American Beauty (1999)
by Alan Ball.

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.