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     A M E R I C A N   B E A U T Y

     by Alan Ball

     FOR EDUCATIONAL PURPOSES ONLY

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

     FADE IN:

     INT. JAIL CELL - DAY

     EXTREME CLOSE-UP on a DROP OF WATER, gathering at the tip OF
     a faucet, a FLASH OF LIGHT refracting through it just before
     it FALLS.......

     PULLING BACK slowly, we see ANOTHER DROP OF WATER gather and
     FALL... and then ANOTHER... into a METAL SINK BASIN filled
     with water, rippling in concentric circles with each DROP,
     which we HEAR in a steady rhythm: DRIP... DRIP... DRIP...

                           RICKY (O.C.)
                   (singing in time to the
                   water dripping)
               I'M FIXING A HOLE... WHERE THE
               RAIN GETS IN....

     REVERSE ANGLE on the face OF a YOUNG MAN with his hair cut
     short, military-style, watching the dripping water as if
     hypnotized. We ZOOM slowly toward him...

     This is RICKY FITTS.  He's twenty, but his eyes are much
     older. Underneath his Zen-like tranquility lurks something
     wounded... and dangerous. He SINGS softly  to himself:

                           RICKY (cont'd)
               AND STOPS MY MIND FROM
               WANDERING...

     Through the bars OF his CELL we see RICKY is seated on the
     edge of a solitary cot in a JAIL CELL, staring intently at the
     metal sink on the wall across from him..

                           RICKY (cont'd)
               WHERE IT WILL GO...

     ON TELEVISION: INT. COURTROOM - DAY

     A sullen TEENAGE GIRL sits at a table in a COURTROOM,
     surrounded by lawyers. SUPERIMPOSED across the bottom of
     screen:  TEENAGE GIRL ACCUSED OF HIRING FATHER'S KILLER.  At
     the lower right corner is the JUSTICE TV logo. In the   upper
     right corner: LIVE.

     This girl is JANE BURNHAM. Seventeen-years-old, with dark,
     intense eyes. She stares blankly at the table in front of her.

                           D.A. (O.C.)
               Would you please tell the court
               how long you and the defendant have
               been friends?

                           ANGELA (O.C.)
               Uh, we've known each other since
               like, fifth grade? But we didn't
               really become friends until this
               past year?

     Jane looks up, her eyes hostile, at:

     Seated on the witness stand is seventeen-year-old ANGELA
     HAYES. Strikingly beautiful, with perfect, even features,
     blonde hair, and a nubile young body, she's the archetypal
     American dream girl. She is being questioned by a DISTRICT
     ATTORNEY.

                           D.A.
               During that time, did Jane ever
               say she disliked her father?

     INT. COURTROOM - CONTINUOUS

     We're now in the courtroom, where the JUSTICE TV CAMERAS
     focus on Angela as the D.A. questions her.

                           ANGELA
               Yes.

                           D.A.
               Exactly how did she say it?

                           ANGELA (cont'd)
               Uh, she said she hated his guts,
               and wished he was dead.

                           D.A.
               Did she tell you why?

     Angela hesitates, hot eager to answer this.  Finally:

                           ANGELA (cont'd)
               She said he was just too
               embarrassing to live, okay?

     ANGELA looks at JANE, who stares at her with absolute hatred.

                           ANGELA (cont'd)
               She said both of her parents were
               totally embarrassing, but her dad
               was like, way beyond? And somebody
               had to take him out. But she said
               her mom was just pathetic and
               probably didn't deserve to like,
               die.

     Elsewhere IN the COURTROOM, a very well-put-together WOMAN OF
     forty stifles a SOB. This is Jane's mother, CAROLYN BURNHAM.

     BACK on the witness stand, ANGELA looks contrite.

                           ANGELA (cont'd)
               I'm sorry, Mrs. Burnham, but she
               did.

     At her table, JANE buries her face IN her hands.

                           ANGELA (cont'd)
               You did. You said it.

     INT. POLICE STATION - LOBBY - DAY

     A suburban POLICE station. PHONES RINGING, officers with
     clipboards, lowlifes being booked. The usual.

     The front door opens and COLONEL FRANK FITTS enters, carrying
     a MANILA ENVELOPE. He's fifty, quite handsome, his graying
     hair cut short, military-style. He still moves like the
     athlete he once was, but his eyes tell us he's not happy, and
     hasn't been for some time. As he approaches the front desk,
     the uniformed clerk behind it looks up at him impassively.

                           COLONEL
               I need to speak to Detective
               Fleishman.

     INT. POLICE STATION - DETECTIVE'S OFFICE - MOMENTS LATER

     DETECTIVE FLEISHMAN, paunchy and constantly exhausted, opens
     the door to his office and motions Colonel Fitts inside.

                           FLEISHMAN
               Colonel Pitts.  How goes it?
                   (off his look)
               Forgive me.  That was a stupid
               question, after everything you've
               been through.

     He shows the COLONEL to a chair, then sits behind his desk.

                           FLEISHMAN (cont'd)
               So what can I do for you?

     The COLONEL sighs, looking at the MANILA ENVELOPE He holds.

                           COLONEL
               I found something. I think you
               should take a look at it.

                           FLEISHMAN
               Okay.

     But the COLONEL just sits there, holding the envelope.

                           COLONEL
               I don't want to do this.
                   (fighting back tears)
               But I was taught a little thing
               called duty. Something I wasn't
               able to teach my own son...

     He breaks down. FLEISHMAN crosses to him and places his hand
     on his shoulder. The Colonel shrugs it off, violently.

                           COLONEL (cont'd)
               No.

     Respectfully, FLEISHMAN steps back. the COLONEL pulls himself
     together and hands over the envelope, without looking up.
     Fleishman studies the envelope as he walks back to his desk,
     then opens it and takes out an unmarked HI-8 VIDEOCASSETTE. He
     looks at the Colonel quizzically.

     INT. JAIL CELL - DAY

     RICKY sits motionless, still focused on the DRIPPING water.

                           RICKY
                   (singing softly)
               I'M FILLING THE CRACKS THAT RAN
               THROUGH THE DOOR...

     ON TELEVISION:

     A rapid-fire MONTAGE OF VIDEO IMAGERY taken from recent news
     footage,      intercut with CELEBRITIES and scantily-clad
     MODELS of both sexes, accompanied by HEADBANGER MUSIC. THE
     REAL DIRT logo spins quickly into place, with exaggerated
     SOUND EFFECTS.

     ON TELEVISION: INT. TABLOID news SHOW SET

     A telegenic ANCHORPERSON addresses us. SUPERIMPOSED at lower
     left is THE REAL DIRT logo.  Behind the Anchorperson is an
     INSET GRAPHIC of Jane and Ricky.

                           ANCHORPERSON
                   (Australian accent)
               Lester Burnham.  Brutally murdered
               in cold blood, allegedly the victim
               of a teenage psychopath hired by
               his own daughter, Jane.  The case
               that has outraged America, has now
               become even more shocking. Tonight
               on The Real Dirt, we'll show you -
               for the first time anywhere - an
               astonishing videotape in which Jane
               and alleged killer Richard Fitts
               actually make their unholy pact.

     ON VIDEO: INT. FITTS HOUSE - RICKY'S BEDROOM - DAY

     JANE is leaning BACK IN bed, naked, smoking a joint. still
     SUPERIMPOSED at lower left is THE REAL DIRT logo, and Jane's
     breasts have been digitally BLURRED.

                           JANE
               I need a father who's a role
               model, not some horny geek-boy
               who's gonna spray his shorts
               whenever I bring a girlfriend home
               from school.
                   (snorts)
               Like he'd ever have a chance with
               her. What a lame-o. Somebody really
               should put him out of his misery.

     A beat. JANE plays with her hair, lost IN thought.

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

     JANE stares at the camera incredulously, then LAUGHS.

                           JANE
               Yeah, would you?

     INT. COURT - DAY

     We're TRACKING slowly across the mesmerized faces of the jury
     as they watch the videotape.

                           RICKY (O.C.)
               It'll cost you.

                           JANE (O.C.)
               I've been baby-sitting since I was
               ten, I've got almost three thousand
               dollars.

     We see the tape as it plays on the VIDEO MONITOR SET UP IN
     the front of the courtroom.  This time there is no THE REAL
     DIRT logo nor any digital blurring of Jane's nudity.

     ON THE MONITOR: JANE sits UP IN bed, smiling.

                           JANE (cont'd)
               I was saving it for a boob job.

     ON THE MONITOR: JANE stands and shakes her breasts.

     In the courtroom, Jane's mother Carolyn watches, stunned,
     gripping the arm of a well-dressed, silver-haired MAN at her
     side.

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

     Jane watches from her seat, her face a mixture of anger,
     disbelief and helplessness. We ZOOM toward her slowly.

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

     Tears spill from her blinking eyes, But she remains silent.
     ON THE MONITOR: Jane is back on the bed.

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

     ON THE MONITOR: she leans BACK and smiles dreamily at us.

     INT. JAIL CELL - DAY

     CLOSE on Ricky as he leans back on his cot, staring up at us,
     the same dreamy smile on his face.

                           RICKY
                   (singing softly)
               I'M TAKING THE TIME FOR A NUMBER
               OF
               THINGS... THAT WEREN'T IMPORTANT
               YESTERDAY...

     FADE to BLACK.

     In darkness, we HEAR Vic Damone singing "I'M NOBODY'S BABY,"
     as the words "ONE YEAR EARLIER" FADE IN AND OUT.

     FADE IN:

     EXT. SUBURB - EARLY MORNING

     We're FLYING high above an upper middle class SUBURB.  The
     wide streets are lined with stately elms and sycamores; the
     homes are traditional and well-kept.  Coming closer to the
     ground, we pick out a couple of male JOGGER.

     A DIFFERENT ANGLE on the Joggers. We're at level now, MOVING
     alongside them. They're both in their thirties, athletic,
     blandly handsome. They pass a STREET SIGN that  reads Robin
     Hood Trail.

     Suddenly, a MAN comes into view, FLYING Superman-style about
     three feet above their heads. He's wearing old-fashioned
     PAJAMAS, and a plaid flannel ROBE. As he passes overhead, the
     Joggers look up and wave excitedly, like children. He flashes
     them a grin and waves back, then he speeds up, leaving them
     behind.

     As the MAN flies down the street, a BARKING DOG runs along
     beneath him, jumping into the air, trying to catch him. The
     Man swoops and dips effortlessly, teasing the dog, then spots,
     at the end of the street, a young boy on a bicycle tossing
     newspapers onto people's porches, or as close as he can get.
     Seeing the flying Man, the boy tosses a paper high into the
     air. The dog tears off to catch the paper. The flying Man
     LAUGHS and shoots upward like he's been blown out of a cannon,
     grabs the paper, and swoops down, dropping it lightly on the
     front porch of a well-appointed, two-story HOUSE with
     distinctive CEDAR SHINGLE SIDING and a RED FRONT DOOR.

     The boy on the bike watches IN admiration. the MAN slowly
     floats by above him and tousles his hair. The dog BARKS. The
     boy throws another newspaper into the air, this time even
     higher than before, and the Man grins as he prepares to shoot
     up after it: this is going to be fun... and we SMASH CUT TO:

     INT. BURNHAM HOUSE - MASTER BEDROOM - DAY

     We HEAR the harsh BUZZ OF an ALARM CLOCK. Vic Damone still
     sings "I'M NOBODY'S BABY" elsewhere in the house. Outside, a
     dog is still BARKING

     The MAN we just saw FLYING Through the streets lies sleeping
     amidst expensive bed linens, wearing the same PAJAMAS. His
     hand reaches over and shuts the ALARM CLOCK OFF; his eyes
     remain clamped shut as he tries to hang onto his dream.... but
     it's gone. He sighs and opens his eyes.

     This man is LESTER BURNHAM, Carolyn's husband and Jane's
     father. He's forty-two, with a wide boyish face that's just
     beginning to droop around the edges.  He sits up in bed and
     rubs his face.

     We're in a large, comfortable bedroom that's tastefully
     decorated but not overdone - it could be a spread from
     Metropolitan Home. Lester gets out of the king-sized bed,
     crosses to a bay window covered with stylish wooden blinds,
     lifts one of the slats with his finger and peers through it.

     His POV: A DOG - the same dog from Lester's flying dream -
     BARKS excitedly at us from behind a white picket fence
     surrounding the front yard of the house across the street.

     EXT. BURNHAM HOUSE - CONTINUOUS

     The dog's POV: Lester looks down at us through the bay window
     of the HOUSE from his dream - we recognize the distinctive
     CEDAR SHINGLE SIDING. The dog continues to BARK.

                           LESTER (V.O.)
               My name is Lester Burnham. I'm
               forty two-years old. In less than a
               year, I'll be dead.
     INT. BURNHAM HOUSE - MASTER BATH - MOMENTS LATER

     We're in the shower with Lester. A waterproof RADIO plays
     COUNTRY MUSIC. He stands with his face directly in the hot
     spray1 eyes shut.

                           LESTER (V.O.)
               In a way, I'm dead already.

     ANGLE from outside the shower: we see Lester's naked body
     silhouetted through the steamed-up glass door. It becomes
     apparent he is masturbating.

                           LESTER (V.O.) (cont'd)
                   (amused)
               Look at me jerking off while I
               listen to country music. I hated
               this shit when I was growing up.
                   (then)
               Funny thing is, this is the high
               point of my day. It's all downhill
               from here.

     EXT. BURNHAM HOUSE front YARD - MOMENTS LATER

     CLOSE on a single, dewy AMERICAN BEAUTY ROSE, perfect IN
     shape and color. As we PULL BACK, a pair of gloved hands with
     CLIPPERS appear and SNIP the flower off.

     We continue PULLING BACK to discover Carolyn BURNHAM IN her
     rose garden in front of the house, cutting flowers and placing
     them in a basket, a determined, humorless look on her face.
     Even now, she is perfectly put-together; she wears color-
     coordinated gardening togs and has lots of useful and
     expensive tools.

                           LESTER (V.O.)
               That's my wife Carolyn.  See the
               way the handle on those pruning
               shears matches her gardening clogs?
               That's not an accident

     In the fenced front YARD OF the HOUSE across the street, the
     familiar dog is still BARKING. A well-groomed, athletic MAN in
     a conservative suit rolls a blue plastic city GARBAGE
     CONTAINER up the driveway to the curb.

                           JIM #1
               Bitsy. Hush.

                           LESTER (V.O.)
               That's our next-door neighbor Jim.

     A second well-groomed, athletic MAN IN a conservative suit
     comes out the front door.

                           JIM #2
               What in the world is wrong with
               her? She had a walk this morning.

                           JIM #1
               And a jerky treat.

                           JIM #2
                   (frowns)
               You spoil her.

                           LESTER (V.O.)
                   (re: the second man)
               And that's his lover Jim.

     We recognize the two Jims as the joggers from Lester's dream.

                           JIM #2
                   (sternly)
               Bitsy. No bark. Come inside. Now.

     Bitsy, suddenly subdued, allows Jim #2 to usher her inside.

                           LESTER (V.O.)
               It's weird they have the same
               name, but that's really no fault of
               their own.

     As Jim #2 gets into a Ford Taurus, Jim #1 crosses the street
     to greet Carolyn.

                           JIM #1
               Morning, Carolyn.

                           CAROLYN
                   (overly friendly)
               Good morning, Jim!  I just love
               your tie!  That color!

                           JIM #1
               And I just love your roses.  How
               do you get them to flourish like
               that?

                           CAROLYN
               Well, I'll tell you. Egg shells
               and Miracle Grow.

     ANGLE on the second floor bay window of the Burnham's house,
     where Lester stands in a bathrobe, drying his hair as he looks
     down at them.

                           LESTER (V.O.)
               Man. I get exhausted just watching
               her.

     His POV: We can't hear what they're saying, but Carolyn's
     facial expressions remain overly animated and cheerful, like
     those of a TV talk show host.

                           LESTER (V.O.) (cont'd)
               She wasn't always like this. She
               used to be happy. We used to be
               happy...

     Jim #2 pulls the Ford Taurus into the street; Jim #1 waves to
     Carolyn, jumps inside and they drive off. Carolyn immediately
     reverts to her previous resolute expression as she continues
     cutting flowers.

                           LESTER (V.O.) (cont'd)
               But she doesn't have much use for
               me anymore. About the only thing
               that gets her excited now is money.

     INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

     CLOSE on a young woman's hands counting DOLLAR BILLS. PULLING
     BACK, we see JANE BURNHAM, seated at a desk in her bedroom,
     wearing jeans and a tight cotton top with straps.  As she
     counts, she has the same resolute expression as her mother.

                           LESTER (V.O.)
               And this is my daughter Jane.
               Only child.  She takes after her
               mother in a lot of ways, although
               she'd never admit it.

     Having finished counting, JANE paper-clips the money together
     then types something into a computer.

     CLOSE on the COMPUTER MONITOR:  Personal banking software.
     We see the word DEPOSIT and the amount $38.00 as they're
     entered, then a new total in the balance column: $2,853.06.

     JANE smiles, pleased.  she stuffs the money into a KNAPSACK
     hanging on her closet door, then looks at herself in a full-
     length MIRROR. A beat, she turns sideways and arches her back
     so her breasts protrude as much as possible She frowns, then
     turns so she's facing the mirror, and hugs her herself
     tightly, to enhance the appearance of cleavage.

                           LESTER (V.O.) (cont'd)
               Janie is a pretty typical
               teenager. Angry, insecure,
               confused. I wish I could tell her
               all that's going to pass.
                   (then)
               But I don't want to lie to her.

     We HEAR a CAR HORN from outside. JANE grabs her KNAPSACK and
     a too-large flannel shirt from her closet and starts out.

     EXT. BURNHAM HOUSE - CONTINUOS

     A bright blue GARBAGE TRUCK fills the screen, as its
     MECHANICAL ARM lifts a matching blue city GARBAGE CONTAINER
     from the curb, emptying its contents into the truck. On the
     side of the truck:

     CITY OF ROCKWELL
     DEPARTMENT OF SANITATION
     Let's Recycle!

     In the Burnham's driveway: Carolyn1 now dressed for work in a
     completely different but equally well-coordinated outfit,
     stands next to a platinum-colored MERCEDES-BENZ ML320,
     reaching in through the drivers' window to blow the HORN
     again.

     Her POV: LESTER comes out the front door, dressed IN a
     business suit and carrying a briefcase, fumbling with his tie.
     Jane is close behind him, buttoning her flannel shirt, her
     knapsack slung over her shoulder.

     Carolyn frowns at both OF them.

                           CAROLYN
               Jane. Honey. Are you trying to
               look unattractive?

                           JANE
               Yes.

                           CAROLYN
               Well, congratulations.  You've
               succeeded admirably.

     Lester's briefcase suddenly springs open, his papers and
     files spilling onto the driveway.  As he drops to his knees to
     gather everything, Jane sidesteps around him.

                           JANE
               Nice going, Dad.

     LESTER looks UP her sheepishly, then at Carolyn.

     His POV: she looks down at us, slightly contemptuous But also
     bored, as if she gave up expecting anything more long ago.

                           LESTER
               I keep meaning to get this thing
               fixed...

     He smiles, trying to lighten the moment, but Carolyn's
     expression doesn't change. She opens the door and gets into
     the drivers seat. Jane takes the passenger seat, and Lester
     climbs into the back. The Mercedes-Benz ML320 starts to slowly
     back out of the driveway.

                           LESTER (V.O.) (cont'd)
               So that's my family... and this is
               my life.
                   (laughs)
               You'd think I wouldn't miss it so
               much...

     INT. MERCEDES-BENZ ML320 - a SHORT TIME LATER

     Carolyn is driving; Jane stares out the window. Lester is
     asleep in the back seat. Clint Black sings "DESPERADO" on the
     STEREO.

                           JANE
               Why are we listening to this
               whiny-ass music?

                           CAROLYN
               It's just what was on.

     JANE fiddles the tuner, searching FOR ANOTHER station.
     Something suddenly catches Carolyn's eye:

     Her POV: An ADVERTISEMENT on a BUS STOP BENCH shows a slick-
     looking, silver- ~ MAN smiling a toothy smile. It reads:
     Leonard Kane - The Real Estate King - Rockwell's Highest Sales
     Record Three Years Straight. We recognize him as the man
     seated next to Carolyn in court during Jane's trial.

     Carolyn glare at the ADVERTISEMENT as she drives past. it
     obviously bothers her.

                           JANE
               I don't see how you people can
               listen to that hillbilly crap.  It
               makes me want to buy a gun and
               shoot up a Burger King.

                           CAROLYN
               Well, your father was the last one
               to drive this car.  You know I
               don't like country music myself.
               It's so... common and twangy. I
               much prefer the old  ~b)V
               standards. Sinatra, Bobby Darin
               Doris Day...

     JANE Finally finds a STATION she likes: MOODY ALTERNATIVE
     ROCK. They drive along without speaking for a moment, then:

                           JANE
               Wake up, Dad, we're here.

     No response from Lester.

                           JANE (cont'd)
               Dad, look. It's Garth Brooks, and
               he's wearing that groovy cowboy
               hat. Maybe you can get his
               autograph.

                           CAROLYN
                   (chuckling)
               Jane. Hush.

     INT. COMMUTER TRAIN - a SHORT TIME LATER

     LESTER sits IN the crowded TRAIN, his head UP against the
     window. He's fast asleep.

                           LESTER (V.O.)
               Both my wife and my daughter think
               I'm this gigantic loser.

     He has a paper CUP OF COFFEE IN one hand, haphazardly holding
     it against his knee.  Slowly, it tips over, spilling onto his
     pants leg.  He remains asleep.

                           LESTER (V.O.) (cont'd)
               And they're right.  I've lost
               something very important.  I'm not
               exactly sure what it is, but I know
               I didn't always fell this...
               sedated.

     Finally, LESTER opens one eye.

     POV: from the front of the PATH train: We're ZOOMING along
     aboveground, unnaturally FAST heading toward a TUNNEL.

                           LESTER (V.O.) (cont'd)
               But you know what?  It's never too
               late to get it back.

     And we accelerate into the tunnel, and BLACKNESS.

     INT. OFFICE BUILDING - DAY
     CLOSE on a COMPUTER MONITOR, SCROLLING COPY.  It's MOVING by
     too quickly for us to read, but we can make out WORDS here and
     there: marketing... profits... strategy... etc.

     Lester sits at his workstation, in a BEIGE CUBICLE,
     surrounded by several IDENTICAL BEIGE CUBICLES. He's staring
     at the monitor and talking on a HEADSET PHONE. The light,
     friendly tone of his voice is at odds with the beleaguered
     expression on his face.

                           LESTER
               Hello, this is Lester Burnham from
               Media Monthly magazine calling for
               Mr.
               Keene... actually, I've already
               left a message, about four messages
               to be exact... I understand, but I
               have questions about the new
               product launch that your press
               release didn't quite cover...

     BRAD, an affable MAN IN his EARLY thirties, appears behind
     Lester. Lester is immediately aware of his presence.

                           LESTER (cont'd)
               I've already given you my
               number...
                   (sighs)
               555-5419. Yes. Lester Burnham.
               Thank you.

     He punches a button on his keyboard, then turns to Brad,
     smiling perfunctorily.

                           BRAD
               Les. Got a minute?

                           LESTER
               For you, Brad?  I've got five.

                           BRAD
               Good. Why don't we talk in my
               office?
     He smiles and crosses off.  LESTER watches him go, frowning.

     INT. BRAD'S OFFICE - MOMENTS LATER

     BRAD is seated behind his desk.

                           BRAD
               ...so I'm sure you can understand
               the need to cut corners around
               here.

     Lester sits across from him, scowling like a teenager who's
     been sent to the principal's office.

                           LESTER
               Sure. Times are tight, and you
               need to free up cash. Gotta spend
               money to make money.

                           BRAD
               Exactly.

     BRAD stands, ready to usher LESTER out, But LESTER remains
     seated.

                           LESTER
                   (blurts)
               Like when our editorial director
               used the company MasterCard to pay
               for a hooker, and then she used the
               card number to stay at the St.
               Regis for, what was it, three
               months?

                           BRAD
                   (startled)
               That's unsubstantiated gossip.

                           LESTER
               That's fifty thousand dollars.
               That's somebody's salary. Somebody
               who's probably gonna get fired
               because Craig has to pay women to
               fuck him!

                           BRAD
               Jesus. Calm down. Nobody's getting
               fired yet.  That's why we're having
               everyone write a job description,
               mapping out in detail how they
               contribute.  That way, management
               can assess who's valuable and who's

                           LESTER
               Expendable.

                           BRAD
               It's just business.

                           LESTER
                   (angry)
               I've been writing for this
               magazine for fourteen years, Brad.
               You've been here how long, a month?

                           BRAD
                   (frank)
               I'm, one of the good guys, Les. I
               trying to level with you. This is
               your one chance to save your job.

     LESTER leans BACK IN his chair, incredulous.

     INT. COMMUTER TRAIN - a SHORT TIME LATER

     Once again, LESTER sits IN the crowded TRAIN, his head UP
     against the window. But this time, he's not asleep; he glares
     darkly out at the tunnel walls as they fly by.

     EXT. BURNHAM HOUSE - THAT NIGHT

     The MERCEDES-BENZ ML320 pulls into the driveway, driven By
     Carolyn. A MOVING VAN is parked in front of the pale blue
     COLONIAL HOUSE next door. A couple of Movers carry a couch
     down the driveway toward the house.

     As LESTER and Carolyn get out OF the ML320 and head toward
     their front door:

                           CAROLYN
               There is no decision. Just write
               the damn thing!

                           LESTER
               You don't think it's weird and
               kinda fascist?

                           CAROLYN
               possibly. But you don't want to be
               unemployed.

                           LESTER

               Oh, okay.  Let's all sell our sols
               to Satan, because it's more
               convenient that way.

                           CAROLYN
                   (sighs)
               Could you be just a little bit
               more dramatic, please?

     Carolyn scopes out the MOVING VAN next door.

                           CAROLYN (cont'd)
               Well.  We've finally got new
               neighbors.  It's about time.  If
               the Lomans had let me represent
               them, instead of...
                   (heavy disdain)
               The Real Estate King, that house
               would have sold within a week,
               instead of sitting on the market
               for six months.

                           LESTER
               They were still mad at you for
               cutting down their sycamore.

                           CAROLYN
               Their sycamore? It was on our
               property!

     INT. BURNHAM HOUSE - DINING ROOM - LATER THAT NIGHT

     We HEAR John Coltrane and Johnny Hartman's rendition of "YOU
     ARE TOO BEAUTIFUL" on the STEREO.

     LESTER, Carolyn and JANE are seated at dinner IN the formal
     dining room. They eat by CANDLELIGHT, and a profusion of RED
     ROSES spills from a vase at the center of the table. We CIRCLE
     them slowly, as they eat. Nobody makes eye contact, or even
     seems aware of anybody else's presence, until...

                           JANE
               Mom, do we always have to listen
               to this elevator music?

                           CAROLYN
                   (considers)
               No. No, we don't. As soon as
               you've prepared a nutritious yet
               flavorful meal that I'm about to
               eat, you can listen to whatever you
               like.

     A long beat. LESTER Suddenly turns to Jane.

                           LESTER
               So Janie, how was school?

                           JANE
                   (suspicious)
               It was okay.

                           LESTER
               Just okay?

                           JANE
               No, Dad.  It was spec-tac-ular.
     a beat.

                           LESTER
               Want to know how things went at my
               job?

     Now she looks at him as if he's lost his mind.

                           LESTER (cont'd)
               They've hired this efficiency
               expert.  He's really friendly, and
               I really hate his guts. See,
               they're going to lay somebody off,
               but in the interest of being
               democratic, everybody gets to write
               a "job description" for him, in the
               hopes the assholes in management
               will read it and say, "Whoa, we
               can't
               do without this guy..."

     He trails off, obviously waiting FOR a response from Jane.

                           LESTER (cont'd)
                   (finally)
               You couldn't possibly care any
               less, could you?

     Carolyn is watching This closely.

                           JANE
                   (uncomfortable)
               Dad, what do you expect? You can't
               all of a sudden be my best friend,
               just because you've got a problem.

     She gets UP and heads toward the kitchen.

                           JANE (cont'd)
               I mean, hello. You've barely even
               spoken to me for months.

     She's gone.  Lester notices Carolyn looking at him
     critically.

                           LESTER
               Oh, what, you're mother-of-the-
               year?  You treat her like a
               employee.

                           CAROLYN
                   (shocked)
               what?!

     He gets UP and starts after Jane.

                           LESTER
               You treat us both like employees.

     Carolyn looks after him, slack-jawed.

     INT. BURNHAM HOUSE - CONTINUOUS

     A huge faux industrial KITCHEN, with floor-to-ceiling WHITE
     CERAMIC TILE, brushed steel appliances and antique hardware
     and lighting.  This is one of those "back-to-a-simpler-time"
     designer kitchens that cost a fortune. Jane stands at the
     sink, rinsing off her plate. Lester enters.

                           LESTER
               Honey, I'm sorry I...

     JANE turns and stares at him, waiting FOR him to finish.

                           LESTER (cont'd)
               I'm sorry I haven't been more
               available, I just... I'm...

     He's looking to her for a little help here, but she's too
     uncomfortable with this sudden intimacy to give him any.

                           LESTER (cont'd)
               You know,  you don't always have
               to wait for me to come to you...

                           JANE
               0h, great. So now it's my fault.

     EXT. BURNHAM HOUSE - CONTINUOUS

     ON VIDEO: We're looking at Lester and Jane through GREENHOUSE
     WINDOWS into the kitchen. We can't hear what they're saying,
     but it's obvious it's not going well. Jane puts her plate in
     the dishwasher and leaves. We follow her out the door, then
     the camera JERKS back to Lester calling after her.

     CLOSE on the LENS OF a high-tech portable VIDEO CAMERA. as we
     PULL BACK, the camera drops down to reveal RICKY FITTS, whom
     we recognize as the young man in jail at the beginning. His
     short hair and starched clothes give him a hyper-conservative
     appearance.  We linger on his placid face for a moment,
     then...

     INT. BURNHAM - KITCHEN - CONTINUOUS

     LESTER stands at the sink, rinsing off his plate, his face
     dark. His head suddenly jerks up and he looks out the window,
     as if he realizes he 's being watched.

     His POV:  We're looking at the pint where Ricky was just
     standing, but he's no longer there.

     LESTER frowns, then turns off the faucet, grabs a towel and
     dries his hands.  He tosses the towel on the snack bar on his
     way out, where it lands next to a FRAMED PHOTOGRAPH.

     We ZOOM slowly toward the PHOTOGRAPH: It's of Lester,
     Carolyn, and a much-younger Jane, taken several years earlier
     at an amusement park.  It's starling how happy they look.

     We HEAR CHEERING and APPLAUSE.

     INT. high SCHOOL GYMNASIUM - NIGHT

     We're at a high-school BASKETBALL GAME. Teenage boys, mostly
     black, play a fast and furious game. One team, dressed in
     light blue and white uniforms, scores a basket. The CROWD goes
     wild.

     Seated IN the bleachers, next to the high SCHOOL BAND, is a
     group of about twenty teenage girls, dressed in short light
     blue and white uniforms that manage to be both revealing and
     chaste. Among them, Jane sits next to ANGELA HAYES, whom we
     recognize from the witness stand at the beginning. Jane stands
     and scans the bleachers.

                           ANGELA
               Who are you looking for?

                           JANE
               My parents are coming tonight.
               They're trying to, you know, take
               an active interest in me.

                           ANGELA
               Gross. I hate it when my mom does
               that.

                           JANE
               They're such assholes. Why can't
               they just have their own lives?

     INT. MERCEDES - BENZ ML320 - CONTINUOUS

     Carolyn drives. LESTER is slumped IN the passenger seat.

                           LESTER
               What makes you so sure she wants
               us to be there? Did she ask us to
               come?

                           CAROLYN
               Of course not.  She doesn't want
               us to know how important this is to
               her.  But she's been practicing her
               steps for weeks.

                           LESTER
               Well, I bet you money she's going
               to resent this.  And I'm missing
               the James Bond marathon on TNT.

                           CAROLYN
               Lester, this is important.  I'm
               sensing a real distance growing
               between you and Jane.

                           LESTER
               Growing?  She hates me.

                           CAROLYN
               She's just willful.

                           LESTER
               She hates you too.

     Carolyn stares at him, unsure OF how to respond.

     INT. high SCHOOL GYMNASIUM - LATER

     The uniformed girls we saw earlier are Now standing IN
     formation on the gymnasium floor.

                           ANNOUNCER
                   (over P.A.)
               And now, for your half-time
               entertainment, Rockwell High's
               award-winning Dancing Pantherettes!

     IN the crowded stands, LESTER and Carolyn search FOR seats.

                           LESTER
               We can leave right after this,
               right?

     The HIGH SCHOOL BAND plays "TOP OF THE WORLD." On the gym
     floor, the girls perform synchronized dance steps, smiling
     energetically. They're well-rehearsed, but too young to carry
     off the ambitious Vegas routine they're attempting.

     LESTER, watching from the stands, picks out his daughter.

     His POV: JANE performs well, concentrating hard. Dancing next
     to her is Angela; she moves awkwardly, grace obviously not
     being her strong point. Suddenly she looks right us and
     smiles, a lazy, insolent smile.

     LESTER leans forward IN his seat.

     His POV: We're focused on Angela now.  Everything starts to
     SLOW DOWN, almost imperceptibly... the MUSIC acquires an eerie
     ECHO... and she keeps sneaking knowing looks at us...

     We ZOOM slowly toward LESTER as He watches, transfixed.

     His POV:  The light on Angela is brighter than on the others,
     somehow, and her awkwardness gives way to a fluid grace.  "TOP
     OF THE WORLD" FADES into dreamy, hypnotic TRIPHOP MUSIC.  The
     light on Angela grows even stronger, and the other girls
     around her DISAPPEAR entirely...

     LESTER is spellbound.

     His POV: ANGELA looks directly at us Now, Dancing ONLY FOR
     Lester. Her movements take on a blatantly erotic edge as the
     MUSIC increases in intensity. She starts to seductively unzip
     her uniform, teasing us with an expression that's both
     innocent and knowing, then... she pulls her uniform OPEN and a
     profusion of RED ROSES spills forth... and we SMASH CUT TO:

     INT. HIGH SCHOOL ~ - CONTINUOUS

     ANGELA, fully clothed, is Once again surrounded By the other
     girls. The HIGH SCHOOL BAND plays its last note, the Dancing
     Pantherettes strike their final showgirl pose, and the
     audience bursts into APPLAUSE.

     Carolyn claps along with the rest OF the audience. LESTER
     just sits there, unable to take his eyes off Angela.

     EXT. high SCHOOL GYMNASIUM - LATER

     The game is over. LESTER and Carolyn stand near the main
     door, as people trickle out of the gym.

                           CAROLYN
                   (after a beat)
               Okay, I can't wait any longer.
               I've got a killer day tomorrow -

                           LESTER
                   (emphatic)
               We don't leave without seeing her.

     Carolyn gives him an odd look.

                           LESTER (cont'd)
               Hey, this was your idea.
                   (then calls out)
               Janie!

     JANE and ANGELA, IN street clothes, have just come out OF the
     gym.  Jane rolls her eyes and crosses reluctantly toward her
     parents, followed by Angela.

                           LESTER (cont'd)
               You were really great, honey.
               Congratulations.

                           JANE
               I didn't win anything

                           LESTER
                   (to Angela)
               Hi, I'm Lester.  Jane's dad.

                           ANGELA
               Oh. Hi.

     An awkward beat.

                           JANE
               This is my friend Angela Hayes.

                           LESTER
               Okay, good to meet you. You were
               also good, tonight. Very...
               precise.

                           ANGELA
                   (warming)
               Thanks.

                           CAROLYN
                   (hugs Jane)
               Honey, I'm proud of you. I watched
               you very closely, and you didn't
               screw up once.
                   (then, to Lester)
               Okay, we have to go.

     She starts toward the parking lot. LESTER stays behind.

                           LESTER
               What are you girls doing now?

                           JANE
               Dad.

                           ANGELA
               We're going out for pizza.

                           LESTER
               Well, can we give you a lift?

                           ANGELA
               Thank s, but I have a car.

                           LESTER
               That's great!  Uh, Janie's hoping
               to get a car soon, aren't you
               honey?

                           JANE
                   (you freak)
               Dad.  Mom's waiting for you , and
               she look like she's about to start
               chewing her hair.

                           LESTER
               Well, it's great to meet you,
               Angela.  Any, uh, friend of Janie's
               is a friend of mine.

     ANGELA smiles at him, fully aware OF the powers she has over
     him. He is mesmerized; grateful, even.

                           LESTER (cont'd)
               So... I guess I'll be seeing you
               around.

               I guess.
                           ANGELA

     LESTER waves awkwardly as He crosses off.

                           JANE
               Could he be any more pathetic?

                           ANGELA
               I think it's sweet.
                   (then)
               And I think he and your mother
               have not had sex for a long time.

     INT. BURNHAM HOUSE - MASTER BEDROOM - a FEW HOURS LATER

     CLOSE on a solitary red ROSE PETAL as it falls slowly and
     silently through the air1 like a feather.

     We're in Lester and Carolyn's room, looking down on their bed
     from OVERHEAD. Even in sleep, Carolyn still looks determined.
     Lester, however, is wide awake and stares up at us.

                           LESTER (V.O.)
               It's the weirdest thing.

     The ROSE PETAL drifts into view, landing on his pillow.

                           LESTER (V.O.) (cont'd)
               I feel like I've been in a coma
               for about twenty years, and I'm
               just now waking up.

     More ROSE PETALS fall onto the bed.

                           LESTER (V.O.) (cont'd)
               I feel younger... lighter...
     He smiles UP at...
     his POV: ANGELA, naked, FLOATS directly above us as if IN
     water, kicking lazily as a deluge of ROSE PETALS falls around
     her.  Her hair fans out around her head and GLOWS with a
     subtle, burnished light.  She looks down at us with a smile
     that is all things: compassion... invitation... lust...

     LESTER smiles BACK and LAUGHS, as ROSE PETALS cover his face.

                           LESTER (V.O.) (cont'd)
               Spec-tac-ular.

     EXT. ROBIN HOOD TRAIL - CONTINUOUS

     A WHITE BMW 328si CONVERTIBLE winds its way down the street
     and pulls close to, but not into, the Burnham's driveway.

     INT. ANGELA'S BMW - CONTINUOUS

     ANGELA is driving, JANE is IN the passenger seat. both girls
     are stoned and LAUGH hysterically. Gradually, their LAUGHTER
     dies down. Iggy Pop sings "CANDY" on the RADIO.

                           JANE
               I'm sorry my dad was so weird
               tonight.

                           ANGELA
               It's okay. I'm used to guys
               drooling over me.
                   (lights a cigarette)
               It started when I was about
               twelve. I'd go out to dinner with
               my parents. Every Thursday night,
               Red Lobster. And every guy there
               would stare at me when I walked in.
               And I knew what they were thinking.
               Just like I knew guys at school
               thought about me when they jerked
               off...

                           JANE
               Vomit.

                           ANGELA
               No  I liked it. And I still like
               it. If people I don't even know
               look at me and want to fuck me, it
               means I really have a shot at being
               a model.  Which is great, because
               there's one thing worse in life
               than being ordinary.

     An awkward beat.  JANE stares at the floor.

                           JANE
               I really think it'll happen for
               you.

                           ANGELA
               Oh, I know.  Because everything
               that was meant to happen, does.
               Eventually.
                   (then)
               Maybe I should come in a say good
               night to your dad.

     The two girls break into a fresh round OF stoned LAUGHTER.

     EXT. BURNHAM HOUSE - CONTINUOUS

     On VIDEO: JANE gets out OF the CAR, still LAUGHING, and waves
     as Angela pulls away. We ZOOM in on Jane as she walks toward
     the house. She turns suddenly, sensing our presence, and looks
     directly at us.

     Her POV: We're looking at the pale blue COLONIAL HOUSE next
     door where the moving van was parked earlier. The front porch
     is shrouded in darkness... then a PORCH LIGHT abruptly reveals
     Ricky, perched on a white-washed Adirondack chair, having just
     turned on the overhead light. As usual, he wears very
     conservative clothes. There is a BEEPER attached to his belt,
     and his VIDEO CAMERA dangles loosely around his neck.

     Irritated, JANE stares at him, hard.

                           JANE
               Asshole.

     He looks BACK at her curiously, then raises his VIDEO camera
     and starts to videotape her.

     His POV, on VIDEO: JANE, angry and self-conscious, turns and
     walks quickly toward her house, flipping us off as she goes.

     INT. BURNHAM HOUSE - FOYER - CONTINUOUS

     JANE enters, closes and locks the door, quickly turns off the
     LIGHT that's been left on for her, then peeks through a
     window..

     Her POV: The Fitts' porch light is still on, but there's no
     sign of Ricky.

     Jane starts quietly up the stairs. Then, just as she's almost
     out of sight, she smiles, a schoolgirl thrilled to discover
     she's the object of a schoolboy's crush.

     FADE to BLACK.

     FADE IN

     INT. BURNHAM HOUSE  - JANE'S BEDROOM - THE NEXT MORNING

     CLOSE on an ADDRESS BOOK.  A man's hand flips to the H page
     and then his finger runs down the names on it, stopping at the
     name Angela Hayes...

     Lester, already dressed for work, sits at Jane's desk, going
     through her address book.  We HEAR the SHOWER running in the
     adjacent bathroom, and Jane SINGING "CANDY" at the top of her
     lungs.  Lester grabs her phone and dials.

                           JANE (O.C.)
               I'VE HAD A HOLE... IN MY HEART...
               FOR SO LONG...
     CLOSE on LESTER, with the receiver to his ear, nervous.

                           ANGELA (O.C.)
                   (over phone line)
               Hello? Hello?

     LESTER is frozen, unable to speak. Suddenly, the shower is
     turned off in the next room, and Jane's singing stops. Lester
     hangs up and exits quickly. A moment, then the PHONE RINGS.
     Jane emerges from the bathroom, dripping wet, and answers it.

                           JANE
               Hello?

     INT. HAYES HOUSE - ANGELA' S BEDROOM - CONTINUOUS

     ANGELA is sprawled across her bed, on the phone. the walls OF
     her room are covered with pictures of SUPERMODELS.

                           ANGELA
               Why'd you call me?

     Intercut with Jane in her bedroom:

                           JANE
               I didn't.

                           ANGELA
               Well, my phone just rung and I
               answered it and somebody hung up
               and then I star sixty-nined and it
               called you back.

                           JANE
               I was in the shower.

     Then JANE notices her ADDRESS book open to the H page.

                           JANE (cont'd)
               Oh, gross

     EXT. BURNHAM HOUSE - CONTINUOUS

     ON VIDEO: We're across from Jane's WINDOW, peering in.  Jane
     picks up the address book, frowning.  She speaks into the one,
     but we can't hear her.

                           WOMAN'S VOICE (O.C.)
                   (sing song)
               Rick-y! Break-fast!

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

     Ricky, dressed for school, stands at his open window,
     videotaping.  He lowers his CAMERA, but his eyes remain locked
     on Jane across the way.

                           RICKY
               Be right there.

     INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

     BARBARA FITTS stands at the stove, frying bacon. She's in her
     fifties; pretty, in a slightly childish way. She flips the
     bacon strips mechanically, her eyes focused elsewhere. Her
     husband, COLONEL FRANK FITTS (whom we recognize from his run-
     in with Detective Fleishman at the beginning), sits at a
     dinette reading The Wall Street 'Journal. They're each off in
     their own little world, which they vastly prefer to this one,
     then:

                           RICKY
                   (entering)
               Mom.

     Startled, BARBARA turns to him.

                           BARBARA
               Hello.

                           RICKY
               I don't eat bacon, remember?

                           BARBARA
                   (unnerved)
               I must have forgotten. I'm sorry.

     RICKY serves himself scrambled eggs from ANOTHER pan, then
     joins his father at the table.

                           RICKY
               What's new in the world, Dad?

                           COLONEL
               This country is going straight to
               hell.

                           RICKY
               So nothing's changed.

     A DOORBELL rings.  the COLONEL and BARBARA look at each
     other, alarmed.

                           COLONEL
               Are you expecting anyone?

                           BARBARA
               No.
                   (things)
               No.

     The COLONEL rises and heads toward the living ROOM, a little
     puffed up.  Curious, Ricky follows.  Barbara just stands
     there, frightened.

     INT. FITTS HOUSE - FOYER - CONTINUOUS

     The COLONEL opens the front door to reveal the two JIMS.

                           JIM #1
               Hi.

                           JIM #2
               Welcome to the neighborhood.

     Jim #1 holds out a basket filled with flowers, vegetables and
     a small white cardboard box tied with raffia.

                           JIM #1
               Just a little something from our
               garden.

     RICKY watches from the BACK OF the foyer.

                           JIM #2
               Except for the pasta, we got that
               at Dean and Deluca.

                           JIM #1
               It's unbelievably fresh. You just
               barely drop it in the water and
               it's done.

     The COLONEL stares at them, suspicious.

                           JIM #1 (cont'd)
                   (offers his hand)
               I'm Jim Olsen. I live across the
               street. Welcome to the
               neighborhood.

                           COLONEL
                   (shakes)
               Colonel Frank Fits, U.S. Marine
               Corps.

                           JIM #1
               Nice to meet you .  And this is my
               partner...

                           JIM #2
                   (offers his hand)
               Jim Boyd, but my friends call me
               J.B.

                           COLONEL
               Let's cut to the chase, okay?
               What are you guys selling?

     A beat.

                           JIM #2
               Nothing.  We just wanted to say hi
               to our new neighbors -

                           COLONEL
               Yeah, yeah, yeah. You said you're
               partners. So what's your business?

     A beat. the Jims look at each other, then BACK at the
     Colonel.

                           JIM #1
               Well, he's an entertainment
               lawyer.

                           JIM #2
               And he's an anesthesiologist.

     They're trying not to laugh. The Colonel looks at them,
     confused, then it dawns on him.

     INT. COLONEL' S FORD EXPLORER - LATER

     The COLONEL drives, staring darkly at the road ahead. IN the
     passenger seat, Ricky is using a CALCULATOR and jotting
     numbers down in a NOTEBOOK.

                           COLONEL
                   (suddenly)
               How come these faggots always have
               to rub it in your face? How can
               they be so shameless?

                           RICKY
               That's the whole thing, Dad. They
               don't feel like it's anything to be
               ashamed of.

     The COLONEL looks at RICKY sharply.

                           COLONEL
               Well, it is.

     A beat, as RICKY continues his calculations, before He
     realizes a response is expected from him.  Then:

                           RICKY
               You're right.

     The Colonel's eyes flash angrily.

                           COLONEL
               Don't placate me like I'm your
               mother, boy.

     RICKY sighs, then looks at his father and speaks with sincere
     hatred.

                           RICKY
               Forgive me sir, for speaking so
               bluntly, but those fags make me
               want to puke my fucking guts out.

     The COLONEL is taken aback, But quickly covers.

                           COLONEL
               Me too, son. Me too.

     Case closed, RICKY goes BACK to his calculations.

     CLOSE on the pencil in his hands... he's totaling two columns
     of NUMBERS. Under the column "Income" he writes in swift, bold
     strokes: $24,950.00.

     EXT. high SCHOOL CAMPUS - a FEW MINUTES LATER

     JANE and ANGELA are seated with two other TEENAGE GIRLS.
     They're all smoking.

                           ANGELA
               I'm serious, he just yanked it out
               and showed it to me. You know, like
               the President did to that woman.

                           TEENAGE GIRL #1
               Gross

                           ANGELA
               It wasn't gross. It was kind of
               cool.

                           TEENAGE GIRL #1
               So did you do it with him?

                           ANGELA
               Of course I did.  He is a really
               well-known photographer?  He shoots
               for Elle on like, a regular basis?
               It would have been so majorly
               stupid of me to turn him down.

                           TEENAGE GIRL #2
               You are a total prostitute.

                           ANGELA
               Hey.  That's how things really
               are.  You just don't know, because
               you're this pampered little
               suburban chick.

                           TEENAGE GIRL #2
               So are you.  You've only been in
               Seventeen once, and you looked fat,
               so stop acting like you're goddamn
               Christy Turlington.

     The two TEENAGE girls move away from JANE and Angela.

                           ANGELA
                   (calling off)
               Cunt!
                   (then)
               I am so sick of people taking
               their insecurities out on me.

     The Colonel's Ford Explorer pulls up, and Ricky gets out. The
     creases on his trousers are sharp enough to cut glass.

                           JANE
               Oh my God. That's the pervert who
               filmed me last night.

                           ANGELA
               Him? No way. Jane, he is a total
               lunatic.

                           JANE
               You know him?

                           ANGELA
               He was in my earth science class
               in eighth grade, and he always said
               the creepiest things, and then one
               day, he was just, like, gone. And
               then Connie Cardullo told me he his
               parents had to put him in a mental
               institution.

                           JANE
               Why? What did he do?

                           ANGELA
               What do you mean?

                           JANE
               Well, they can't put you away just
               for saying creepy things.

     ANGELA stares at JANE, then her mouth widens into a smile.

                           ANGELA
               You total slut.  You've got a
               crush on him.

                           JANE
               What? Please.

                           ANGELA
               You were defending him!  You love
               him.  You want to have, like, ten
               thousand of his babies.

                           JANE
               Shut up.

     JANE Suddenly finds RICKY standing IN front OF her, looking
     at her intensely.

                           RICKY
               Hi. My name's Ricky. I just moved
               next door to you.

                           JANE
               Uh, yeah. I know. I kinda remember
               this really creepy incident when
               you were filming me last night?

                           RICKY
               I didn't mean to scare you. I just
               think you're interesting.

     ANGELA shoots a wide-eyed look at JANE, who ignores it.

                           JANE
               Thanks, but I really don't need to
               have some psycho obsessing about me
               right now.

                           RICKY
               I'm not obsessing. I'm just
               curious.

     He looks at her intently, his eyes searching hers. JANE is
     unnerved and has to look away. Ricky smiles and walks off.

                           ANGELA
               What a freak. And why does he
               dress like a Bible salesman?

                           JANE
               He's like, so confident.  That
               can't be real.

                           ANGELA
               I don't believe him.  He didn't
               even like, look at me once.

     EXT. suburban NEIGHBORHOOD - DAY

     CLOSE on a wooden SIGN that reads:

     Open HOUSE TODAY
     BURNHAM & ASSOCIATES REALTY
     555-1618

     Carolyn BURNHAM the SIGN is planted IN front OF a RUN-down
     HOME in a run-down middle-class neighborhood.  The Mercedes-
     Benz ML320 is parked in front of the house.  Carolyn, wearing
     a T-shirt and jeans, unloads a box filled with cleaning
     supplies, a BOOMBOX and a garment bag from the back.
     Something across the street catches her eye.

     Her POV: IN front OF a DIFFERENT HOUSE with much More curb
     appeal is another SIGN, with a picture of the same silver-
     haired MAN we saw on the bus stop bench earlier. It reads:

     FOR SALE
     Call Leonard Kane - the Real Estate King
     555-1957

     Carolyn frowns and slams the BACK OF the MERCEDES shut, a
     little harder than necessary.

     INT. SALE HOUSE - living ROOM - MOMENTS LATER

     Carolyn enters, hangs her garment bag IN the hall closet and
     inspects the empty living room. The cathedral ceiling is
     painted an alarming burnt orange, and the native stone
     fireplace has shed a couple of stones onto the floor, which
     she quickly picks up and wedges back into the fireplace.

                           CAROLYN
                   (quietly)
               I will sell this house today.

     She plugs IN the BOOMBOX, presses a button and we HEAR Tony
     Bennett singing "WITH PLENTY OF MONEY AND YOU," which plays
     throughout the following

     MONTAGE
               We see Carolyn, working with
               fierce concentration as she:

     Doggedly scrubs countertops in the kitchen; Perches on a
     stepladder to dust a cheap-looking white ceiling fan in the
     mater bedroom; Cleans glass doors that overlook the patio and
     pool; Skims leaves off the surface of the pool; Sweeps the
     patio with a broom; And vacuums a dirty carpet that will never
     be clean.

     Throughout all this, she keeps repeating to herself:

                           CAROLYN
               I will sell this house today.
               I will sell this house today.
               I will sell this house today...

     She says This as if she believes she can actually will This
     house into being something more than the dump it is.

     INT. SALE HOUSE - BATHROOM - LATER

     Carolyn stands IN front OF the mirror, Now dressed IN a
     stylish but not-too-formal business suit.  She finishes
     applying lipstick, then stares at her reflection, critically.

                           CAROLYN
               I will sell this house today.

     She says This as if it were a threat, then turns to go. on
     her way out, she notices a smudge on the glass shower door and
     pulls off a piece of toilet paper to clean it.

     EXT. SALE HOUSE - front YARD - LATER

     CLOSE on the front door, as it opens to reveal Carolyn,
     greeting us with her most winning smile - the smile she thinks
     could sell ice to an Eskimo.

                           CAROLYN
               Welcome. I'm Carolyn Burnham!

     MUSIC ENDS.

     INT. SALE HOUSE - FOYER - CONTINUOUS

     Smiling, Carolyn leads a MAN and WOMAN into the living room.
     They're thirtyish, and they've seen a lot of houses today.

                           MAN
                   (looking up)
               How high is that ceiling?

                           CAROLYN
               Over twenty feet.

                           WOMAN
               That color is hideous.

                           CAROLYN
     a simple cream would really lighten things up.  You could
     even put in a skylight.

     The WOMAN wrinkles her face, skeptical.

                           CAROLYN (cont'd)
               Wait 'til you see the kitchen.

     INT. SALE HOUSE - KITCHEN - LATER

     Carolyn enters, still Smiling, followed By a DIFFERENT COUPLE
     in their fifties.

                           CAROLYN
               As you can see, it's been
               completely remodeled.

                           MAN
                   (opening cabinet)
               These have just been refaced. no
               new construction.

                           WOMAN
                   (re: faucet)
               What is this, gold?

                           CAROLYN
               No, it's solid brass.

                           WOMAN
               Kinda gaudy, isn't it?

     INT. SALE HOUSE - MASTER BEDROOM - LATER

     Carolyn stands with a different COUPLE: African American,
     late twenties. The woman is pregnant.

                           CAROLYN
               ...and you'll be surprised how
               much a ceiling fan can cut down on
               your energy costs.

                           MAN
               I got a cousin, he was a
               ballplayer. Ceiling fan fell on him
               in a bar and severed a tendon in
               his shoulder. Never fully regained
               use of that arm. Ruined his career.

     Carolyn just stares at him, still smiling.

     EXT. SALE HOUSE - BACK YARD - LATER

     Carolyn stands By the pool next to two thirtyish WOMEN with
     identical haircuts.

                           WOMAN
               The ad said this pool was "lagoon-
               like." But there's nothing "lagoon-
               like" about it.  Except for maybe
               the bugs.
                   (slaps her arm)
               There's not even any plants out
               here.

                           CAROLYN
               I have an excellent landscape
               architect -

                           WOMAN
               I mean, I think "lagoon," and I
               think waterfall, I think tropical.
               This is just a cement hole.

     A beat.

                           CAROLYN
               There are some tiki torches in the
               garage.

     The Women stare at her; she just keeps smiling.

     INT. SALE HOUSE - SUN ROOM - MOMENTS LATER

     Carolyn enters, alone. She's furious, much more furious than
     she should be. She locks the sliding glass door and starts to
     pull the vertical blinds shut, then stops. Standing very
     still, with the blinds casting shadows across her face, she
     starts to cry: brief, staccato SOBS that seemingly escape
     against her will. Suddenly she SLAPS herself, hard.

                           CAROLYN
               Stop it.

     But the Tears continue. she SLAPS herself again.

                           CAROLYN (cont'd)
               Weak. Baby. Shut up. Shut up!

     She SLAPS herself repeatedly until she stops crying. she
     stands. there, taking deep, even breaths until she has
     everything under control, then she finishes pulling the blinds
     shut, once again all business. She walks out calmly, leaving
     us alone in the dark, empty room.

     INT. HOTEL BALLROOM - LATER THAT NIGHT

     We HEAR a jazzy rendition of "DESAFINADO" under the
     cacophonous and oddly comforting DIN of a room full of people
     all talking at once.

     SIGN NEAR THE DOOR READS:

     GREATER ROCKWELL REALTOR RESOURCES GROUP

     Well-dressed professionals stand IN clumps, chatting.
     Catering waiters serve hors d'eouvres.  We discover Lester and
     Carolyn, with cocktails, MOVING through the crowd.

                           CAROLYN
               Lester, listen to me.  This is an
               important business function.  Now,
               as you know, my business is selling
               an image.  And part of my job is to
               live that image -

                           LESTER
                   (in unison with her;
                   he's heard this before)
               is to live that image -
                   (then)
               Just say whatever you want to say,
               okay?  Spare me the propaganda.

                           CAROLYN
                   (sighs)
               Will you please do me a favor and
               act happy tonight?

                           LESTER
                   (grins stupidly)
               I am happy, honey.

     Carolyn's jaw tightens, then:

                           CAROLYN
                   (spots someone)
               Leonard!

     She drag. LESTER toward a distinguished silver-haired MAN and
     his much younger WIFE. We recognize the Man as LEONARD KANE
     The Real Estate King.

                           CAROLYN (cont'd)
                   (shakes Leonard's hand)
               It's good to see you again.

                           LEONARD
                   (friendly)
               It's good to see you too,
               Catherine.

                           CAROLYN
               Carolyn.

                           LEONARD
               Carolyn! Of course.  How are you?

                           CAROLYN
               Very well, thank you.
                   (to his wife)
               Hello, Christy.

                           CHRISTY
               Hello

                           CAROLYN
               This is my husband, Lester -

                           LEONARD
                   (shakes Lester's Hand)
               It's a pleasure.

                           LESTER
               We've actually met. At this same
               thing last year?  Wait - maybe it
               was that Christmas thing at the
               Sheraton.

                           LEONARD
               Oh, yes.

                           LESTER
                   (friendly)
               It's okay.  I wouldn't remember me
               either.

     He LAUGHS. a little too loudly. Carolyn quickly joins in.

                           CAROLYN
                   (forced gaiety)
               Honey. Don't be weird.

     She smiles her winning smile at him. He knows This persona
     well, only it's never pissed him off as much as it does right
     now.

                           LESTER
               All right, honey. I won't be
               weird.

     He moves IN Suddenly, his face CLOSE to hers.

                           LESTER (cont'd)
               I'll be whatever you want me to
               be.

     And He kisses her - a soft, warm kiss THAT speaks
     unmistakably of sex - then turns to the others and grins.

                           LESTER (cont'd)
               We have a very healthy
               relationship.

     Carolyn's smile is frozen on her face, and we can see just
     about every vein in her neck.

                           LESTER (cont'd)
               Well.  I don't know about you, but
               I need another drink.

     He crosses off. Carolyn, Leonard and Christy watch him go.

     INT. HOTEL BALLROOM - MOMENTS LATER

     LESTER stands at the bar.  the bartender pours him a scotch.

                           LESTER
               Whoa. Put a little more in there,
               cowboy.

     The bartender complies.  LESTER takes his drink and turns to
     face the center of the room.

     His POV: Carolyn is talking to Leonard and Christy.  She's
     on: smiling, animated, LAUGHING too loud at their jokes.

     Lester smiles and shakes his head. Ricky approaches him,
     wearing a waiter's uniform, carrying a tray of empty glasses.

                           RICKY
               Excuse me - don't you live on
               Robin Hood Trail? The house with
               the red door?

                           LESTER
                   (suspicious)
               Yeah.

                           RICKY
               I'm Ricky Fitts. I just moved into
               the house next to you.

                           LESTER
               Oh. Hi, Ricky Fitts. I'm Lester
               Burnham.

                           RICKY
               Hi, Lester Burnham.

     A beat. LESTER looks away, scans the crowd, then downs the
     rest of his drink in one gulp. Ricky just stands there,
     watching him. Finally Lester turns back to Ricky: what does
     this kid want?

                           RICKY (cont'd)
               Hey, do you party?

                           LESTER
               I'm sorry?

                           RICKY
               Do you get high?

     Lester's surprised, but instantly intrigued.

     INT. HOTEL BALLROOM - MOMENTS LATER

     Carolyn and Leonard are deep IN conversation. Christy has
     wandered off.  Carolyn is nervous; Leonard seems amused.

                           CAROLYN
               I probably wouldn't even tell you
               this if I weren't a little tipsy,
               but... I am in complete awe of you.
               Your firm is, hands down, the Rolls
               Royce of local Real Estate firms,
               and, well, your personal sales
               record is, is, is very
               intimidating.  I'd love to sit down
               with you, just to pick your brain,
               if you'd ever be willing.  I
               suppose, technically, I'm the
               competition, but... I mean, I
               don't flatter myself that I'm even
               in the same league as you...

                           LEONARD
               I'd love to.

                           CAROLYN
                   (shocked)
               Really?

                           LEONARD
               Absolutely. Call my secretary and
               have her schedule a lunch.

                           CAROLYN
               I'll do that. Thank you.

     She smiles at him, and He smiles back. This situation is
     loaded and they both know it.

     EXT. HOTEL - LATER

     RICKY and LESTER stand next to a dumpster behind the service
     entrance to the hotel, smoking a JOINT.

                           LESTER
               What about... did you ever see
               that one movie, with the body
               walking around holding its own
               head? And then the head went down
               on that babe?

                           RICKY
               Re-Animator. It was okay.

     Suddenly, the service entrance opens, and a serious YOUNG MAN
     in a cheap suit peers out at them. Ricky hides the joint.

     Suddenly, the service entrance opens, and a serious YOUNG MAN
     in a cheap suit peers out at them. Ricky hides the joint.

                           MAN
                   (to Ricky)
               Look.  I'm not paying you to...
                   (eyes Lester,
                   suspiciously)
               ...do whatever it is you're doing
               out here.

                           RICKY
               Fine. Don't pay me.

                           MAN
               Excuse me?

                           RICKY
               I quit.  So you don't have to pay
               me.  Now, leave me alone.

     A beat.

                           MAN
               Asshole.

     He goes BACK inside. LESTER looks at RICKY, who shrugs as He
     stubs out the joint.

                           LESTER
               I think you just became my
               personal hero.
                   (then)
               Doesn't that make you nervous,
               just quitting your job like that?
               Well, I guess when you're all of,
               what? Sixteen?

                           RICKY
               Nineteen.
                   (off Lester's look)
               I was held back a few years in
               school. (then)
               I just do these gigs every now and
               then as a cover. I have other
               sources of income. But my dad
               interferes a lot less in my life
               when I pretend to be an upstanding
               young citizen with a respectable
               job.

                           CAROLYN (O.C.)
               Lester?

     Carolyn is standing IN the open service entrance, staring at
     Lester and Ricky curiously.

                           CAROLYN (cont'd)
               What are you doing?

                           LESTER
               Carolyn, this is Ricky Fitts.

                           RICKY
               Hi, I just moved next door to you.
               I also go to school with your
               daughter.

                           LESTER
               With Jane?  Really?

                           RICKY
               Yeah. Jane.

                           CAROLYN
               Hi
                   (then to Lester)
               I'm ready to leave.  I'll meet you
               out front.

     And she goes BACK inside.

                           LESTER
               Uh-oh. I'm in trouble. Well, nice
               to meet you, Ricky. Thanks for the,
               uh, thing.

                           RICKY
               Any time.

     LESTER goes inside.

                           RICKY (cont'd)
                   (calls after him)
               If you want any more, you know
               where I live.

     INT. BURNHAM HOUSE - FAMILY ROOM - LATER THAT NIGHT

     JANE and ANGELA are watching TV. we HEAR the BACK door open.

                           JANE
               Oh, God. They're home. Quick,
               let's go Up to my room.

     JANE switches off the TV and starts UP the stairs.

                           ANGELA
               I should say hi to your dad.
                   (off Jane's look)
               I don't want to be rude.

     She starts toward the kitchen. JANE comes BACK down the
     stairs. She doesn't like this.

     INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

     LESTER enters and opens the refrigerator, surveying the
     choices inside.

                           ANGELA (O.C.)
               Nice suit.

     He turns, and is instantly transfixed by:

     His POV: ANGELA leans against the counter, twirling her hair.

                           ANGELA (cont'd)
               You're looking good, Mr. Burnham.
                   (off his look)
               You look all relaxed.

     She starts toward him

                           ANGELA (cont'd)
               Last time I saw you, you looked
               kind of wound up.
                   (spots something)
               Oo, is that root beer?

     She reaches inside the refrigerator to grab a bottle. as she
     does, she moves to place her other hand casually on Lester's
     shoulder. He sees it coming. Everything SLOWS DOWN, and all
     sound FADES...

     EXTREME CLOSE UP on her hand as it briefly touches his
     shoulder in SLOW MOTION. He HEAR only the amplified BRUSH of
     her fingers against the fabric of his suit, and its unnatural,
     hollow ECHO...

     BACK IN Real TIME: she grabs the root beer and looks UP at
     him; smiling.

     CLOSE on LESTER: his eyes narrow slightly, then:

     He takes the root beer from ANGELA and puts it on the
     counter. Then he cups her face in his hands and kisses her
     roughly. She seems shocked, but doesn't resist as he pulls her
     toward him with surprising strength.

     He breaks the kiss, looking at her IN awe, then He reaches UP
     and touches his lips. His eyes widen as he pulls a solitary
     ROSE PETAL from his mouth right before we SMASH CUT TO:

     INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

     ANGELA is BACK against the counter, drinking the root beer.
     Lester stands by the refrigerator, gazing at her, still lost
     in his fantasy.

                           ANGELA
               I love root beer, don't you?

     JANE watches from the doorway to the FAMILY ROOM, staring at
     her father and feeling incredibly awkward in her own home.
     Carolyn enter from the dining room. Lester snaps out of it and
     grabs a root beer from the refrigerator.

                           JANE
               Mom, you remember Angela.

                           CAROLYN
                   (her sales smile)
               Yes, of course!

                           JANE
               I forgot to tell you, she's
               spending the night.  It that okay?

                           LESTER
               Sure!
     He takes a sip OF his root beer, But it goes down the wrong
     way and he starts COUGHING violently.

     INT. BURNHAM HOUSE - JANE'S BEDROOM - LATER THAT NIGHT

     ANGELA lays on the bed, IN her bra and panties, flipping
     through a fashion magazine. Jane, in an oversized T shirt,
     plays a video game on her computer.

                           JANE
               I'm sorry about my dad.

                           ANGELA
               Don't be. I think it's funny.

                           JANE
               Yeah, to you, he's just another
               guy who wants to jump your bones.
               But to me... he's just too
               embarrassing to live.

                           ANGELA
               Your mom's the one who's
               embarrassing. What a phony.

     JANE glances at ANGELA, irritated.

                           ANGELA (cont'd)
               But your dad is actually kind of
               cute.

                           JANE
               Shut up.

     Lester, still in his suit, stands outside Jane's room, his
     ear up against the door.  He can't believe what he's hearing.

                           ANGELA (O.C.)
               He is.  If he just worked out a
               little, he'd be hot.

                           JANE (O.C.)
               Shut up.

                           ANGELA (O.C.)
               Oh, come on.  Haven't you ever
               sneaked a peek at him in his
               underwear?

     INT. BURNHAM HOUSE - JANE'S ROOM - CONTINUOUS

                           ANGELA
               I bet he's got a big dick.

                           JANE
               You are so grossing me out.

                           ANGELA
                   (really enjoying this)
               If he built up his chest and arms,
               I'd totally fuck him.

     JANE covers her ears and starts singing to drown her out.

     INT. BURNHAM HOUSE - HALLWAY - CONTINUOUS

     Lester, still listening, looks like he's about to implode.

                           ANGELA (O.C.)
                   (laughs)
               I would! I would suck your dad's
               big fat dick, and then I would fuck
               him 'til his eyes rolled back in
               his head!
                   (then)
               What was that noise? Jane.

     Jane's SINGING stops.

                           ANGELA (O.C.) (cont'd)
               I swear I heard something.

     Panicked, LESTER scurries down the hall.

     INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

                           JANE
               Yeah, it was the sound of you
               being a huge disgusting pig.

                           ANGELA
               I'm serious.

     We HEAR the sharp TAP OF a penny being thrown against glass.

                           ANGELA (cont'd)
               See?

     ANGELA crosses to the window and looks out.

                           ANGELA (cont'd)
                   (spots something)
               Oh my God. Jane

     EXT. BURNHAM HOUSE - CONTINUOUS

     We see Angela standing at the window in her underwear,
     looking down at us.  Jane joins her and is immediately
     unnerved by what she sees:

     Their POV:  In the Burnham's DRIVEWAY, the word "JANE" is
     spelled out in FIRE.

     INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

                           JANE
               What is it?

                           ANGELA
               It's that psycho next door. Jane,
               what if he worships you? What if
               he's got a shrine with pictures of
               you surrounded by dead people's
               heads and stuff?

                           JANE
               Shit. I bet he's filming us right
               now.

                           ANGELA
                   (intrigued)
               Really?

     EXT. BURNHAM HOUSE - CONTINUOUS

     ON VIDEO: We're across from Jane's window, peering in. Jane
     tries to shut the drapes, but Angela won't let her. Irritated,
     Jane retreats into the room. We ZOOM toward her, even as
     Angela poses in the window, waving, but we're clearly not
     interested in Angela. The ZOOM continues, searching for Jane,
     who has disappeared. Finally, we settle on the full-length
     MIRROR on the open closet door, where we see a REFLECTION of
     Jane, back at her computer. She's smiling.

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

     RICKY sits IN darkness with his VIDEO camera, videotaping
     through the open window. He lowers his camera and smiles...
     then something below catches his attention.  He leans out the
     window to get better look at:

     EXT. BURNHAM HOUSE -GARAGE - CONTINUOUS

     Ricky's POV: Through a WINDOW on the front of the Burnham's
     GARAGE DOOR, we see Lester, still in his suit, digging through
     shelves against the back wall.

     INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

     LESTER pulls aside old board games, badminton racquets, and
     strings of Christmas lights, searching for something as if his
     very life depended on it.

                           LESTER
               Shit. Shit!

     Then He yanks aside a box OF wallpaper scrap, and his face
     lights up at what he finds:

     A pair OF DUMBBELLS, obviously unused FOR many years.

     LESTER rips off his jacket and tie and unbuttons his shirt.
     He glances around, finding his REFLECTION in the WINDOW as he
     pulls off his shirt, then the T-shirt underneath.

     He eyes himself critically: Angela was right, he's not in bad
     shape. Naturally broad-shouldered, with just a few extra
     pounds around his middle that wouldn't be hard to shed. He
     kicks off his shoes and begins to step out of his pants.

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

     RICKY holds his camera UP and starts to videotape.

     EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

     Ricky's POV, on VIDEO: Through the GARAGE DOOR WINDOW, we see
     Lester stepping out of his pants. He then pulls off his
     briefs, and stands there naked, except for black socks. He
     grabs the dumbbells and starts lifting them over his head;
     although he's watching his reflection in the window, it looks
     like he's watching us as we're watching him...

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

     RICKY stands at the open window, videotaping.

                           RICKY
               Welcome to America's Weirdest Home
               Videos.

     Suddenly we HEAR someone trying to open the door from the
     other side - it's locked.

                           COLONEL (O.C.)
               Ricky!

     MOVING swiftly, RICKY pulls the drapes shut and switches on a
     light.  His room is a haven of high-tech.  A state-of-the-art
     multimedia COMPUTER crowds his desk, and high-end STEREO and
     VIDEO EQUIPMENT line the shelves, as well as HUNDREDS OF CDs.
     There is easily twenty thousand dollars worth of equipment in
     this room.

                           RICKY
               Coming, Dad.

                           COLONEL (O.C.)
               You know I don't like locked doors
               in my house, boy.

     RICKY grabs a REMOTE and switches on his wide-screen TV just
     before he opens the door.

                           RICKY
               I must have locked it by accident,
               sorry. So what's up?

     The COLONEL holds out a small PLASTIC CUP with a CAP.

                           COLONEL
               I need a urine sample.

                           RICKY
               Wow. Is it six months already?
               Can I give it to you in the
               morning? I just took a whiz.

     The Colonel doesn't respond. His eyes are focused on:

     On the TV: the shower scene from Top Gun plays. Seminude
     young MALE BODIES, artfully lit.

                           COLONEL
               What the hell is that?

     RICKY turns to the TV.

                           RICKY
               Top Gun. It's about pilot training
               in the Air Force. You never saw it?

     The COLONEL shakes his head, eyes glued to the screen.

                           RICKY (cont'd)
               Oh, you would love this movie,
               Dad.  Want to watch it with me?

     The COLONEL looks at him sharply, then:

                           COLONEL
               No.

     He quickly walks down the hall.  RICKY smiles, shuts and
     locks his door.  He puts the plastic cup on the shelf, then
     crosses to a MINI REFRIGERATOR in the corner of his room and
     opens it.  He takes out a cup-sized TUPPERWARE CONTAINER from
     the freezer, already filled with urine, albeit frozen, and
     places it on a saucer to thaw overnight.

     INT. BURNHAM HOUSE - MASTER BEDROOM - LATER THAT NIGHT

     Carolyn lies sleeping; Lester is awake, staring at the
     ceiling.  After a moment, he gets up taking care not to
     disturb Carolyn, and walks toward the bathroom.

     INT. BURNHAM HOUSE - MASTER BATH - CONTINUOUS

     LESTER enters and switches on the LIGHT. the ROOM is filled
     with STEAM. Lester looks around, confused, then focuses on:

     His POV: across from us, IN a PEDESTAL BATHTUB, is Angela.
     She smiles and beckons us, and we MOVE CLOSER. ROSE PETALS
     float on the surface of the water, obscuring her naked body.

                           ANGELA
               I've been waiting for you.

     LESTER kneels By the BATHTUB like a MAN IN church. ANGELA
     reaches out and feels his biceps.

                           ANGELA (cont'd)
                                  Oh! You've been working
               out, haven't you? I can
               tell.

     She arches her BACK, and her breasts protrude Through the
     surface of the water. She looks up at Lester.

                           ANGELA (cont'd)
               I was hoping you'd give me a
               bath... I'm very, very dirty.

     LESTER gives her a hard look, then slowly slips his hand into
     the water between her legs. Her eyes widen and she throws her
     head back... and we SMASH CUT TO:

     INT. BURNHAM HOUSE 0- MASTER BEDROOM - CONTINUOUS

     CLOSE on Carolyn, her eyes wide, listening to the rhythmic
     BRUSH of Lester's hand as he masturbates under the covers.

     She flips over and faces him.

                           CAROLYN
               What are you doing?

     A beat.

                           LESTER
               What does it look like I'm doing?
               I'm whacking off.

                           CAROLYN
               What?!

     She switches on the bedside light and gets out OF bed.
     Lester LAUGHS.

                           LESTER
               Spanking the monkey. Flogging the
               bishop. Choking the chicken.
               Jerking the gherkin.

                           CAROLYN
               How disgusting.

                           LESTER
               Oh. Well, forgive me, but I still
               have blood pumping through my
               veins!

     A beat. Carolyn sits IN a chair across the ROOM from him.

                           CAROLYN
               Lester. I refuse to live like
               this. This is not a marriage.

                           LESTER
               This hasn't been a marriage for
               years. But you were perfectly happy
               as long as I kept my mouth shut.
               Well, guess what? I've changed. And
               the new me whacks off when he feels
               horny, because you're obviously not
               going to help me out in that
               department.

                           CAROLYN
                   (furious)
               Don't mess with me, mister, or I
               will divorce you so fast it'll make
               your head spin!
                           LESTER
               On what grounds?  I'm not a drunk,
               I don't fuck other women, I've
               never hit you, or mistreated you,
               or even tried to touch you since
               you made it clear just how
               unnecessary you consider me to be.
               But.  I did support you while you
               got your license.  And some people
               might think that entitles me to
               half of what's yours.

     She's stunned - it's clear he knows where she's most
     vulnerable.  He sees this, and likes it; it feels good to win
     for a change.  He curls up under the covers contentedly.

                           LESTER (cont'd)
               Turn the light off when you come
               to bed, okay?

     Carolyn just sits there, staring at him with absolute hatred.

     FADE to BLACK.

     FADE IN:

     EXT. ROBIN HOOD TRAIL - EARLY MORNING

     We're FLYING high above the neighborhood, like in Lester's
     dream at the beginning. Below us we see the two Jims, jogging.
     We approach them steadily.

                           LESTER (V.O.)
               It's a great thing to realize you
               still have the ability to surprise
               yourself. Makes you wonder what
               else you can do that you've
               forgotten about...

     EXT. ROBIN HOOD TRAIL - CONTINUOUS

     We're now at street level, FOLLOWING the two Jims.

                           LESTER (O.C.)
               Hey! You guys!

     Still running, the Jims turn back in perfect unison to see:

     Their POV: LESTER, IN a baggy sweatshirt and a pair OF faded
     old Ithaca College sweatpants, runs toward them.

     They slow down until He catches UP, then the three men RUN
     together in the early morning light.

     JIM #2
               Lester, I didn't know you ran.

                           LESTER
                   (panting)
               Just started.

                           JIM #1
               Good for you.

                           LESTER
               I figured you guys might be able
               to give me some pointers.  I need
               to shape up.  Fast.

                           JIM #1
               Well, are you just looking to lose
               weight, or do you want increased
               strength and flexibility as well?

                           LESTER
               I want to look good naked.

     EXT. FITTS HOUSE - LATER

     The COLONEL is washing his Ford Explorer, squatting to scrub
     the bumper, when something catches his eye:

     His POV: LESTER and the Jims jog down the street.

     The Colonel stands, scowling. Ricky comes out of the house,
     holding the URINE SPECIMEN CUP in front of him.

                           RICKY
               Here you go, Dad. Fresh-squeezed.

     But the Colonel doesn't take it; he just keeps staring at the
     joggers, frowning.

                           COLONEL
               What is this, the fucking gay
               pride parade?

     Just then, LESTER sees RICKY and waves.

                           LESTER
               Yo! Ricky!

     He breaks off from the two Jims, slapping one OF them on the
     back as he does, then heads down the Fitts' driveway. The
     Colonel turns and looks at Ricky, uneasy.

                           RICKY
               That's Mr. Burnham. He lives next
               door.

     LESTER jogs UP to them, out OF breath. He grabs hold OF his
     knees and bends over, panting.

                           LESTER
               My entire e life is flashing in
               front of my eyes, and those two
               barely broke a sweat.

     He LAUGHS, and extends his hand to the Colonel.

                           LESTER (cont'd)
               Hi, I'm Lester Burnham.

                           COLONEL
                   (shakes)
               Colonel Frank Fitts, U.S. Marine
               Corps.

                           LESTER
               Whoa.  Welcome to the
               neighborhood, sir.

     He salutes the COLONEL good-naturedly, grinning.  the COLONEL
     doesn't think it's funny.  An awkward beat.

                           LESTER (cont'd)
               So, Ricky, uh, when you get a
               chance, I just...
                   (stalls, then, pointed)
               I just was thinking about that
               movie you told me about...

                           RICKY
                   (quickly)
               RE-ANIMATOR. Yeah. I've got it on
               tape. Want to borrow it?
                   (before Lester can
                   answer)
               It's up in my room. Come on.

     He heads into the house. LESTER smiles at the COLONEL, then
     follows him. The Colonel watches them go, his eyes dark.

     INT. FITTS HOUSE - living ROOM  MOMENTS LATER

     CLOSE on a TV: We're watching a NATURE DOCUMENTARY. Pale,
     swollen ocean-bottom creatures lunge toward their unsuspecting
     prey in SLOW MOTION.

     BARBARA FITTS sits across from the TV, looking somewhere IN
     its general direction. Ricky and Lester enter.

                           RICKY
               Mom. This is Lester. He lives next
               door.

                           BARBARA
                   (distant)
               All right, be careful.

     RICKY and LESTER head UP the stairs.

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

     RICKY enters, followed By Lester.

                           RICKY
               Can you hold his for a sec?

     He gives the URINE SPECIMEN to LESTER, then locks the door.

                           RICKY (cont'd)
               I don't think my dad would try to
               come in when somebody else is here,
               but you never know.

     RICKY crosses to a bureau and opens a DRAWER.  He takes
     clothing out and piles it on his bed.

                           LESTER
                   (re: urine cup)
               What is this?

                           RICKY
               Urine. I have to take a drug test
               every six months to make sure I'm
               clean.

                           LESTER
               Are you kidding? You just smoked
               with me last night.

                           RICKY
               It's not mine. One of my clients
               is a nurse in a pediatrician's
               office. I cut her a deal, she keeps
               me in clean piss.

                           LESTER
               Sweet.

     Lester picks up a CD case from a shelf and examines it: it's
     The Beatles' Sgt. Pepper's Lonely Hearts Club Band.

                           LESTER (cont'd)
               You a Beatles fan?

                           RICKY
               I like a lot of music.

                           LESTER
                   (mockingly)
               When everybody else in junior high
               was listening to the Beatles, I was
               into Three Dog Night.

     He shakes his head, then puts the CD Case down. RICKY, Having
     emptied the drawer, now removes a FALSE BOTTOM, revealing rows
     of MARIJUANA tightly packed in ZIP-LOC BAGS.

                           RICKY
               How much do you want?

                           LESTER

     Uh, I'm not sure.  It's been a while.  How much is an ounce?

                           RICKY
                   (indicates bag)
               Well, this is totally decent, and
               it's three hundred.

                           LESTER
               Wow.

                           RICKY
                   (indicates another bag)
               But this shit is top of the line,
               It's called G-143.  Genetically
               engineered by the U.S. Government.
               Extremely potent.  But a completely
               mellow high, no paranoia.

                           LESTER
               Is that what we smoked last night?

                           RICKY
               This is all I ever smoke.

                           LESTER
               How much?

                           RICKY
               Two grand.

                           LESTER
               Jesus. Things have certainly
               changed since 1973.

                           RICKY
               You don't have to pay now. I know
               you're good for it.

     A beat.

                           LESTER
               Thanks.

     RICKY hands him a bag OF the Top-OF-the-line dope.

                           RICKY
               There's a card in there with my
               beeper number, feel free to call me
               anytime day a  or night. Oh, and I
               only accept

                           LESTER
                   (looks around room)
               Well, now I know how you can
               afford all this equipment.  When I
               was your age, I worked at
               McDonald's all summer just to buy
               an eight track.

                           RICKY
               That sucks.

                           LESTER
               Actually, it was probably the best
               time of my life.  All I did was
               party and get laid.

     RICKY starts putting the DRAWER BACK together.

                           RICKY
               My dad thinks I paid for all this
               with catering jobs.
                   (laughs)
               Never underestimate the power of
               denial.

     ANGLE ON Lester, smiling. This kid's cool.

     EXT. BURNHAM HOUSE - LATER THAT DAY

     Carolyn, carrying a basket OF fresh cut ROSES, passes By the
     GARAGE DOOR WINDOW. From inside the garage, we HEAR The
     Beatles' "COME TOGETHER." Carolyn stops and SNIFFS the air,
     frowning. She peers through the window.

     Her POV: LESTER, IN a T- shirt and gym short.9, lies on a new
     WEIGHT BENCH, doing bench presses with shiny new BARBELLS.

     INT. GARAGE - CONTINUOUS

     Come together blasts from a new BOOMBOX on the floor. LESTER
     finishes his last rep, straining, then puts the weights in
     their rack on the bench and sits up, sweaty and out of breath.
     He takes a drag off a joint, then picks up a BOOK off the
     floor, a bodybuilding manual titled THE COMPLETE BOOK OF CHEST
     AND ARMS.  Suddenly, the GARAGE DOOR starts to open. Lester
     looks up, squinting at:

     His POV: the door raises to reveal Carolyn, silhouetted
     against the bright sunlight outside, standing in front of the
     Mercedes-Benz ML320, pointing a REMOTE at us.

     LESTER just LAUGHS. Carolyn strides IN, still holding her
     basket of roses, angry. She tries to turn off the BOOMBOX, but
     every time she pushes a button, it skips to the next song, or
     he FM tuner, she yanks the power cord out of the wall.

                           LESTER
               Ooh.  Mom's mad.

                           CAROLYN
               What the hell do you think you're
               doing?

                           LESTER
     Bench presses.  I'm going to wail on my pecs, and then I'm
     going to do my back.

                           CAROLYN
               You're smoking pot now?  That's a
               fine example to set for our
               daughter.

                           LESTER
               You're one to talk, you bloodless,
               money-grubbing freak.

     Carolyn is furious, But unable to think OF a response, Having
     accepted that reason is no longer an option with him.

                           CAROLYN
                   (finally, re:
                   equipment)
               You took the Mercedes to get all
               this stuff?

                           LESTER
               Of course I did. The Camry's too
               small.

                           CAROLYN
               Were you stoned then?

                           LESTER
               What are you going to do, ground
               me?

                           CAROLYN
               Lester, that is a forty-thousand
               dollar car. I don't want you
               driving it when -

                           LESTER
               Fine. I'll never drive your
               precious Mercedes again. Big whoop.
               It's just a glorified station wagon
               that you paid way too much for
               because you want to impress people.

     A beat. Carolyn stands there, powerless and hating it.

                           LESTER (cont'd)
               Do you mind? I'm trying to work
               out here.
                   (then, suggestively)
               Unless you want to spot me.

     Struggling FOR dignity, Carolyn turns and walks out, then
     stops at the garage door and turns back to him.

                           CAROLYN
               You will not get away with this,
               mister! I promise you!

     And she's gone.  Lester smiles, then leans back on the bench
     and grabs the weights.

                           LESTER
                   (as he lifts)
               That's. What. You. Think.

     INT. OFFICE BUILDING - DAY

     CLOSE on a COMPUTER MONITOR: We're in some sort of virtual-
     reality post-apocalyptic environment.  Hideous armed MUTANTS
     approach from all angles, shooting at us.  One by one, they're
     blown away, their heads EXPLODING in geysers of BLOOD.

                           LESTER (O.C.)
               Take that, alien bitches!

     Lester sits in his cubicle at work, glued to his monitor,
     feverishly handling a JOYSTICK.

                           LESTER (cont'd)
               Woo-hoo!

     From the surrounding cubicles, his co-workers watch blankly.

     INT. BRAD'S OFFICE - MOMENTS LATER

     BRAD is seated behind his desk, reading a document. LESTER
     sits across from him, smiling.

                           BRAD
                   (reads)
               ...my job consists of basically
               masking my contempt for the
               assholes in charge, and, at least
               once a day, retiring to the men's
               room so I can jerk off while I
               fantasize about a life that doesn't
               so closely resemble hell.
                   (looks up at Lester)
               Well, you obviously have no
               interest in saving yourself.

                           LESTER
                   (laughs)
               I've spent fourteen years being a
               whore for the advertising industry.
               The only way I could save myself
               now is to start firebombing.

                           BRAD
               Whatever. Management wants you
               gone by the end of the day.

                           LESTER
               Whoa.  What kind of severance
               package is "management" prepared to
               give me?  Considering the
               information I have about our
               editorial director buying pussy
               with company money.

     A beat.

                           LESTER (cont'd)
               Which I'm sure would interest the
               I.R.S., since, technically, it does
               constitute fraud.  And some of our
               advertisers and rival publications
               might like to know about it as
               well.  Not to mention Craig's wife.

     A beat. BRAD sighs.

                           BRAD
               What do you want?

                           LESTER
               One year's salary, with continued
               benefits.

                           BRAD
               That's not going to happen.

                           LESTER
               What if I throw in a little sexual
               harassment charge?

     BRAD LAUGHS.

                           BRAD
               Against who?

                           LESTER
               Against you.

     BRAD stops LAUGHING.

                           LESTER (cont'd)
               Can you prove you didn't offer to
               save my job if I'd let you blow me?

     BRAD leans BACK IN his chair, studying Lester.

                           BRAD
               Man. You are one twisted fuck.

                           LESTER
                   (standing)
               Nope.  Just an ordinary guy with
               nothing to lose.

     LESTER starts toward the door, then:

                           LESTER (cont'd)
               I hope you and I can still be
               friends, Brad.  And even though you
               didn't save my job...
                   (smiling)
               You can still blow me, asshole.

     And He exits.

     INT. RESTAURANT - the same DAY

     Carolyn sits at a table By herself, lost IN thought.  there
     are two menus on the table.  After a moment, Leonard Kane, the
     Real Estate King, joins her.  Upon seeing him, Carolyn
     immediately becomes warm and gracious.

                           CAROLYN
               Leonard.

                           LEONARD
               Carolyn.

     Carolyn smiles, genuinely touched THAT He remembers her name.

                           LEONARD (cont'd)
               I'm so sorry I kept you waiting.
               Christy left for New York this
               morning, and... let's just say
               things were very hectic around my
               house.

                           CAROLYN
               What's she doing in New York?

                           LEONARD
               She's moving there.
                   (off Carolyn's look)
               We're splitting up.

                           CAROLYN
               Leonard. I'm so sorry.

     She places her hand on his, Suddenly deeply concerned.

                           LEONARD
                   (bitterly)
               Yes, according to her1 I'm too
               focused on my career. As if being
               driven to succeed is some sort of
               character flaw. Of course, she
               certainly took advantage of the
               lifestyle my success afforded her
                   (then laughing)
               Believe me, it's for the best.

                           CAROLYN
               But when I saw you two at the
               party the other night, you seemed
               perfectly happy.

                           LEONARD
               Well, call me crazy, but... it's
               my philosophy that to actually be
               successful, one must project an
               image of success, at all times.

     He smiles, then opens his menu.  Carolyn picks hers UP
     mechanically, but continues to stare at him, enraptured, like
     a fervent Christian who's just come face to face with Jesus.

     EXT. high SCHOOL CAMPUS - LATER THAT DAY

     Students pour out OF the BUILDING at the end OF the day.  we
     follow Jane and Angela as they head toward the parking lot. A
     handsome teenage JOCK walks past them.

                           JOCK
                   (to Angela, grabbing
                   his crotch)
               Just say the word, baby, and it's
               yours.

                           ANGELA
               Great. Wrap it up and I'll take it
               home. Oh, and I'd like thin slices,
               please.

                           JOCK
                   (laughs)
               You know you want it, you stuck-up
               bitch.

     And he's gone.

                           JANE
               What is with you? Everyone I know
               is dying to do it with him.

                           ANGELA
               Oh, please. I would totally fall
               asleep. Trust me, Jane, once you've
               fucked that black guy who does the
               Polo ads, you're a little spoiled.

     She spots something and grabs Jane's arm.

                           JANE
               Ow.

                           ANGELA
               Look.

     Her POV: RICKY stands at the edge OF the parking lot with his
     VIDEO CAMERA, videotaping something on the ground at his feet.

     ON VIDEO: A dead BIRD lays on the asphalt, decomposing,
     covered with ants and flies.

                           ANGEL (O.C.) (cont'd)
               What are you doing?

     On VIDEO: the camera JERKS UP to discover JANE and ANGELA
     staring at us.

                           RICKY (O.C.)
               I was filming this dead bird.

                           ANGELA
               Why?

                           RICKY (O.C.)
               Because it's beautiful.

     On VIDEO: ANGELA looks at JANE, trying not to laugh.

                           ANGELA
               I think maybe you forgot your
               medication today, mental boy.

     On VIDEO: she falls out OF frame as we ZOOM IN on Jane.

                           RICKY (O.C.)
               Hi, Jane.

                           JANE
                   (uncomfortable)
               Look. I want you to stop filming
               me.

     RICKY lowers the CAMERA.

                           RICKY
               Okay.

     He looks at her, curious, his eyes searching hers. she
     finally has to look away.

                           ANGELA
               Hey, I have an idea! Let's all go
               to the mall together.
                   (off Jane's look)
               He can film us doing things.

                           JANE

     What kind OF things?

                           ANGELA
               I don't know.
                   (to Ricky, suggestive)
               What kind of things do you like to
               film?

                           RICKY
                   (looking at Jane)
               Things that are beautiful.

                           ANGELA
               Okay.  We can take my car.

     ANGELA starts off.  JANE looks doubtful, But follows.

                           RICKY
                   (to Jane)
               Do you do everything she says?

                           JANE
                   (defensive)
               No. I want to go.

                           RICKY
               Okay. Just making sure.

     EXT. Top HAT MOTEL - the same DAY

     Carolyn's Mercedes-Benz ML320 is parked next to a forest
     green JAGUAR CONVERTIBLE with a VANITY LICENSE PLATE that
     reads "R E KING."

     INT. Top HAT MOTEL - CONTINUOUS

     Carolyn and Leonard are in the middle of sex. Dramatic,
     pyrotechnic, vocal sex.

                           CAROLYN
               Yes! Oh, God, yes!

                           LEONARD
               You like getting nailed by the
               king?

                           CAROLYN
               Yes! I love it! Oh, yes! Fuck me,
               your majesty!

     INT. TOYOTA CAMRY - the same DAY

     LESTER drives, smoking a joint. He SINGS along to the
     Beatles' "GOT TO GET YOU INTO MY LIFE" on the STEREO.

                           LESTER
               I WAS ALONE, I TOOK A RIDE, I
               DIDN'T KNOW WHAT I WOULD FIND
               THERE... ANOTHER ROAD, WHERE MAYBE
               I COULD SEE ANOTHER KIND OF MIND
               THERE...

     He trails off, as something outside catches his attention:

     His POV: A FAST-FOOD RESTAURANT called SMILEY'S.  The logo on
     the sign features a yellow SMILEY-FACE with a red tongue
     licking its smiling lips.  Underneath it, plastic letters
     spell out:  NOW TAKING APPLICATIONS.

     Lester's face suddenly takes on a far-away expression.

     INT. SMILEY'S - MOMENT LATER

     A slightly overweight TEENAGE GIRL mans the counter; behind
     her, a couple of slow-moving teenagers work... vaguely.  They
     all wear bright yellow uniforms and white BASEBALL CAPS which
     feature the SMILEY'S logo.  Lester enters, straightening his
     tie, and crosses to the counter.

                           COUNTER GIRL
                   (zombie like)
               Smile, you're at Smiley's Would
               you like to try our new bacon and
               egg fajita, just a dollar twenty-
               nine for a limited time only?

                           LESTER
               Actually, I'd like to fill out an
               application.

     She stares at him, confused By his age and attire.

                           COUNTER GIRL
               There's not jobs for manager, it's
               just for counter.

                           LESTER
               Good. I'm looking for the least
               possible amount of responsibility.

     INT. SMILEY'S - LATER

     LESTER sits at a booth with the MANAGER, a greasy kid wearing
     a white short sleeve shirt and a tie covered with the Smiley's
     logo. He looks over Lester's application baffled.

                           MANAGER
               I don't think you'd fit in here.

                           LESTER
               I have fast food experience.

                           MANAGER
               Yes, like twenty years ago.

                           LESTER
               Well, I'm sure there have been
               amazing technological advancements
               in the industry, but... surely you
               have some sort of training process.
               It seems unfair to presume I won't
               be able to learn.

     The Manger frowns, unconvinced.

                           LESTER (cont'd)
               Should you choose not to hire me,
               I have to assume it's because of my
               age, which I can only interpret as
               discrimination and would have to
               take up with my attorney.

     The Manager sighs and runs an hand through his greasy hair,
     wondering what he could possibly have done to deserve this.

     EXT. HIGHWAY - LATER

     Artificial Joy Club's "SICK AND BEAUTIFUL" blasts as Angela's
     BMW speeds down the highway.

     INT. ANGELA'S BMW - CONTINUOUS

     ON VIDEO: Angela is driving; Jane is in the passenger seat.
     We're watching from the back as they pass a JOINT. Angela
     spots us in the REAR VIEW MIRROR and turns back to us.

                           ANGELA
               Hi. I'm Angela, and welcome to my
               car. My guest today is Jane
               Burnham. Jane, why don't you tell
               us about yourself?

                           JANE
               No

                           ANGELA
               Oh, come on.
                   (a pointed look to us)
               I'm sure our audience wants to
               know all about you.

                           JANE
               Angela, look out!
     ANGELA turns BACK around to see THAT traffic has Suddenly
     backed up in front of her. She slams on the BRAKES.

     EXT. HIGHWAY - CONTINUOUS

     Angela's BMW SCREECHES to halt, almost colliding with the car
     in front of her.

     INT. ANGELA'S BMW - CONTINUOUS

     ANGELA and JANE sit there, stunned, breathing heavily.  RICKY
     seems completely unaffected.

                           RICKY
               What's going on?

                           JANE
               I think there's been a wreck.

                           RICKY
               Really? A big one?

     He rolls down a window, then starts to climb out OF it.

                           ANGELA
               What are you doing?

     EXT. ANGELA'S BMW - CONTINUOUS

     RICKY hangs out OF the CAR window, focusing his VIDEO camera
     as the traffic inches forward.

     On VIDEO: over the roofs OF the cars IN front OF us, we see
     the flashing LIGHTS of police cars and an ambulance, as well
     as FLARES on the pavement. One car is completely totaled, and
     PARAMEDICS are utilizing MACHINERY to release the driver.

     BACK on RICKY, hanging out the window.

                           RICKY
               Wow. I've always wanted to see the
               Jaws of Life.

     INT. ANGELA'S BMW - CONTINUOUS

                           ANGELA
               What the fuck is he talking about?

     They're pulling up alongside the accident now. Jane cranes
     her neck to look.

     Her POV: the paramedics pull the bloody, broken BODY OF a
     young man out of the car.

                           JANE
                   (disgusted)
               Oh God.

                           ANGELA
               Gross. There goes dinner.

     Past the accident Now, They return to normal speed with the
     rest of the traffic. Ricky climbs back into the car.

                           RICKY
               That was amazing.

                           JANE
                   (snort)
               What was amazing about it?

     A beat.

                           RICKY
               When you see something like that,
               it's like God is looking right at
               you, just for a second.  And if
               you're careful, you can look right
               back.

     ANGELA rolls her eyes. But JANE looks at RICKY, intrigued.

                           JANE
               And what do you see?

                           RICKY
               Beauty.

                           JANE
                   (after a beat)
               Is it only dead things?

     RICKY seems surprised By This question.

                           RICKY
               No. Not at all. No, it's
               everywhere. You just have to be
               open to it.

     He looks at her, curious, his eyes searching hers. This time,
     she doesn't look away. He smiles. Jane almost smiles back...
     then:

                           JANE
                   (to Angela)
               You know what? Let's bag the mall.
               It's boring.

     She glances BACK over her shoulder at RICKY and smiles.

                           ANGELA
               Whatever.
                   (to Ricky)
               Hey, turn that camera back on, and
               do like it's my talk show again.
               That was fun.

                           RICKY
               I'd rather not.

     His POV: ANGELA glares at us IN REAR view MIRROR.

     INT. Top HAT MOTEL - the same DAY

     Carolyn and Leonard are IN bed, post-sex, eating Club
     sandwiches from room service.

                           CAROLYN
               That was exactly what I needed.
               The royal treatment, so to speak.

     She HOWLS, as if This were the funniest thing ever said.

                           CAROLYN (cont'd)
               I was soooo stressed out.

                           LEONARD
               Know what I do when I get that
               way?

     Carolyn sits UP FOR This, eager to learn from the master.

                           LEONARD (cont'd)
               I fire a gun.

                           CAROLYN
                   (intrigued)
               Really.

                           LEONARD
               Yep. I go to this little firing
               range downtown, pop off a few
               rounds, and it always makes me feel
               better.

                           CAROLYN
                   (embarrassed)
               I've never fired a gun before.

                           LEONARD
               Oh, you have to try it. Nothing
               makes you feel more powerful.

     He grins, then reaches FOR her.

                           LEONARD
                   (cont'd)
               Well, almost nothing.

     Carolyn GASPS as his hand reach her neck. She's living some
     kind of dream here, and she makes her most seductive face as
     he pulls  her to him...

     INT. RECORD STORE - the same DAY

     LESTER, still IN his business suit, But Now wearing a
     Smiley's BASEBALL CAP, approaches the checkout counter with a
     stack of about twenty CDs.  The CLERK, a young, trendy kid
     wearing a BACKWARD BASEBALL CAP,  starts going through the
     CDs.  We see the covers as he scans them:  The Beatles, The
     Rolling Stones, Pink Floyd, Jimi Hendrix...

                           CLERK
               Catching up?

                           LESTER
               Yep.

     LESTER stands there, Smiling, as the clerk rings UP his sale.
     After a beat, he flips his baseball cap around so it's
     backwards.

     EXT. BURNHAM HOUSE - LATER

     Angela's BMW pulls close to, but not into, the Burnham's
     driveway. Jane and Ricky climb out, and Angela pulls off, her
     tires SQUEALING as she goes.

                           JANE
               What's her problem?

                           RICKY
     She doesn't like when you're not totally focused on her.

     They start down the driveway.

                           JANE

     So, what's the most beautiful thing you've ever filmed?

     A beat.

                           RICKY
               I'll show it to you.

     INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

     Barbara Fitts sits absolutely still at the kitchen table,
     staring off into space as if hypnotized. Behind her, Ricky
     enters through the back door, followed by Jane. Barbara
     doesn't seem to hear them. Ricky quietly takes his VIDEO
     CAMERA out of his backpack and focuses it on his mother.

     ON VIDEO: We CIRCLE Barbara slowly until we're focused on her
     face. We stay on her for a long beat, then:

                           RICKY (O.C.)
               Mom
                   (no response)
               Mom

     ON VIDEO: Barbara's eyes flutter and she turns to us slowly.

                           BARBARA
                   (pleasant)
               Yes?

                           RICKY (O.C.)
               What were you just thinking about?

                           BARBARA
               I...
                   (thinks)
               No. Nothing.

                           RICKY (O.C.)
               Wow.  People study meditation for
               years to be able to reach that same
               state of mind.

                           BARBARA
               Huh. What do you know.

                           RICKY (O.C.)
               Mom, I want you to meet somebody.
               She's standing behind you.

     ON VIDEO: Barbara turns to Jane, who's embarrassed by this.

                           RICKY (cont'd)
               This is Jane.

                           BARBARA
               Oh, my. I apologize for the way
               things look around here.

     On VIDEO: JANE glances around. the KITCHEN is spotless.

     INT. FITTS HOUSE - THE COLONEL'S STUDY - MOMENTS LATER

     We HEAR KEY TURNING IN the lock, then the door opens and
     Ricky enters, holding a RING OF KEYS, followed by Jane.

                           RICKY
               This is where my Dad hides out.

     GLASS CASES filled with GUNS line the walls.

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

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

                           RICKY
               You got to see this one thing...

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

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

                           JANE
               Did you steal his keys?

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

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

                           RICKY (cont'd)
               Turn it over.

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

                           JANE
               Oh my God.

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

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

                           RICKY (cont'd)
               What's wrong?

                           JANE
               Nothing.

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

                           JANE
               No I'm not.

     But she is.  RICKY studies her.

                           RICKY
               Come on, let's go to my room

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

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

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

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

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

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

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

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

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

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

     She Finally LAUGHS. He lowers the camera and smiles.

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

     INT. FITTS HOUSE - RICKY'S BEDROOM - LATER

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

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

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

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

     A beat.

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

     Now JANE is watching him.

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

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

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

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

     INT. BURNHAM HOUSE - DINING ROOM - MOMENTS LATER

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

                           JANE
               Sorry I'm late.

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

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

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

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

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

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

                           LESTER
               Will someone please pass me the
               asparagus?

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

                           LESTER
               I already have another job.

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

                           LESTER
                   (means it)
               Sit down.

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

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

                           CAROLYN
                   (overlapping)
               Do you really think -

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

                           LESTER
               Don't interrupt me, honey.

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

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

     EXT. ROBIN HOOD TRAIL - CONTINUOUS

     The Colonel's Ford Explorer winds down the street.

     INT. COLONEL'S FORD EXPLORER - CONTINUOUS

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

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

     The Colonel stares, 0utraged.

     INT. BURNHAM HOUSE - JANE'S BEDROOM - LATER

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

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

     There is a KNOCK at the door.

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

     She hangs up the phone, then calls out:

                           JANE (cont'd)
               Go. Away.

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

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

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

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

                           CAROLYN
               Me?

     She stares at JANE, then starts to cry.

                           JANE
               Aw, Christ, Mom.

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

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

     Carolyn Suddenly SLAPS JANE, hard.

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

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

     EXT. FITTS HOUSE - CONTINUOUS

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

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

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

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

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

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

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

                           RICKY
               Dad, I just wanted to show-

                           COLONEL
               You little bastard -

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

     EXT. BURNHAM HOUSE - CONTINUOUS

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

     INT. FITTS HOUSE - RICKY'S BEDROOM - Continuous

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

                           COLONEL
                   (unnerved)
               Fight back you little pussy!

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

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

                           COLONEL
               How did you get in there?

                           RICKY
               I picked the lock.

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

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

     A beat.

                           COLONEL
               Girlfriend?

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

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

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

     A beat.  the COLONEL is Suddenly, deeply shamed.

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

                           RICKY
               I know.  I'm sorry.

                           COLONEL
               You need structure, you need
               discipline -

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

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

                           COLONEL
               You stay out of there.

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

     INT. BURNHAM HOUSE - JANE' S BEDROOM - CONTINUOUS

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

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

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

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

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

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

     INT. FITTS HOUSE - MASTER BEDROOM - NIGHT

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

     INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

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

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

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

     FADE to BLACK.

     IN darkness, we HEAR repetitive GUNSHOTS.

     FADE IN:

     INT. INDOOR FIRING RANGE - DAY

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

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

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

                           CAROLYN
               Well, all I know is...

     She starts FIRING again.

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

     INT. MERCEDES-BENZ ML3020 - LATER

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

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

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

     EXT. ROBIN HOOD TRAIL - CONTINUOUS

     The MERCEDES-BENZ ML320 turns onto ROBIN Hood Trail.

     INT. MERCEDES-BENZ ML320 - CONTINUOUS

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

     ANGLE ON Carolyn's face as she stares at the GTO. She doesn't
     like having things in her way.

     ANGLE ON Carolyn's face as she stares at the GTO. She doesn't
     like having things in her way.

     INT. BURNHAM HOUSE - FAMILY ROOM - MOMENTS LATER

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

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

                           LESTER
               What?

                           CAROLYN
               Whose car is that out front?

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

                           CAROLYN
               Where's the Camry?

                           LESTER
               I traded it in.

                           CAROLYN
               Shouldn't you have consulted me
               first?

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

     A beat.

                           CAROLYN
               Where's Jane?

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

     Carolyn regards him Through narrow eyes, filled with hate.

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

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

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

     We HEAR Babybird's "ATOMIC SODA."

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

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

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

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

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

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

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

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

                           JANE
                   (shy)
               Don' t.

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

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

                           RICKY
               Why?

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

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

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

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

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

                           RICKY
               Fine.

                           JANE
               You don't feel naked?

                           RICKY
               I am naked.

                           JANE
               You know what I mean.

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

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

     RICKY smiles.

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

                           JANE
               You must really hate him.

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

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

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

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

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

                           RICKY
               Why?

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

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

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

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

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

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

                           RICKY
               How?

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

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

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

                           JANE (cont'd)
               I'm serious, though.  How can he
               not be damaging me?  I need a
               father who's a role model, not some
               horny geek-boy who's gonna spray
               his shorts whenever I bring a
               girlfriend home from school.
                   (snorts)
               Like he'd ever have a chance with
               her. What a lame-o. Somebody really
               should put him out of his misery.

     A beat. JANE plays with her hair, lost IN thought.

                           RICKY
               Want me to kill him for you?

     JANE stares at him incredulously, then LAUGHS.

                           JANE
               Yeah, would you?

                           RICKY
               It'll cost you.

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

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

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

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

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

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

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

                           RICKY
               Of course.

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

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

     EXT. ROBIN HOOD TRAIL - EARLY MORNING

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

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

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

     EXT. ROBIN HOOD TRAIL - a SHORT TIME LATER

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

     INT. BURNHAM HOUSE - KITCHEN - a SHORT TIME LATER

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

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

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

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

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

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

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

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

     A beat.

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

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

     INT. FITTS HOUSE - KITCHEN - the same TIME

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

                           COLONEL
               How's your food?

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

                           COLONEL
                   (startled)
               Jane?

                           RICKY
               My girlfriend.

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

                           RICKY (cont'd)
               Mom. Bacon?

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

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

                           RICKY
               Gotta go.

     EXT. FITTS HOUSE - front PORCH - MOMENTS LATER

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

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

                           LESTER
               Yo, Ricky. How's it going?

                           RICKY
               Pretty decent, Mr. Burnham.

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

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

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

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

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

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

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

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

     ON VIDEO: Through the Burnham's GARAGE DOOR WINDOW, we see
     Lester stepping out of his pants. He then pulls off his
     briefs, and stands there naked, except for black socks. He
     grabs some dumbbells and starts lifting them over his head;
     although he's watching his reflection in the window, it looks
     like he's watching us as we're watching him...

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

     EXT. parking lot - LATER THAT DAY

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

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

     Leonard opens the door OF a BUILDING FOR her.

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

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

     INT. SMILEY'S - CONTINUOUS

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

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

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

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

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

                           CAROLYN
               What's good here?

                           LEONARD
                   (a grin)
               Nothing.

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

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

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

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

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

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

     Carolyn struggles to appear nonchalant.

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

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

                           CAROLYN
               Lester, please don't -

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

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

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

     EXT. Top HAT MOTEL _ a SHORT TIME LATER

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

     INT. MERCEDES-BENZ ML320 - CONTINUOUS

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

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

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

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

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

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

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

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

     INT. BURNHAM HOUSE - GARAGE - THAT NIGHT

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

     His POV: his arms are pumped.  He smiles.

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

     INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

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

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

                           RICKY
               Mom. Nobody said anything.

                           BARBARA
               Oh. I'm sorry.

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

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

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

     INT. ANGELA'S BMW - THE SAME TIME

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

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

                           JANE
                   (irritable)
               No.

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

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

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

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

     ANGELA rolls her eyes.

                           ANGELA
               We gotta get you a real man.

     INT. FITTS HOUSE - KITCHEN - CONTINUOUS

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

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

     The Colonel's face tightens.

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

     INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

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

                           LESTER
               Wanna smoke some now?

                           RICKY
               I ought to get back home.

                           LESTER
               Aw, come on.  Just one...

                           RICKY
                   (grins)
               Got any papers?

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

     And He SLAPS RICKY playfully on the chest.

     INT. FITTS HOUSE - KITCHEN - CONTINUOUS

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

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

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

     INT. BURNHAM HOUSE - FOYER - CONTINUOUS

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

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

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

     They head BACK toward the kitchen.

     INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

     LESTER holds the BACK door open as RICKY leaves.

                           LESTER
               Thanks

                           RICKY
               Anytime

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

                           JANE
               Where's Mom?

                           Lester
               Don't know.

                           ANGELA
               Hi, Mr. Burnham.

                           LESTER
               Hi.

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

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

                           LESTER
               Some.

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

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

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

                           LESTER
               You like muscles?

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

                           ANGELA
                   (unnerved)
               Uh, sure. I guess.

     She moves away, Suddenly insecure.

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

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

     INT. FITTS HOUSE - RICKY'S ROOM - CONTINUOUS

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

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

     RICKY turns, startled.

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

     RICKY takes a step back.

                           RICKY
               From my job.


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

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

                           COLONEL
               What did he make you do?

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

     He LAUGHS.

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

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

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

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

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

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

                           RICKY
               Dad, you've got it all wrong -

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

                           RICKY
                   (taken aback)
               You really mean that?

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

     A beat.  RICKY Suddenly smiles.

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

     The COLONEL pushes RICKY away from him IN disgust.

                           COLONEL
               Get out.

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

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

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

                           RICKY
               What a sad old man you are.

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

     INT. FITTS HOUSE - KITCHEN - CONTINUOUS

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

                           BARBARA
               Okay, wear a raincoat.

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

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

     INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

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

     EXT. FITTS HOUSE - CONTINUOUS

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

     INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

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

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

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

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

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

                           ANGELA
               Why not?

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

                           JANE
                   (angry)
               Dad!  Leave us alone!

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

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

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

                           JANE
               What?

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

     A beat.

                           JANE
               Yes.

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

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

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

                           ANGELA
               What, other drug dealers?

                           RICKY
               Yes.

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

                           JANE
               Why do you even care?

                           ANGELA
               Because you're my friend.

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

                           ANGELA
               Go fuck yourself, psycho.

                           JANE
               You shut up, bitch!

                           ANGELA
               Jane! He is a freak!

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

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

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

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

                           ANGELA
               You two deserve each other.

     And she exits.

     EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

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

     INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

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

     EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

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

     INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

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

     INT. BURNHAM HOUSE - GARAGE - MOMENTS LATER

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

                           LESTER
               Jesus, man.  You're soaked.

     INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

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

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

     The COLONEL just stands there, looking at Lester.

                           LESTER (cont'd)
               You okay?

                           COLONEL
                   (his voice thick)

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

     EXT. FREEWAY - CONTINUOUS

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

     INT. MERCEDES-BENZ ML320 - CONTINUOUS

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

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

     INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

     The COLONEL and LESTER, as before

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

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

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

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

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

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

                           COLONEL
                   (a whisper)
               Yes...

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

                           LESTER
               It's okay.

                           COLONEL
                   (hoarse)
               I...

                           LESTER
                   (softly)
               Just tell me what you need.

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

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

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

     INT. MERCEDES-BENZ ML320 - CONTINUOUS

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

                           CAROLYN
               I refuse to be a victim.

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

     INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

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

     INT. BURNER HOUSE - FAMILY ROOM - CONTINUOUS

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

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

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

                           LESTER
               Not at all.

     They stand there in silence; the atmosphere is charged.

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

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

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

     LESTER grins. He is sexy.

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

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

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

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

                           ANGELA
               I...

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

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

                           ANGELA
               Sure...

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

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

                           ANGELA
               I don't know.

                           LESTER
               You don't know?

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

                           ANGELA
               What do you want?

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

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

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

                           ANGELA
               You don't think I'm ordinary?

                           LESTER
               You couldn't be ordinary if you
               tried.

                           ANGELA
               Thank you.

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

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

     And He kisses her on the lips.

     INT. MERCEDES-BENZ ML320 - CONTINUOUS

     Carolyn drives, her face resolute.

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

     INT. BURNHAM HOUSE - FAMILY ROOM - MOMENTS LATER

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

     INT. BURNHAM HOUSE - JANE' S ROOM - CONTINUOUS

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

                           JANE
               Are you scared?

                           RICKY
               I don't get scared.

                           JANE
               My parents will try to find me.

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

                           JANE
               I've always wanted to go to Spain.

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

     JANE smiles contentedly.  RICKY strokes her hair.

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

                           RICKY
               Yeah.  We're totally free.

     INT. BURNHAM HOUSE - FAMILY ROOM - CONTINUOUS

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

                           ANGELA
               This is my first time.

     Lester LAUGHS.

                           LESTER
               You're kidding.

                           ANGELA
                   (a whisper)
               I'm sorry.

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

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

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

                           LESTER
                   (compassionate)
               Aw honey.

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

                           ANGELA
               What's wrong?

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

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

                           LESTER
               You are beautiful.

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

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

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

                           ANGELA
               I feel so stupid...

                           LESTER
               Don't...

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

                           ANGELA
               I'm sorry.

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

                           LESTER
               You have nothing to be sorry
               about.

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

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

     EXT. ROBIN HOOD TRAIL - the same TIME

     The MERCEDES-BENZ ML320 pulls onto ROBIN Hood Trail.

     INT. MERCEDES-BENZ ML320 - CONTINUOUS

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

                           CAROLYN
               I refuse to be a victim...

     IN the mirror, we see her turn her head.

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

     EXT.  ROBIN HOOD TRAIL - CONTINUOUS

     CLOSE on ANGELA, eating a turkey sandwich.

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

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

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

                           LESTER
               Want me to make you another one?

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

     He turns to her and cocks an eyebrow.

                           LESTER
                   (concerned)
               Really?

                           ANGELA
               Yes. Stop asking me that.

                           LESTER
               Okay, just checking.

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

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

     A long beat, as LESTER studies her, then:

                           LESTER
               How's Jane?

                           ANGELA
               What do you mean?

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

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

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

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

                           LESTER
                   (quietly)
               Good for her.

     An awkward beat.

                           ANGELA
               How are you?

     LESTER seems somewhat taken aback By This question.

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

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

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

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

                           LESTER
               I'm great...

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

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

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

     WATER DRIPPING slowly from the KITCHEN faucet.

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

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

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

     We HEAR a RUSH OF WIND.

     FADE IN:

     EXT. sky - DAY

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

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

     INT. BURNHAM HOUSE - JANE'S BEDROOM - NIGHT

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

                           LESTER (V.O.)

               It's not really your entire
               life...

     INT. BURNHAM HOUSE - POWDER ROOM - NIGHT

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

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

     EXT. BURNHAM HOUSE - NIGHT

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

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

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

     INT. BURNHAM HOUSE - FOYER - NIGHT

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

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

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

                           JANE
               Oh God...

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

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

                           CAROLYN
                   (ashen)
               My kitchen...

     Just then, we HEAR another high-pitched SCREAM:

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

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

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

     INT. FITTS HOUSE - COLONEL' S STUDY - NIGHT

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

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

     INT. BURNHAM HOUSE - MASTER BATHROOM - NIGHT

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

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

     INT. FITTS HOUSE - RICKY'S ROOM - NIGHT

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

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

     INT. BURNHAM HOUSE - KITCHEN - NIGHT

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

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

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

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

     INT. FITTS HOUSE RICKY'S ROOM - DAY

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

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

     EXT. WOODS - NIGHT

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

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

     On TELEVISION: LOCAL news SET - NIGHT

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

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

     INT. POLICE STATION - INTERROGATION ROOM - DAY

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

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

     EXT. suburban street - NIGHT

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

     INT. FITTS HOUSE - RICKY'S ROOM - DAY

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

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

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

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

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

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

                           RICKY (O.C.)
               It'll cost you.

                           JANE (O.C.)
               I've been baby-sitting since I was
               ten, I've got almost three thousand
               dollars.

     INT. POLICE STATION - LOBBY - DAY

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

     INT. BURNHAM HOUSE - FOYER - DAY

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

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

     INT. suburban HOUSE - DAY

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

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

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

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

     EXT. SUBURB - DAY

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

     EXT. NEWSSTAND - DAY

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

     ON TELEVISION: INT. COURTROOM - DAY

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

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

     EXT. high SCHOOL CAMPUS - DAY

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

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

     EXT. high SCHOOL gym - NIGHT

     Another FLASH in BLACK & WHITE:

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

     INT. COURTROOM - DAY

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

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

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

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

                           LESTER (V.O.)
               Carolyn...

     EXT. AMUSEMENT PARK - DAY

     Another FLASH in BLACK & WHITE:

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

     ON TELEVISION: EXT. COURTHOUSE - DAY

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

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

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

     INT. COURTROOM - DAY

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

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

     Ricky smiles slightly but doesn't blink.

                           LESTER (V.O.)
               And Janie.

     INT. BURNHAM HOUSE - NIGHT

     Another FLASH in BLACK & WHITE:

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

     EXT. ROBIN HOOD TRAIL - DAY

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

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

     INT. JUVENILE PRISON FACILITY - DAY

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

     ON TELEVISION: EXT. CALIFORNIA BEACH - DAY

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

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

     INT. BURNHAM HOUSE - KITCHEN - NIGHT

     Another FLASH, in BLACK & WHITE:

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

     INT. FITTS HOUSE - DEN - NIGHT

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

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

     INT. FITTS HOUSE - KITCHEN - DAY

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

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

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

     INT. JAIL CELL - DAY

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

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

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

               And beauty...

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

     INT. BURNHAM HOUSE - FAMILY ROOM - NIGHT

     Another FLASH in BLACK & WHITE:

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

                           ANGELA
                   (a whisper)
               I'm sorry.

     EXT. PARKING LOT - DAY

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

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

     EXT. SKY - DAY

     LESTER continues to FLY above the clouds, LAUGHING.

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

     He's SOARING higher and higher...

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

     And He SOARS out OF sight.

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

     FADE to BLACK.

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