves like a stone.  The stunned crew can only
      watch.

      Then, as if by magic, the second life boat erupts to the
      surface.

      Skipper fights off his emotions.  He knows what it means.
      John died cutting it free.

      Terry and Bill hang onto a life ring.  Blood runs from
      Bill's head.  Charlie, Mike and several others hold onto
      the side of the other freed life boat which has been
      swamped.  Lawford floats on his back, unconscious, but
      alive.  Several of the boys help pull him towards the
      boat.

      Skipper swims to the second boat, desperately looking for
      those not accounted for.  But, they are gone.

      Among the wreckage, the roof of the chart house.  The only
      sound left is the ominous tolling of the ship's bell,
      Robin's bell, still secure in it's fitting.


      EXT.  LIFE BOAT - DAY

      The boats have been floated and tied together.  Skipper is
      in one, Lawford in the other.  One of the two boats has
      been rigged with sail.  Skipper stands in the bow staring
      into the ink blue water.

                               SKIPPER
                Raise your sail, Bill.  North, north-
                east.  Keep a sharp look out for
                Florida.

      Bill studies him for a moment, then...

                               BILL
                Maybe we could wait around a little
                longer, sir...

      There is a long pause before Skipper answers.

                               SKIPPER
                        (quietly)
                She's gone... She's gone.

      There is something remarkably touching about this young
      man trying to take care of him.  He puts a hand on
      Skipper's shoulder.  It almost makes him crack.  He pats
      Bill's hand gently.

                               SKIPPER
                Carry on.

                               BILL
                Yes sir.

                               SKIPPER
                North, north-east.
                        (beat)
                And Dick, please make a note of our
                final position.

      Lawford nods sullenly.  Chuck looks out at the floating
      wreckage around them, silent, lost.

      Suddenly, there is a 'thump' on the hull of the boat.  The
      survivors share a confused look.  Then it comes again.

      Chuck looks out at the surface of the water.  It's
      suddenly alive... With sharks.

                               LAWFORD
                Hands and feet inside the boats.

      They come by the dozens.  Ramming the boats and rummaging
      through the debris.  They swarm around the boats until it
      seems as if the water is boiling.  Chuck picks up an oar
      and starts beating wildly at the sharks.

                               CHUCK
                AAAAHHHH!!!!

      The others take up the cause and in a moment they are all
      screaming and cursing the sharks.  It's a frenzy of grief
      and anger.

                               OLDER CHUCK (V.O.)
                We slashed at the sharks as if
                striking out at the finger of God.
                And we all begged silently for the
                ability to understand what had
                happened.  But, if there was a God
                that day, his answer came only in
                the moaning wind and our questions
                were left to drift unanswered, in
                the titanic ocean of our deepest
                grief.

      Exhausted, Chuck stops slashing and stares out.  lost.

                               CHUCK
                        (hushed)
                Wake up.  Wake up.  1-2-3 wake up.

      Like Robin's nightmare of his brother, this is all too
      real.


      EXT.  OCEAN - DAY

      The tramp freighter GRAN RIO steams toward the life boats.
      The crew stand silently, watching as the ship approaches.


      EXT.  SHIP - DAY

      Chuck stands on the deck of the Gran Rio as the last of
      the crew scramble up cargo netting hung over the side.
      Chuck stares out numbly watching as the two deserted long
      boats drift away.


      EXT.  DECK - GRAN RIO - DAY

      Chuck, now dressed, stands in the same spot at the rail,
      staring out.  A muffled sound pulls Chuck into the
      present.  He walks slowly down the after deck to a cabin
      door where sobbing escapes from the other side.  Chuck
      turns the handle and cracks the door.


      INT.  CABIN - SAME

      Curled up on the floor next to his bunk is Skipper.  A
      look of shock comes over Chuck's face.  Skipper has come
      completely unglued, sobbing deeply.

                               CHUCK
                        (tentative)
                Skipper?

      Skipper turns slowly, looking up.  His eyes are red and
      his face streaked with tears.  He looks at Chuck almost as
      if he doesn't know who he is.  Lost.

                               SKIPPER
                I'm sorry.  I'm so sorry.

      Chuck reels.  It sounds more like a confession than an
      outpouring of sadness.  Chuck closes the door.


      EXT.  HARBOR - TAMPA FLORIDA - DAY

      Skipper, back in control, and the crew, stand along the
      port rail of the Gran Rio.  A small flotilla of pleasure
      boats surround the ship and hundreds of people line the
      pier.  It's an intimidating sight.

      ON THE PIER

      Pensive, worried, angry faces of parents and families.
      Chaos.  Coast Guard Officials try to hold back the mob.

                               MAN
                What about the manifest!!  What
                about my son!!!

                               WOMAN
                How many made it?  Nobody will tell
                us anything!!

                               OFFICER
                We don't have a list of survivors
                yet.  Please stand back.  Don't
                push!

      Angry shouts drown him out.

      ON THE DECK

      The CAPTAIN of the Gran Rio comes down from the bridge
      with some of his officers and stand with Skipper and the
      others.  Several COAST GUARD OFFICERS join them on the
      deck.

      Skipper turns to the Captain and extends his hand.

                               SKIPPER
                Thank you.

      The Captain nods.  Skipper turns to his crew, looking over
      them.  A smile of deep pride passes his lips.  They all
      see it.  Then, between the Coast Guard Officers, he walks
      down the ramp.  Lawford and the crew fall in behind.


      EXT.  PIER - SAME

      A shouting mob waits for them.  Reporters and spectators
      shout and call out questions.  It reaches a fever pitch as
      the crew descend.  Skipper reaches the bottom of the ramp,
      his eyes meet a cool, familiar face.  Francis Boutillier.
      Phil stands next to him, staring at the ground.

                               FRANCIS
                        (above the shouting)
                Welcome home.

      Skipper is shoved forward by the crowd pushing and
      shoving.  The crew follow but are swept away.  Charlie
      stops in front of Phil.

                               CHARLIE
                Phil?

      Flash bulbs explode.  Charlie and the others are descended
      upon as reporters bark out questions.

                               REPORTER #1
                        (shouting)
                What the hell happened out there
                captain?

                               REPORTER #2
                How many boys did you lose...?  And
                how come you didn't go down with
                your ship?

      Parents begin to realize who has been lost.  Agonizing
      cries mix with jubilation.  It's emotional chaos.  The
      crew members are driven apart, they call to each other,
      suddenly aware of what's happening.

                               TOD
                        (panicked)
                Charlie!!  Bill!!

      Terry suddenly finds himself smothered in the arms of his
      MOTHER.  He strains to see what is happening to his
      shipmates.

                               TERRY'S MOTHER
                Oh, sweetheart!  Look at you...

                               TERRY
                Skipper!!

      Reporters corner them blocking his view.  More reporters
      clamor after Skipper, who doesn't reply.

                               REPORTER #3
                Captain, is it true that the ship was
                hit by a "White Squall"?

                               REPORTER #2
                Is it true the first mate is only
                fifteen?

      Bill steps in between them.

                               BILL
                It wasn't his fault mister...

                               REPORTER #4
                The National Weather Service says
                "White Squalls" are a meteorological
                phenomenon of the imagination.
                Would you care to comment of that?
                Don't you have anything to say to
                these parents?!!

      The reporter pops a flash picture in Skipper's face.
      Skipper flies around and knocks the camera to the ground.
      The reporter jumps back, startled.

                               SKIPPER
                Yes I do.  And it's private.  Very
                private.

      Skipper is swept away towards the CUSTOMS BOOTH by COAST
      GUARD OFFICERS.  Skipper surrenders the manifest and it is
      stapled to the outside of the door.


      INT.  CUSTOMS HUT - SAME

      Skipper is whisked inside.  The Coast Guard Officers lock
      the doors behind them.

                               OFFICER
                Sit down Captain.  We'll have a car
                here in a few minutes.  Can I get
                you a cup of coffee?

                               SKIPPER
                No, thank you.

      Skipper sits.  The wails of family members can be heard as
      they see the list outside.  Flash bulbs and faces press
      against the windows shouting questions.  He just stares at
      the floor.

      OUTSIDE

      From above we can see the group swarm around the the booth
      like angry hornets.  The crew are fractured and pulled
      apart from each other.  Charles, fights his way through
      the crowd.

                               CHARLES
                Chuck!  Chuck!!!

      Chuck tries to get to him.

                               CHUCK
                Dad!

      They embrace.  Flash bulbs explode all around them.

                               CHUCK
                Where's Mom?

                               CHARLES
                I couldn't bring her down here until
                I knew you were safe.

      A WOMAN

      Stands, staring at the empty ramp.  Lost.  A man comes up
      behind her and leads her away.

      A reporter shoves a microphone in Chuck's face.

                               REPORTER #5
                Was it the Skipper's fault?  And is
                it true drinking was permitted on
                board?  Why did the ship really go
                down?

      Charles grabs the guy and shoves him back into the crowd.
      Chuck strains to see his crew mates but they have been
      swept away.

                               CHARLES
                Come on.

      Charles puts his arm around Chuck, still barefoot, and
      together, they walk away.  Photographers trail after them,
      popping off a few last photos.  Chuck turns and looks
      back.


      INT.  CAR MOVING - DOWNTOWN - DAY

      A ride reminiscent of the one Chuck and his father took
      before the journey began.  There is a gulf of silence
      between them.  Charles breaks it.

                               CHARLES
                I thought we'd find a store, get you
                fixed up and then get you some
                lunch.  That sound good?

                               CHUCK
                Yeah, sure.

      Chuck stares out the window at the traffic and congestion.
      A car in front of them runs a red light.  Charles slams on
      the brakes.  Chuck is shaken up.  Charles notices.

                               CHARLES
                I'm sorry, son.  Are you okay?

      Chuck manages a nod.


      INT.  DEPARTMENT STORE - DAY

      Lavish and conspicuous by Chuck's recent standards, the
      store is crowded and jammed with merchandise.
      Claustrophobic.  Cash registers ring and MUZAK drifts in
      from above.  Chuck follows as Charles pulls things off of
      hangers and piles them into Chuck's arms.

                               CHARLES
                Why don't you go and try some of
                that on?

                               CHUCK
                Okay.


      EXT.  DRESSING ROOM - DAY

      Charles peruses the racks.  He calls to Chuck.

                               CHARLES
                How're you doing in there?

      Chuck calls from a dressing room.

                               CHUCK (O.S.)
                Fine.

                               CHARLES
                All right.  I'm gonna wander over
                and look at some shoes...


      INT.  DRESSING ROOM - SAME

      Chuck is curled up in the floor of the tiny booth.  Still
      dressed in the clothes from the Gran Rio, perspiration
      beads on his skin.

                               CHUCK
                        (calling out)
                Okay.

      Tears stream down his face.  He looks up and sees himself
      in the mirror.  The eyes that look back are eyes of the
      ages.  Involuntary sobs.  He begins to shake.  The tiny
      booth suddenly like a crypt.  Tight, with no air.  Chuck
      lets out a gasp.

                               CHUCK
                Oh God...

      Someone pulls open the curtain.  A MAN, from the next
      booth, fat and middle aged stands before Chuck in a pair
      of pants still sporting the price tags.  He looks down.

                               MAN
                You okay, kid?

      Chuck is suddenly in the throws of a full-on anxiety
      attack.  He leaps up and pushes past the man.


      EXT.  DRESSING ROOM - SAME

      Chuck explodes out of the dressing room.  Running, almost
      blind, he crashes into a rack of clothes.  Charles looks
      up as he scrambles to his feet and bolts for the doors.

                               CHARLES
                Chuck!!


      EXT.  STREET - SAME

      Charles bursts through the doors, looking up and down the
      street, but Chuck is... gone.


      EXT.  BEACH - SAME

      The setting sun paints Chuck's face with golden light.  He
      stares out across the water.  Charles walks up behind him.

                               CHUCK
                When we were growing up I always
                felt like you would take care of
                things, that everything would be
                okay.
                        (beat)
                But you can't make this okay, can
                you?

                               CHARLES
                No, I can't.

      Charles puts his arm around his son.  Together they turn
      and walk back towards the boardwalk, and the world.


      INT.  COAST GUARD HEADQUARTERS - NIGHT

      Skipper sits across from a Coast Guard Officer, TYLER, 60.
      Tyler pulls out a file and lays it on the table.

                               TYLER
                There are allegations questioning
                your competence with regard to the
                command of the Albatross.  I have
                been instructed to convene a formal
                tribunal to determine whether or not
                negligence played a part in the
                sinking.

                               SKIPPER
                I understand.

                               TYLER
                May I ask you something?

      Skipper nods.

                               TYLER
                How'd you manage to piss off a guy
                as powerful as Francis Boutillier?

                               SKIPPER
                It wasn't hard.

                               TYLER
                I used to helm a school ship.  A
                long time ago.

                               SKIPPER
                The Coast Guard 'Eagle'.  She never
                lost a race while you were Skipper.

      Tyler is taken aback by Skipper's knowledge.

                               TYLER
                That's right, we didn't.  I miss it
                sometimes.  But, there are other
                things a Skipper can do.

      Tyler removes his glasses and studies Skipper.

                               TYLER
                The families... want your ticket.
                Turn it in, we forget the whole
                thing.  Everybody goes home.

                               SKIPPER
                ... Absolutely not.

                               TYLER
                The papers are going to eat you
                alive.  Even if you beat it, you'll
                never get another commission.
                        (beat)
                They want someone to be accountable.

                               SKIPPER
                I am accountable.


      INT.  HOTEL ROOM - NIGHT

      Standard fare.  Two beds and a T.V.  Chuck's lacing a new
      pair of sneakers.  Charles is in the shower.  There is a
      knock at the door.  Chuck cracks the door.  It's Charlie.

                               CHARLIE
                We gotta talk.


      INT.  BOATHOUSE - NIGHT

      The crew stand by the bulkhead.  Bill tosses down a
      newspaper.  The headline reads:  INVESTIGATION TO PROBE
      SCHOOL SHIP TRAGEDY.

                               BILL
                We're all going to have to testify.
                They're going to try to take his
                license.

                               TOM
                Why?

                               CHUCK
                They need it to be simple.  They
                need a reason.

                               TOM
                Who?

                               CHUCK
                All of them.  Everybody waiting on
                that dock.

                               TIM
                So what are we supposed to do?

                               TOD
                Just tell 'em what we know and be
                done with it.  That's what he'd
                want.

                               TERRY
                Easy for you to say.

                               TOD
                What's that supposed to mean?!

                               TERRY
                Everybody knows why she went over
                Tod.  You jibed the boat.

                               TOD
                I was trying to get her up wind!
                That's what you do when you're hit
                a-beam.  Or maybe you're too stupid
                to know that!

                               TERRY
                That's not what Skipper thought.  He
                was trying to spill air from the
                main!

                               BILL
                It was coming four points off the
                bow, Terry.  He never could have
                gotten her around.

                               TERRY
                Were you on deck?  I was standing
                right there and all I know is, he...
                        (indicates Tod)
                ... disobeyed an order, twice, and
                the boat went over.

                               TOD
                It didn't go over 'til I turned her
                starboard!

                               BILL
                It was an act of God for Christ's
                sake.

                               TERRY
                It was an act of stupidity.

      Tod lunges at Terry.  Bill and Charlie pull them apart.

                               TOD
                        (screaming)
                Was it my fault we were running all
                that sail?!  Was it my fault she
                wasn't dogged down?!!  HUH?!!  I
                couldn't help that the ballast
                shifted...!  You son of a bitch!!
                It wasn't my fault!!  it wasn't.

      Tod breaks down, sodding on his knees.

                               BILL
                It's okay, Tod.

      Terry drags on a cigarette, then grinds out the butt.

                               TERRY
                Then whose?

      Tod looks up along with Bill and Charlie, all confused.

                               TERRY
                After the lightning strike, we tried
                to go aloft to drop sail.  We'd done
                it a thousand times.  We didn't have
                to wait for an order.  But Skipper
                called us down.

                               CHARLIE
                If the foremast had taken a strike,
                everyone in the rigging would've
                been fried.  What would you have
                done?

                               TERRY
                We would have scalloped the squares
                from the deck.  Right Bill?

      Bill turns and stares into the water, troubled.

                               TOD
                That's right, that's right!  Bleed
                the sails from the deck and she
                could've taken a hurricane!

      It's a strong argument.  Even Charlie is troubled by the
      implication.  There is a long moment of silence between
      them.

                               CHUCK
                This is crazy.  Nothing could have
                prevented what happened.

                               MIKE
                You guys are missing the point.
                This is all because of Phil.  Phil
                and his dear old dad.

                               BILL
                What?

                               MIKE
                How do you think they got this
                together so fast?  He's been laying
                for Skipper since the first day.

                               CHARLIE
                Come on.  Like he's got a vendetta
                or some such shit?

                               MIKE
                You got it.
                        (to Chuck)
                I told you he was a turn coat the
                day we kicked him off the boat.

      Chuck frowns, troubled.

                               CHUCK
                No.  You're wrong.

                               MIKE
                I'm telling you, the only way to
                change this is to get Phil to call
                off his old man.  And that ain't
                gonna happen.  So the way I see it,
                it's Skipper or us.

      The guys react.  It's a no win situation.


      EXT.  MOTEL - NIGHT

      Chuck knocks quietly on the door.  Phil answers the door.

                               CHUCK
                Can we talk?

                               PHIL
                I guess.

                               FRANCIS (O.S.)
                Who is it Philip?

                               PHIL
                It's okay.  I'll be in, in a minute.
                        (to Chuck)
                Look, what do you want?

                               CHUCK
                Everybody's saying this whole
                tribunal is happening because of
                your father.  Because of you.

                               PHIL
                Well that's just typical isn't it?

                               CHUCK
                Is it true Phil?

                               PHIL
                I gotta go.

                               CHUCK
                You weren't there, you don't know
                what happened.

                               PHIL
                        (defensive)
                I know enough.

      Chuck puts a hand out to stop him.

                               CHUCK
                Phil, please.  It won't change
                anything.  Tell him to call it off.

                               FRANCIS (O.S.)
                Who are you talking to out there
                Philip.  Come back in here.

      Phil meets Chuck's eyes, then looks away.

                               PHIL
                I'm sorry.

      He turns again and reaches for the door.

                               CHUCK
                Wait.

      Chuck hands him something.  Phil looks down, disbelieving.
      It's the ship's bell.  Robin's bell.  Their symbol of
      unity, of putting loyalty above fear.

                               CHUCK
                We figured he'd have wanted you to
                have it.
                        (beat)
                You do what you've gotta do Phil.

      He leaves Phil standing alone on the porch, full of
      emotion, trying to grasp it all.


      INT.  HEARING ROOM - DAY

      A small courtroom.  The room is filled with the crew
      members and their families, including the parents of the
      victims, as well as the media.  Phil sits with his father
      and dodges Chuck's eyes.  Coast Guard Officers Tyler,
      DOWNING and SANDERS head the proceedings.

                               TYLER
                The United States Coast Guard has
                been asked to conduct this maritime
                hearing to consider the revocation
                of Captain Richard Sheldrake's U.S.
                Master Seaman's Certificate.


      INT.  HEARING ROOM - LATER

      Bill sits at the table with his parents as questions are
      leveled at him.  Chief petty officers Sanders and Downing
      ask most of the questions as Tyler oversees the
      proceedings.

                               SANDERS
                Why didn't you drop any sail?

                               BILL
                Skipper called us out of the
                rigging.

                               SANDERS
                But your instinct was to lose sail?

                               BILL
                My instinct was to not get
                electrocuted.

                               SANDERS
                How old are you, son?

                               BILL
                        (hesitating)
                Fifteen.

                               SANDERS
                Thank you.

      LATER

      Phil is at the table with Francis.  Sanders asks the
      questions.

                               SANDERS
                Philip, why were you discharged from
                the Albatross?

      Phil doesn't look up and speaks in whispers.

                               PHIL
                Skipper thought I was a challenge to
                authority.

                               SANDERS
                Were you?

                               PHIL
                I don't know.

      LATER

                               FRANCIS
                Captain Sheldrake exhibited an
                arrogant, controlling attitude in my
                presence on more than one occasion.
                I believe he had a personality
                conflict with my son from the start.

                               SANDERS
                Well, if you don't mind my asking,
                sir, why did you let your son stay?

      Francis is stumped for a moment but recovers quickly.

                               FRANCIS
                It was his dream to go.  I could
                hardly stand in the way of that,
                could I?

      Phil rubs his temples as if he is going to explode.


      INT.  HEARING ROOM - LATER

      It is Skipper's turn at the table.

                               SANDERS
                Is it true that you forced Robin
                Weathers to climb the mast when it
                was clear that he was acrophobic.

                               SKIPPER
                He climbed when he was ready.

                               SANDERS
                Were you aware that his brother was
                killed in a fall.

      Chuck and the others look up astonished.  Mike shoots a
      look towards Phil.

                               MIKE
                He did it man.  He sang like a bird.

      Skipper hesitates.

                               SKIPPER
                Yes, I was.

      Whispers fill the room.

                               SANDERS
                Sir, were you aware at any time of
                the use of alcohol among the crew.

                               SKIPPER
                Yes, I was.

                               TYLER
                And you didn't do anything about it?

                               SKIPPER
                        (beat)
                No.  I didn't.

      Again the crew members are struck.  Charlie turns to
      Chuck.

                               CHARLIE
                They're twisting it all around.  Why
                doesn't he say something?

                               SANDERS
                Had you ever seen a "White Squall"
                before this incident?

                               SKIPPER
                No.

                               SANDERS
                What makes you so sure it was one?

                               SKIPPER
                I can't be sure.

                               SANDERS
                You really felt that your crew were
                up for the conditions.

                               SKIPPER
                We'd come twelve thousand miles
                together, through every kind of seas
                imaginable...

                               SANDERS
                Except, a "White Squall".
                        (beat)
                With all due respect Captain
                Sheldrake, they're only boys...

                               SKIPPER
                They are much more than that, sir.

                               SANDERS
                Is it true that the reason you
                expelled Philip Boutillier...

                               SKIPPER
                        (cutting him off)
                For killing a dolphin.

                               SANDERS
                ... and that you invited him to
                strike you?  To fight it out on the
                deck of your ship?!

      Skipper looks over at Francis.  Phil stares at the floor.
      Skipper manages an ironic smile.

                               SKIPPER
                Yes, that's true.

                               SANDERS
                Do you think this is funny?  Some
                kind of joke?  You lost six people
                out there.

                               SKIPPER
                        (white hot)
                I don't think one second of this is
                funny, sir.

      Skipper stares down Sanders.  He turns to Tyler.

                               SANDERS
                I have no more questions at this
                time.

      He turns to sit down, then stops.

                               SANDERS
                Oh, one last thing... Isn't true
                that your father was a sea Captain?

      Skipper bristles.

                               SKIPPER
                Yes.

                               SANDERS
                Isn't also true that his vessel went
                down off of Nantucket?  Lost
                everyone on board.  In fair weather
                no less.

      Skipper's silence is suddenly filled with rage.  Tyler
      sees it and tries to intercept.

                               TYLER
                What does this have to do with
                anything Mr. Sanders?

                               SANDERS
                        (smug)
                Oh, nothing.  I was just curious.

                               SKIPPER
                My father, was more seaman, more of
                a man, than you might ever hope to
                be.

      Sanders returns to his seat, rattled.  Tyler pounds his
      gavel.

                               TYLER
                We'll take a brief recess.


      EXT.  BUILDING - DAY

      The crew huddle in the parking lot.  Fractured, confused.
      Chuck, Tod, Charlie and Bill, stand off by themselves.

                               TOD
                There's still a way.

                               BILL
                What do you mean?

                               TOD
                It's me, don't you see.  Terry's
                right, I'm the escape hatch.  I
                disobeyed order.

                               CHUCK
                You taking the order wouldn't have
                changed anything.

                               TOD
                They don't know that.
                        (beat)
                We were the only one's on deck.
                Look, there's nothing they can do to
                me right?  I'm a kid.

                               CHUCK
                But that's not the point...

                               TOD
                That is the point... And Skipper'll
                slip off the hook.

      LATER

      Tod is on the stand.

                               DOWNING
                Why didn't you turn hard to port as
                the wind hit?

                               TOD
                I thought we'd have a better chance
                if I headed into the wind so we
                could spill air from our sails.

      Tyler removes his glasses.

                               DOWNING
                But the Captain ordered you hard to
                starboard.

                               TOD
                Twice.

                               DOWNING
                Is that what you were trained to do?

                               TOD
                No.

                               DOWNING
                Then what do you think he was trying
                to do.

                               TOD
                Let the blow drive the boat down
                wind.  Neutralize our canvas.

      Skipper is becoming uneasy.  He sees what is coming.

                               DOWNING
                So when the captain gave you an
                order contrary to your training, you
                thought he was making a mistake?

                               TOD
                No.

                               TYLER
                Then why son, why didn't you follow
                his order?

      Tod meets Skipper's eyes.

                               TOD
                Because -- I panicked.

      The room is suddenly buzzing.  Tod's Father stands up.

                               TOD'S FATHER
                That's not true Tod.

                               TERRY
                        (to Mike)
                What the hell?  What is he doing.

                               MIKE
                Son of a gun.  He just sent Skipper
                a life boat.

      Tyler turns to Skipper.

                               TYLER
                If this young man had responded
                instantly to your command, do you
                believe the ship might have been
                spared?

                               SKIPPER
                I don't know that anything could
                have prevented what happened.

                               TYLER
                Then what are you trying to say
                then?

      Skipper stands.

                               SKIPPER
                Maybe you can't see what's happening
                here, but it's clear to me.
                        (to Tod)
                I appreciate what you're trying to
                do Tod.  Maybe you could live with
                it, but I couldn't.
                        (to tribunal)
                If you think I'm going to let a
                sixteen year old take
                responsibility, then you
                underestimate me.  The Albatross was
                my ship.  The Ocean Academy was my
                school.  Her loss is mine and mine
                alone.
                        (to others)
                I can't bring your sons back.  If
                you want my ticket, if that will
                ease your loss, it's the least I
                can do.  This...

      Skipper pulls out his wallet and takes out his license.

                               SKIPPER
                This is easy.  Living with it,
                that'll be hard.

      Skipper turns and lays his license down in front of Tyler.
      Then he turns and begins walking towards the back of the
      room.

      The room erupts.  Crew members and their families hurl
      accusations and blame.  Cameras flash.  Tyler tries to
      regain control.  Suddenly Chuck stands, tall.

                               CHUCK
                No!!!  Don't you walk away!  Not
                now.  Not after all of this!!!!

      Skipper keeps walking.  His head slumps.  Tyler pounds his
      gavel.

                               TYLER
                That enough son!!  Order!!  Please!!

      Tears begin to stream down Chuck's face.  His father,
      Charles, slowly stands meeting his sons eyes.  Go for it.

                               CHUCK
                Tell me Skipper, was it all just a
                lie?  "Where we go one, we go all".
                We listened to you.  We believed it.
                And we're still here!!

      Skipper keeps moving.

                               CHUCK
                Shame on you then Skipper.  Shame on
                you.

      Skipper reaches for the door.  Suddenly a sound stops him
      cold in his tracks.  Phil slowly rises.  Tears streaming
      down his face.  Tightly in his hands he grips the ships
      bell.  Ding ding.  Ding ding.  Ding ding.  It is the
      ringing of the truth.  The tolling of their unity.

                               FRANCIS
                Sit down!

      Phil ignores him.  Skipper slowly walks over, his eyes
      never leaving Phil's.  He stops, facing him.  He gently
      takes his hands and silences the bell.  Then he smiles and
      puts a hand on the back of Phil's head fighting his own
      emotions.  He turns to Chuck.

                               CHUCK
                Tell them the truth.  Make them
                understand.

      The room grows silent.

                               SKIPPER
                        (smiling)
                You tell them Chuck.

      Chuck suddenly feels the eyes of the room.

                               CHUCK
                It's simple.  Bad things happen
                sometimes.  It wasn't Skipper or
                Tod.  It was all of us.  Everyone in
                this room.  Because we all knew the
                risks.
                        (to parents)
                You sent us... You paid our tuition,
                you allowed us to go.  So to invent
                a reason for why this happened, to
                pin it on one person, well that
                won't change anything.  It'll just
                make our experience meaningless.

      He turns to the tribunal.

                               CHUCK
                If you want to judge this man, judge
                him by his crew.  Judge him by Alice
                and George.  Chris and John and
                Robin.  In one way or another each
                one of them gave their lives saving
                one of us.  This may sound crazy but
                the Albatross wasn't just a ship, or
                even a school.  It was something
                that we made, that's inside us.
                That's who Skipper is.  That's what
                he taught us.  I guess what it
                really was about was... the
                privilege of sacrifice.

      Chuck turns to Skipper.

                               CHUCK
                Isn't that right?

      Skipper nods.

                               SKIPPER
                That's right.

      The room is silent.  Then, a voice.  A golden tenor
      singing like the wind.  Everyone turns.  It's Bill.

                               BILL
                When the sun came up, there was
                whisky in the cup, and not a one of
                us was sober...

      One by one the crew members stand and begin to sing.
      Chuck turns, surprised to see his father rise and stand
      with him.  Words or not.

                               CREW TOGETHER
                Jenny thought she saw a picture when
                it really was the sun, then we knew
                the party was over.

      They all stand facing Skipper and sing.  The voices build,
      sweeping over everyone like a wave.

                               CREW TOGETHER
                Oh my heart is sad, for leaving you
                today, but I know we'll meet again,
                when the moon is in the valley and
                the leafs are on the trees, We will
                come to clearly in the glen...

      Skipper meets Chuck's eyes and those of his mates.  Only
      now is his job finished.  He beams back.  The music swells
      like an anthem, building, like a swell lifting a small
      wooden boat over a jagged reef, until it rests safely in
      the calm waters beyond.

      The crew come together around Skipper one last time.  They
      embrace.


      EXT.  MYSTIC SEAPORT - HARBOR - DAY

      Older Chuck has returned to the small building where the
      funeral services were held earlier.  The people have gone
      but the funeral urn remains.


      EXT.  PIER - DAY

      Chuck walks to the dock.  He has the funeral urn in his
      hands.  He steps aboard a small sailboat and begins
      untying her.  The HARBOR MASTER notices and steps out of
      his office.

                               HARBOR MASTER
                What do you think you're doing.

      He walks over to the dock.

                               HARBOR MASTER
                All right friend, out of the boat.

      He tries to board the boat but Chuck greets him with the
      sharp end of a gaffing hook.

                               OLDER CHUCK
                        (softly)
                Stand away.

      He looks into Chuck's eyes and sees that he means
      business.  He backs off.  Chucks pushes away and raises
      the sail.  The harbor master watches, perplexed as the
      small boat moves off for open water.


      EXT.  OPEN SEA - SUNSET

      Bathed in the orange glow of the sun, Chuck stands naked
      against the ivory sail.

                               OLDER CHUCK (V.O.)
                They didn't take his ticket that
                day.  But why he never returned to
                the sea, I'd never know.  Perhaps he
                hadn't been able to free himself
                from the anchor of grief that had
                driven him to his knees aboard the
                Gran Rio, or that he no longer cared
                for the solitude and isolation of
                command without his Alice.  Or maybe
                it was just that the waves that had
                spoken to him for so long, had grown
                silent.  Whatever it was, that
                thing, it had always troubled me.
                Because, fate offers up no reasons.
                And maybe that's what I have
                traveled these thirty four years to
                say.  Maybe that is all I really
                know... And, that one man cared.

      Chuck turns to the sea and speaks.

                               OLDER CHUCK
                Rest easy old salt.  For together
                again, we'll sail.

      With a powerful heave, he hurls the Skipper's remains at
      the sinking sun and into the arms of Neptune.

                                                  DISSOLVE TO:

      EXT.  BEACH - SUNSET

      The same sunset, but from another time.  Four young men
      walk along a deserted beach.  A small boat has beached and
      rocks gently in the shallows.  The boys run up and look at
      it.  On the stern are painted the words:  BRIGANTINE
      ALBATROSS.

      SLOWLY PULL BACK to reveal endless white sand, blue water,
      the young men and the boat.

                               OLDER CHUCK (V.O.)
                Some time later we learned that one
                of our long boats had been
                recovered.  Several young men found
                it washed up on a nameless beach
                somewhere on the island of
                Hispaniola.  No one seemed to know
                who they were or where they came
                from, but they seemed to know of the
                Albatross.
                        (pause)
                Sometimes in my dreams those
                faceless young men reveal themselves
                as my lost companions, and on the
                twilight coral sands of forever,
                between my slumber and conscious
                state, we race naked again, so open
                and in love with those precious
                moments, running, ever laughing,
                ever young, ever free.

                                                  SLAM CUT TO:

      EXT.  GALAPAGOS - DUSK

      Young again, their hair sun bleached and skins brown,
      Chuck, John, Robin, Rick, Chris and Tod, pound through the
      surf in a grinning footrace.  Brothers all.  Music builds.

      FREEZE FRAME

                                                  FADE OUT.

                               THE END

      --------------------------------------------------------------