AMERICAN BEAUTY

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.