Swingers (1996)
by Jon Favreau.
Third draft, December 13, 1994.
More info about this movie on imdb.com

1    EXT.  HOLLYWOOD - NIGHT                                          1

The soundtrack opens with Frank Sinatra's "Fly Me to the
Moon".

A HELICOPTER SHOT OF THE L.A. basin.

The pool of golden light disintegrates into the thousands of
points which constitute it as we rapidly draw closer to the
city.

We are just above the tops of the highest buildings as we
approach Hollywood Boulevard.  Below is neon and the icy
thrust of search lights rotating on the corner of Hollywood
and Vine.

We continue west, then quickly north.

There is the momentary appearance of the moonlit HOLLYWOOD
sign as we pass the blinking red beacon of the Capital
Records building and drop into Franklin avenue and over the
101.

Architectural remnants of Hollywood's past whip up.  We are
heading east at treetop level.  A warm glow in the distance
quickly grows into a modest commercial strip which includes
cafes, bookstores, and a theater.

We drop to eye level as we spy through the plate glass
showcase window of the "Bourgeois Pig" coffeehouse, which
holds the translucent reflection of the full moon.

A cigarette wedged between knuckles smoulders.  MIKE takes
the last drag with great effort, then crushes it out.  He
sits in the window sprawled across a red velvet couch that
once perfectly complemented a faux spanish foyer.

                                                MATCH CUT TO:

2    EXT.  "BOURGEOIS PIG" COFFEEHOUSE - COUCHES AND TABLE IN FRONT   2
WINDOW - NIGHT

ROB sits down next to Mike, pouring himself some tea.

                    MIKE
          And what if I don't want to give up on
          her?

                    ROB
          You don't call.

                    MIKE
          But you said I shouldn't call if I
          wanted to give up on her.

                    ROB
          Right.

                    MIKE
          So I don't call either way.

                    ROB
          Right.

                    MIKE
          So what's the difference?

                    ROB
          The only difference between giving up and
          not giving up is if you take her back
          when she wants to come back.  See, you
          can't do anything to make her want to
          come back.  You can only do things to
          make her not want to come back.

                    MIKE
          So the only difference is if I forget
          about her or pretend to forget about her.

                    ROB
          Right.

                    MIKE
          Well that sucks.

                    ROB
          It sucks.

                    MIKE
          So it's almost a retroactive decision.
          So I could, like, let's say, forget about
          her and when she comes back make like I
          just pretended to forget about her.

                    ROB
          Right...or more likely the opposite.

                    MIKE
          Right...  Wait, what do you mean?

                    ROB
          I mean first you'll pretend not to care,
          not call - whatever, and then,
          eventually, you really won't care.

                    MIKE
          Unless she comes back first.

                    ROB
          Ah, see, that's the thing.  Somehow they
          don't come back until you really don't
          care anymore.

                    MIKE
          There's the rub.

                    ROB
          There's the rub.

                    MIKE
          Thanks, man.  Sorry we always talk about
          the same thing all the time...

                    ROB
          Hey man, don't sweat it.

                    MIKE
          ...It's just that you've been there.
          Your advice really helps.

                    ROB
          No problem.

                    MIKE
          Rob, I just want you to know, you're the
          only one I can talk to about her.

                    ROB
          Thanks.  Thanks, man.

                                                 DISSOLVE TO:

3    INT.  MIKE'S APARTMENT - NIGHT                                   3

Close up on answering machine.  Mike pushes the button.

                    ANSWERING MACHINE
               (synthesized voice)
          Hello, you have five messages.

Mike's eyes light up.  He paces in anticipation as the tape
rewinds.

                    ANSWERING MACHINE
               (male voice)
          Hey, baby.  It's Trent.  I hope you're
          feeling better about your old girlfriend.
          I hope my advice helped...

Mike fast-forwards to next message.

                    ANSWERING MACHINE
               (synthesized voice)
          Skipping message.
               (male voice)
          Whatsup, Mike.  If you want to talk some
          more about Michelle...
               (synthesized voice)
          Skipping message.
               (female voice)
          Mike, it's Chris.  Feeling better yet
          about...?
               (synthesized voice)
          Skipping message.

Tension grows with every inch of spooling tape.  Did she
leave a message?

                    ANSWERING MACHINE
               (female voice)
          Hi, Mike.  Did she call yet?  If she
          didn't then she doesn't deserve...
               (synthesized voice)
          Skipping message.

The last one.  It's a long shot, but he's got the faith.

                    ANSWERING MACHINE
               (elderly female voice)
          Michael, this is Grandma.  I want to know
          if you got the part on that television
          program.  I told the whole family and
          they're very excited to know if...
               (synthesized voice)
          Skipping message.  End of final message.

                    MIKE
               (lighting a cigarette,
               defeated)
          Shit.

                    ANSWERING MACHINE
               (synthesized voice)
          You have to put things in perspective.

                    MIKE
               (unfazed by the sentient
               appliance)
          I know, I know.

                    ANSWERING MACHINE
               (synthesized voice)
          You've been through worse.

                    MIKE
          You're right.  I know.

                    ANSWERING MACHINE
               (synthesized voice)
          Ever since I've known you.

                    MIKE
          I don't know about that.

                    ANSWERING MACHINE
               (synthesized voice)
          Moving here from New York was much more
          of an adjustment than this.

                    MIKE
          It didn't feel that way.

                    ANSWERING MACHINE
               (synthesized voice)
          That's because it was a challenge.  You
          has control over you're situation.  It
          was hard, but you rose to it.

                    MIKE
          Okay.  I'll think about that.  Bye.

                    ANSWERING MACHINE
               (synthesized voice)
          You really should.  Life, after all, is
          really just a series of challenges...

                    MIKE
               (growing irate)
          Enough.  I've got to use the phone.

                    ANSWERING MACHINE
               (synthesized voice)
          Are you calling Her?

                    MIKE
          No.  Stop, come on.

The LED goes black as the machine beeps off.  Mike picks up
the phone and hits autodial.

Machine beeps off.  Phone rings again, then is answered.

                    TRENT
               (over phone)
          Hello?

                    MIKE
          S'up Trent?

                    TRENT
          Lemme get off the other line, baby.

We hear the clicks of call-waiting-hold limbo.  The silence
is interrupted.

                    ANSWERING MACHINE
               (synthesized voice over phone)
          You should call your Grandmother.

                    MIKE
          Shuddup.

                    TRENT
               (returning to line)
          That was Sue.  We got two parties
          tonight.  One's for a modeling agency.

                    MIKE
          I don't know...

                    TRENT
          Listen to me, baby, there are going to be
          beautiful babies there.

                    MIKE
          Trent, I don't feel like going out
          tonight.  I got shit to do tomorrow...

                    TRENT
          Listen to you.  I got an audition for a
          pilot at nine and I'm going.  You gotta
          get out with some beautiful babies.  You
          can't sit home thinking about her.

                    MIKE
          I don't know...

                    TRENT
          I don't know, I don't know- listen to
          you.  We're gonna have fun tonight.  We
          gotta get you out of that stuffy
          apartment.

                    MIKE
          We're gonna spend half the night driving
          around the Hills looking for this party
          and then leaving cause it sucks, then
          we're gonna look for this other party you
          heard about.  But, Trent, all the parties
          and bars, they all suck.  I spend half
          the night trying to talk to some girl
          who's eyes are darting around to see if
          there's someone else she should be
          talking to.  And it's like I'm supposed
          to be all happy cause she's wearing a
          backpack.  Half of them are nasty skanks
          who wouldn't be shit if they weren't
          surrounded by a bunch of drunken horny
          assholes.  I'm not gonna be one of those
          assholes.  It's fucking depressing.  Some
          skank who isn't half the woman my
          girlfriend is is gonna front me?  It
          makes me want to puke.

                    TRENT
               (beat)
          You got it bad, baby.  You need Vegas.

                    MIKE
          What are you talking about?  Vegas?

                    TRENT
          VEGAS.

                    MIKE
          What Vegas?

                    TRENT
          We're going to Vegas.

                    MIKE
          When?

                    TRENT
          Tonight, baby.

                    MIKE
          You're crazy.

                    TRENT
          I'll pick you up in a half an hour.

                    MIKE
          I'm not going to Vegas.

                    TRENT
          Shut up- yes you are.  Now listen to Tee.
          We'll stop at a cash machine on the way.

A long thoughtful pause.

                    MIKE
          I can't lose more than a hundred.

                    TRENT
          Just bring your card.  Half an hour.

                    MIKE
          Wait.

                    TRENT
          What?

                    MIKE
          What are you wearing?  I mean, we should
          wear suits.

                    TRENT
          Oh...  Now Mikey wants to be a high
          roller.

                    MIKE
          No, seriously, if you're dressed nice and
          you act like you gamble a lot, they give
          you free shit.

                    TRENT
          Okay Bugsy.  Twenty minutes.

                    MIKE
          Wear a suit, I'm telling you it works.

                    TRENT
          Be downstairs.  You're beautiful.

                                                      CUT TO:

4    EXT.  MIKE'S BUILDING - FRANKLIN AVENUE - NIGHT                  4

Mike is dressed to the nines in classic vintage threads.
He's trying to look at ease as he straightens his cuff links.
He approaches Trent who suavely leans against his worn down
ride.  He's a tall, slim, good-looking cat.  His sharkskin
suit hangs well on his lanky frame as it tapers to his
ankles.  Sinatra's "Come Fly With Me" on the tape deck adds
an elegance to the scene.  They exchange an impish grin and
depart without saying a word.  Maybe this isn't such a bad
idea.

                                                      CUT TO:

5    INT.  TRENT'S CAR - DETAIL SHOT - SPEEDOMETER - NIGHT            5

The NEEDLE IS PINNED.  The gauges are blurred by the
vibration of the poorly tuned engine.  The SHOT WIDENS to
reveal that the "Oil" and "Service" dummy lights are both
illuminated, causing an eerie red glow onto TRENT's white
knuckles.

6    EXT.  DESERT ROAD - NIGHT                                        6

Trent's car is red-lined.  The SWINGERS are Vegas bound.  Do
not pass go.

                                                MATCH CUT TO:

7    INT.  TRENT'S CAR - NIGHT                                        7

                    MIKE
               (counting bills)
          I took out three hundred, but I'm only
          gonna bet with one.  I figure if we buy
          a lot of chips, the pit boss will see and
          they'll comp us all sorts of shit, then
          we trade back the chips at the end of the
          night.  You gotta be cool though.

                    TRENT
          I'm cool, baby.  They're gonna give Daddy
          a room, some breakfast, maybe Bennett's
          singing.

                    MIKE
          I'm serious.  This is how you do it.  I'm
          telling you.

                    TRENT
          I know.  Daddy's gonna get the Rainman
          suite.  Vegas, baby.  We're going to
          Vegas!

                    MIKE
          Vegas!  You think we'll get there by
          midnight?

                    TRENT
          Baby, we're gonna be up by five hundy by
          midnight.  Vegas, baby!

                    MIKE
          Vegas!

Mike twists up the Chairman of the Board as we...

                                                 DISSOLVE TO:

8    INT.  TRENT'S CAR - HOURS LATER                                  8

The two swingers are starting to fray around the edges but
are unwilling to admit it to each other or themselves.  Frank
has been replaced by talk radio.

                    TRENT
          Vegas, baby!

                    MIKE
          Vegas!

The needle is still buried.

                                                 DISSOLVE TO:

9    INT.  TRENT'S CAR - MANY HOURS LATER                             9

Sleep deprivation and desert static radio.

                    TRENT
          Vegas.

                    MIKE
          Vegas.

                                                 DISSOLVE TO:

10   INT.  TRENT'S CAR - LATER THAT NIGHT                             10

Mike is sleeping in the passenger seat.

                    TRENT
          Wake up, baby.

                    MIKE
               (stirring)
          Whu?

                    TRENT
          Look at it, baby.  Vegas, baby!

Trent points out a mountain range.  It is now the only thing
separating them from their destination.  The surreal glow of
the desert sky is accentuated by the loud slashing of the
cobalt and ruby lasers emanating from a source masked by
the craggy peaks.  Mike slowly stirs from his slumber.  He is
transfixed by this affrontation of nature.  It is his first
glimpse of the city without God.

                    MIKE
               (in reverie)
          Vegas.

                                                      CUT TO:

11   EXT.  VEGAS STRIP - NIGHT                                        11

The shrill cry of Basie's fat brass section heralds the
arrival of the young swingers.  Their eyes drink every watt
of golden light as Sinatra's crooning urges them on.

Mike has either had enough sleep or so little that it no
longer matters.  Either way, there's no turning back.

They roll up to a casino valet.  TILT UP to a skull and
crossbones which looms overhead.

                                                      CUT TO:

12   INT.  TREASURE ISLAND CASINO - NIGHT                             12

The two guys walk and talk down a fluorescent hallway.  It is
well past midnight and the only patrons at this hour are
tourists too drunk to sleep and compulsive gamblers who snuck
out of their rooms without waking their wives.

It is a weeknight and it is beginning to become painfully
obvious that our boys are overdressed.

The decor is nautical plaster.  Castings of bearded men with
primitive prosthesis clutching daggers between their teeth
are everywhere.

All of ye olde promenade shoppes are closed.

                    MIKE
               (the first budding of
               crankiness)
          Pirates of the fucking Caribbean.

                    TRENT
          This is the hot new place, besides, you
          love pirates.  Tell me Mikey doesn't love
          pirates.

                    MIKE
          This is fuckin' post-pubescent
          Disneyland.

                    TRENT
          You gotta love the pirates, baby.  The
          pirates are money.

The corridor empties into the equally kitch CASINO.

                    MIKE
          This place is dead.  I thought this was
          the city that never sleeps.

                    TRENT
          That's New York, baby.  You should know
          that.  Look at the waitresses.  I'm gonna
          get me a peg-leg baby.

                    MIKE
          They're all skanks.

                    TRENT
          Baby, there are beautiful babies here.

                    MIKE
          Tee, the beautiful babies don't work
          Wednesdays midnight to six.  This is the
          skank shift.

                    TRENT
          What are you talking about?  Look at all
          the honeys.

Trent contorts his face at a cute WAITRESS passing by with a
tray of drinks.

                    TRENT
          Arrrrg!

The waitress cracks a smile as she crosses away.  Mike is
visibly embarrassed.

                    MIKE
          Cut that shit out.

                    TRENT
          She smiled baby.

                    MIKE
          That's not cool.

                    TRENT
          Did she, or did she not smile?

                    MIKE
          It doesn't matter...

                    TRENT
          I'm telling you, they love that shit.

                    MIKE
          You're gonna screw up our plan.

                    TRENT
          We're gonna get laid, baby.

                    MIKE
          First let's see what happens if we play
          it cool.

                    TRENT
          What?  You think she's gonna tell her
          pit-boss on us?

                    MIKE
          Don't make fun, I think we can get some
          free shit if we don't fuck around.

                    TRENT
          Who's fucking around? I'm not making fun.
          Let's do it, baby.

                    MIKE
          The trick is to look like you don't need
          it, then they give you shit for free.

                    TRENT
          Well, you look money, baby.  We both
          look money.

Mike points to a semi-curtained, semi-roped-off area near the
baccarat tables.  The clientele is classier, but they're
still obviously overdressed.

                    MIKE
               (pointing)
          That's where we make our scene.

                    TRENT
          You think they're watching?

                    MIKE
          Oh, they're watching all right.  They're
          watching.

                                                      CUT TO:

13   INT.  TREASURE ISLAND CASINO - THE CLASSY SECTION - NIGHT        13

Mike is at a blackjack table with Trent at his side.  The
game has paused to observe the newcomers as Mike draws a
billfold out of his breast pocket.  They're pulling it off
with only slightly noticeable effort.

                    MIKE
          I don't know, I guess I'll start with
          three hundred in, uh, blacks.

Mike tries to hand the DEALER a handful of twenties after
counting them twice.

                    DEALER
          On the table.

                    MIKE
          Sorry?

                    DEALER
          You have to lay it on the table.

                    MIKE
          Uh, I don't want to bet it all.

The other players grow impatient.

                    DEALER
          You're not allowed to hand me money, sir.
          You'll have to lay it on the table if you
          want me to change it.

                    MIKE
               (hastily laying down the bills)
          Oh... right.

The dealer lays out the bills such that the amount is visible
to the camera encased in the black glass globe overhead.
Trent and Mike look up at it open-mouthed like turkeys in the
rain.

                    DEALER
          Blacks?

Mike's attention is recaptured by the dealer, but Trent
continues trying to peer through the smoked glass.

                    MIKE
          Huh?

                    DEALER
          You want this in black chips.

                    MIKE
          Sure, that'll be fine.

The dealer chirps out an unintelligible formality and the PIT
BOSS chirps the response.  Trent's focus whips away from the
camera as both he and Mike stare at the pit boss ten feet
away.

The dealer plunks down the measly THREE CHIPS which represent
Mike's entire cash reserve.  Not quite the effect he had
hoped for.

The swingers stare at the chips.  The players stare at the
swingers.  The dealer stares at the pit boss.

                    MIKE
          Do you have anything smaller?

                    DEALER
          Yes, but I'm afraid this table has a
          hundred-dollar-minimum bet.  Perhaps
          you'd be more comfortable at one of our
          lower stakes tables.

The dealer indicates a FIVE-DOLLAR TABLE across the room
where an Hispanic woman deals to a BLUEHAIR, a BIKER, and a
COUPLE in matching Siegfried and Roy T-shirts.

The swingers look back to the dealer who is now flanked by
the pit boss.

The tense silence is broken by...

                    WAITRESS
          Drinks?
               (then to Trent)
          How about you, Cap'n?

Trent looks over to see that it's the same WAITRESS who
flashed him a smile earlier.  At first he begins to smile,
then, remembering that he is locked in a high stakes battle
of wills, subtly shakes her off.  She smirks and starts to
leave until she is interrupted by Mike holding up a finger.
It's a balsy move, but everyone's watching.  The kid's going
for broke.
                    MIKE
               (to the waitress, but never
               breaking eye contact with the
               dealer)
          I'll have a vodka martini, straight up,
          shaken not stirred, very dry.

Smooth.  Trent is impressed, but masks his pride.

                    WAITRESS
               (under her breath cynically as
               she writes it down)
          One "James Bond".

Ow.  She exits.

                    MIKE
               (regaining composure)
          No.  Blacks will be fine.

Mike throws a chip in the circle.  Trent is shocked.  That's
a hundred bucks.  Mike and Trent share a look.  The dealer
and the pit boss exchange glances.  Bets are all down and the
cards are meticulously dealt.

The dealer has a two showing.  Mike has been dealt a five and
a six- eleven.

                    TRENT
               (hushed tones)
          Double down.

                    MIKE
               (even husheder)
          What?!?

                    TRENT
          Double down, baby.  You gotta double down
          on an eleven.

                    MIKE
          I know, but...

                    TRENT
          You gotta do it.

                    MIKE
          ...but that's two hundred dollars.
          This is blood money...

                    TRENT
          If we don't look like we know what we're
          doing, then we may as well...

Everyone's waiting for them.

                    MIKE
          I know.

The dealer, the pit boss, and all the players look on as Mike
drops ANOTHER BLACK CHIP in the circle with a barely audible,
yet deafening, thud.

                    MIKE
               (with all the nonchalance he
               can muster)
          Double down.

A bead of sweat.

The sharp snap of a dealt card.

It's a seven.  Eighteen.

Disappointment twists their faces.

Finally the dealer flips over his card.

It's a king!  Twelve.  Here comes the bust...

Flick - four.  Sixteen!  Here comes the bust...

Flick - five.  Twenty one.  Groans all around, except for the
swingers who watch their chips slide away in silence.

Mike breaks the spell with a plucky smile from the pit of his
stomach.
                    MIKE
               (to the pit boss)
          Sure could use some dinner about now.

                                                SMASH CUT TO:

Trent and Mike are wedged between the BLUEHAIR and the BIKER
At the FIVE DOLLAR TABLE.  They share a pile of red chips.

                    TRENT
          I'm telling you, baby, you always double
          down on an eleven.

                    MIKE
          Yeah?  Well obviously not always!

                    TRENT
          Always, baby.

                    MIKE
          I'm just saying, not in this particular
          case.

                    TRENT
          Always.

                    MIKE
          But I lost!  How can you say always?!?

In the meantime, the Bluehair has been dealt an eleven.
This captures the swinger's attention.

                    BLUEHAIR
          Hit.

Four.  Fifteen all together.

                    BLUEHAIR
          Oh...  I don't know...  Hit.

Two.  Seventeen.  Dealer has a seven showing.

                    BLUEHAIR
          What the hell- hit.

Four!  Twenty one.

                    DEALER
               (with a warm smile)
          Twenty one.

Polite applause from around the table which the Bluehair
humbly waves off.  Mike looks at Trent.  Daggers.  Trent
shrugs.

A different PIT BOSS approaches.

                    PIT BOSS
          Would you care for some breakfast, ma'am?

                    BLUEHAIR
          Well...?  No, I shouldn't.  Maybe later.
          Thank you, though.

                    MIKE
               (to Trent, under his breath)
          I'm gonna fuckinkillyou.

                                                      CUT TO:

14   INT.  TREASURE ISLAND CASINO - CASHIER'S WINDOW - NIGHT          14

Mike is presented a stack of twenties by the CASHIER, who
counts them out.  Trent looks on.

                    CASHIER
          ...eighty...  one hundred...  one hundred
          and twenty dollars.  We hope to see you
          back on the high seas soon.
               (polite smile)

Mike throws her a disgusted look, then turns to go.  Trent
struggles to cheer him up.

                    TRENT
          What's that?  One twenty?  You're up
          twenty bucks, baby.

Mike throws him a disgusted glare.

                    TRENT
          ... Well, you know, not counting the
          first table.

                    MIKE
          Thanks for clarifying that.

                    TRENT
          Hey, man, I'm down too, you know.

                    MIKE
          Yea, how much?

                    TRENT
          I don't know, what?  Thirty, Forty maybe.

                    MIKE
          Don't give me that shit.  You know
          exactly how much you lost.  What'd you
          drop?

                    TRENT
          Twenty...  but I was down at least fifty.
          I'm sorry, I got hot at the crap table.

                    MIKE
          You won.  There's nothing to be sorry
          about.  You're a winner.  I'm the fuckin
          loser.  I should be sorry.

                    TRENT
          Baby, don't talk like that, baby.

                    MIKE
          Let's just leave.

                    TRENT
          Baby, you're money.  You're the big
          winner.

                    MIKE
          Let's go.

                    TRENT
               (condescending)
          Who's the big winner?

Mike looks away, shaking his head in disgust.

                    TRENT
               (lifting Mike's reluctant hand
               from the wrist like a boxing
               champ)
          Mikey's the big winner.

                    MIKE
               (shaking his head to hide a
               smirk)
          What an asshole.

                    TRENT
          Okay, Tee's the asshole, but Mikey's the
          big winner.

The same WAITRESS from before approaches the swingers as they
are about to leave.

                    WAITRESS
          There you two are.  I walked around for
          an hour with that stupid martini on my
          tray.

                    MIKE
          Sorry.  We got knocked out pretty
          quickly.

                    CHRISTY
               (sarcasm?)
          A couple of high rollers like you?

                    MIKE
          Could you believe it?

                    CHRISTY
          Wait here, I'll get you that martini.

                    MIKE
          Nah, I didn't really want it anyway.  I
          just wanted to order it.

                    CHRISTY
          Can I get you something else?  I mean,
          you shouldn't leave without getting
          something for free.

                    MIKE
          No thanks.  Why ruin a perfect night.

                    TRENT
               (condescending)
          Bring a James Bond for me and my boy
          Mikey, and if you tell the bartender to
          go easy on the water...
               (holds up a half-dollar)
          ...this Kennedy has your name on it.  Now
          run along, I'm timing you.

The waitress smiles in spite of herself, shakes her head, and
walks away.

                    MIKE
          What an asshole.

                    TRENT
          That was money.  Tell me that wasn't
          money.

                    MIKE
          That was so demeaning...

                    TRENT
          She smiled, baby.

                    MIKE
          I can't believe what an asshole you are.

                    TRENT
          Did she, or did she not smile.

                    MIKE
          She was smiling at what an asshole you
          are.

                    TRENT
          She was smiling at how money I am, baby.

                    MIKE
          Let's go.  I'm not paying for a room, and
          if we don't leave now we'll never make
          it.

                    TRENT
          Leave?  The honey-baby's bringing us some
          cocktails.

                    MIKE
          What are you, nuts?  You think she's
          coming back?

                    TRENT
          I know she's coming back.

                    MIKE
          I don't think so.

                    TRENT
          Baby, did you hear her?  "You shouldn't
          leave without getting something for
          free."  She wants to party, baby.

                    MIKE
          You think so?

                    TRENT
          You gotta give Tee one thing.  He's good
          with the ladies.

                    MIKE
          I'm too tired for this.  Let's just go.

                    TRENT
          Baby, this is what we came for.  We met
          a beautiful baby and she likes you.

                    MIKE
          She likes you.

                    TRENT
          Whatever.  We'll see.  Daddy's gonna get
          her to bring a friend.  We'll both get
          one.  I don't care if I'm with her or one
          of her beautiful baby friends.

                    MIKE
          I don't know...

                    TRENT
          You gotta get that girl out of your head.
          It's time to move on.  You're a stylish,
          successful, good looking cat.  The ladies
          want to love you, you just gotta let
          them.

                    MIKE
          That's bullshit.

                    TRENT
          It's not.  You're money.  Any of these
          ladies would be lucky to pull a cat like
          you.

                    MIKE
          It's just that I've been out of the game
          so long.  Trent, I was with her for six
          years.  That's before AIDS.  I'm scared.
          I don't know how to talk to them, I don't
          know...

                    TRENT
          You can't think like that, baby.  It's
          hard, I know.  I've been there.  Not for
          six years, but I know.  You just gotta
          get back out there.

                    MIKE
          It's just tough, after sleeping with
          someone you love for so long, to be with
          someone new... who doesn't know what I
          like... and you gotta wear a jimmy...

                    TRENT
          ... gotta...

                    MIKE
          ... and then I'm struggling to impress
          some chick who's not half as classy as my
          girlfriend, who I'm not even really
          attracted to...

                    TRENT
          Oh fuck that.  You don't have to try and
          impress anyone.  You think I give a shit?
          You think I sweat that skanky whore
          waitress...

Tee is interrupted by the WAITRESS who, thank God, barely
missed his comment.

                    TRENT
               (recovering, looking at watch)
          ... One fifty-nine, Two minutes.

                    WAITRESS
          Two vodka martinis, straight up, shaken
          not stirred, very dry, easy on the water.

                    TRENT
          Beautiful.  What time are you off...
               (reads nameplate)
          ... Christy?

                    WAITRESS
          Six.

Mike can't believe it.  Tee is just making it happen.

                    TRENT
          Call a friend and have her meet the three
          of us at the Landlubber Lounge at 6:01.
               (Trent throws the half-dollar
               on her tray)

                                                SMASH CUT TO:

15   INT.  TREASURE ISLAND CASINO - COFFEE SHOP - SAME NIGHT          15

Trent and Mike are looking at menus.  They're smoking at the
table because the can.

                    MIKE
          That was so fuckin' money.  It was like
          that "Jedi mind" shit.

                    TRENT
          That's what I'm telling you, baby.  The
          babies love that stuff.  They don't want
          all that sensitive shit.  You start
          talking to them about puppy dogs and ice
          cream.  They know what you want.  What do
          you think?  You think they don't?

                    MIKE
          I know.  I know.

                    TRENT
          They know what you want, believe me.
          Pretending is just a waste of time.
          You're gonna take them there eventually
          anyway.  Don't apologize for it.
                    MIKE
          I'm just trying to be a gentleman, show
          some respect...

                    TRENT
          Respect, my ass.  They respect honesty.
          You see how they dress when they go out?
          They want to be noticed.  You're just
          showing them it's working.  You gotta get
          off this respect kick, baby.  There aint
          nothing wrong with letting them now that
          you're money and that you want to party.

The COFFEE SHOP WAITRESS approaches the table.  She's cute,
but not nearly as hot as Christy.

                    WAITRESS
          Are you ready to order?

                    MIKE
          Coffee...
               (points to Trent, who nods)
          Two coffees.  It says "Breakfast Any
          Time", right?

                    WAITRESS
          That's right.

                    MIKE
          I'll have "pancakes in the Age of
          Enlightenment".

It goes over like a lead balloon.

                    WAITRESS
          And you?

                    TRENT
          I'll have the Blackbeard over easy.

                    WAITRESS
          I'll be back with the coffee.

She takes the menus and goes.

                    TRENT
               (genuinely)
          Nice, baby.

                    MIKE
          I should've said Renaissance, right? It
          went over her head.

                    TRENT
          Baby, you did fine.

                    MIKE
               (disgusted with himself)
          "Age of Enlightenment".  Shit.  Like some
          waitress in a Las Vegas coffee shop is
          going to get an obscure French
          philosophical reference.  How demeaning.
          I may as well have just said "Let me jump
          your ignorant bones."...

                    TRENT
          ...Baby...

                    MIKE
          ... It's just, I thought "Renaissance"
          was too Excaliber, it's the wrong casino.
          She would've gotten it, though...

                    TRENT
          You did fine.  Don't sweat her.  We're
          meeting our honeys soon.  You know
          Christy's friend is going to be money.

                    MIKE
          I hope so.
               (checks watch)
          We gotta go soon.

                    TRENT
          Baby, relax.  It's just down the hall.
          She's gotta change... we'll be fine.

                    MIKE
          We didn't do so bad after all.

                    TRENT
          Baby, we're money.

Mike tries to catch the attention of their waitress, who is
passing with a huge platter containing a BREAKFAST BANQUET.

                    MIKE
          Excuse me.  We're in a bit of a hurry.

                    WAITRESS
          Hang on, Voltaire.

She passes their table and sets the ENTIRE FEAST in front of
the BLUEHAIR from the casino who sits alone.

                    BLUEHAIR
          I said two lox platters.  This isn't
          thirty dollars worth of food.  I have a
          thirty dollar voucher.  This isn't my
          first time in Vegas, you know.

                                                      CUT TO:

16   INT.  TREASURE ISLAND CASINO - LANDLUBBER LOUNGE - SAME NIGHT    16

Christy is at the bar wearing acid-washed jeans with a
matching denim top.  She's sexy in a pathetic mid-eighties
sort of way.  She's sitting next to a pretty brunette, LISA,
dressed in a similar fashion.

There is something bizarre about her appearance.  Her hair is
tied into long pig-tails with powder blue ribbons.  Her
makeup job is almost theatrical, with bright pink/red lips.
She can't be that out of it, or can she?

The girls have already been flanked by a herd of potential
COURTIERS.

The SWINGERS saunter up to the girls in a smooth, SLOW-MOTION
SHOT.

The girls notice them.

The courtiers sense their rejection and part like the Red Sea
for the swingers in perfect slow-motion choreography.

                    CHRISTY
          Hi, boys, we almost gave up on you.

                    TRENT
          Oh, are we late?  There are no clocks in
          this town.

                    CHRISTY
          Well, no harm done.  This is Lisa.  I'm
          sorry, I never got your names...

                    MIKE
          I'm Mike...
               (with contempt)
          and this is my friend "Doubledown Trent".

                    TRENT
               (working the bit)
          Stop.
               (then to the girls)
          Ladies, don't you double down on an
          eleven?

                    CHRISTY
          Always...

                    LISA
          No matter what... like splitting aces.

                    MIKE
          Whatever.

                    TRENT
          Hello, Lisa.  I'm Trent.  What a lovely
          makeup job.

                    CHRISTY
          Lisa works at the MGM Grand...

                    LISA
               (apologetically)
          I'm a "Dorothy".

                    TRENT
               (trying to sell her to Mike)
          Oh... a Dorothy.

                    MIKE
          Well... we're not in Kansas anymore.

Another lead balloon.  Uncomfortable silence.

                    CHRISTY
          What do you guys do?

                    MIKE
          I'm a comedian.

More uncomfortable silence.

                    LISA
          Do you ever perform out here?  I'd love
          to see you.

                    MIKE
          No...

                    LISA
          You should.  A lot of comics play Vegas.

                    MIKE
          Well, I'm afraid it's not that easy...

                    LISA
          Why not?

                    MIKE
          There are different circuits... it's hard
          to explain... you wouldn't understand...

                    LISA
          Who's your booking agent?

                    MIKE
               (flustered)
          Oh?  You know about booking agents...  I
          don't, uh, actually have a west coast
          agent as of yet...

                    LISA
          Well, who represents you back east?

                    MIKE
          Actually, it's funny you...  I'm
          actually, uh, between...

                    LISA
          What do you do, Trent?

                    TRENT
          I'm a producer.

                    BOTH GIRLS
          Wow... Oooh... Ahhh...

Mike rolls his eyes at how full of shit he is.

                    CHRISTY
          Listen, I'm not really allowed to drink
          here.  We should go someplace else.
          How's my place?

The swingers exchange a glance.

Beat.

                    TRENT & MIKE
          Sounds good to me... Fine... Sure

                                                      CUT TO:

17   EXT.  CHRISTY'S TRAILER - EARLY MORNING                          17

Establishing shot of an Airstream trailer dug into the desert
on chocks.  Trent's car and two El Caminos are parked out
front.

18   INT.  CHRISTY'S TRAILER - SAME                                   18

The foursome, now somewhat more intimate, sit huddled around
the fold-out table.

They've been drinking whiskey and long-neck Buds, judging by
the recyclables.

The pairings seems to be Trent/Christy, Mike/Lisa.

The cramped compartment is filled with secondary smoke and
laughter.

                    TRENT
          No... no... The worst was when I went in
          for this After-School special and I'm
          sitting in the waiting room with all
          these little kids.  I see they're all
          signed in for the same role as me...

                    CHRISTY
          They were auditioning for the same role
          as you?

                    TRENT
          Wait... Wait... Listen... So, I check the
          time and place.  I'm where I'm supposed
          to be.  I call my agent... She says they
          asked for me specifically...

                    MIKE
          What was the part?

                    TRENT
          Oh... "I love you... I can't believe
          you're doing this... Drugs are bad..."
          Whatever.  After-School bullshit.  The
          role is Brother.

                    MIKE
          "Big Brother", "Little Brother"?

                    TRENT
          Wait... Wait... Just "Brother".  So I go
          in.  "Hello... Hi... We loved your guest
          spot on Baywatch... blah blah blah..."
          Whatever.  So, I start to read, and,
          Mikey, I was money.  I prepared for a
          week.  It's a starring role.  I'm
          crying... The casting director, she
          starts crying...

                    MIKE
          No!

                    TRENT
          Yes!

                    LISA
          Oh my God.

                    CHRISTY
          Did you get it?

                    TRENT
          Wait...  She's crying.  I finish.  I hold
          up my finger like "Wait a second".  They
          sit in silence for, like, at least five
          minutes.  I look up and they all start
          clapping, and now they're all crying.
          Even the camera guy.

                    MIKE
          No!  Not the camera guy!

                    TRENT
          I'm telling you!

                    LISA
          So what happened?

                    TRENT
          So, I swear to God this is exactly what
          he said.  The producer says to me... now
          he's still crying... he says to me that
          I was great, that that was exactly what
          they were looking for...

                    MIKE
          ... So give me the fuckin part...

                    TRENT
          Right?  ... that I nailed it... Whatever.
          Then he says it's just that I'm a little
          old.  I'm like "How old is the
          Brother?".  He's like, he says this with
          a straight face, I swear to God, he says
          "Eleven."
                    MIKE
          So, what'd you say to him?  "Double
          down."?

They all crack up even more.

                    TRENT
          It's like, you looked at my tape.  You
          saw my picture.  Why did you call me in?
          You knew I was twenty-four.

                    CHRISTY
          What an asshole.

                    MIKE
          I believe it.

The room dies down.  The girls settle into the arms of their
men.  There's a lot of body language and pheromones, but not
a lot of words.

                    CHRISTY
          How rude of me.  I haven't given you the
          tour.

She gets up and leads Trent into the sleeping compartment to
the rear.  The door slaps shut.

Mike and Lisa, in all her made-up glory, look into each
others eyes.

                                                      CUT TO:

19   INT.  CHRISTY'S TRAILER - SLEEPING COMPARTMENT - SAME            19

Trent is already at work.  He's smooth.  A cascade of stuffed
animals tumble off the bed with every thrust.  Clothes start
to peel off.

Trent takes a breather.  He takes a step to the door.

                    TRENT
          Let me just check on my boy.

                    CHRISTY
          Don't worry.  He's in good hands.

Trent cracks the door and peers through.  The light is dim,
but he can make out that they're starting to neck.

He closes the door, satisfied.

                    CHRISTY
               (coyly)
          What a good friend.  I can use a friend
          like you.
               (she beckons him back to bed)

                                                      CUT TO:

20   INT.  CHRISTY'S TRAILER - FRONT ROOM - SAME                      20

What seemed like necking is actually Lisa and Mike huddled
tight having an intimate conversation.

                    LISA
               (reassuring)
          I'm sure she'll call.  Six years is a
          long time.  You don't just break it off
          cleanly after six years.

                    MIKE
          I know, but she did.  She's with someone
          else now...

                    LISA
          Already?  You poor thing.  It won't last.

                    MIKE
          Why not?

                    LISA
          It's a rebound.

                    MIKE
          We were a rebound, and we lasted six
          years.

                    LISA
          Yeah, but how long was the relationship
          she was rebounding from?

                    MIKE
          Six years.

Beat.

                    MIKE
          Can I check my messages?  I have a
          calling card.

                    LISA
          Sure, I guess.  The phone's in the back.

Mike gets up and approaches the door.

                    MIKE
          Sorry, it's just that...

                    LISA
          I understand.

Mike lightly knocks on the door.

                    MIKE
          Trent...
               (knock knock)
          Tee.

The door cracks.

                    MIKE
          Sorry, man, I need...

Trent pokes a CONDOM through the door.

                    MIKE
          No, man.  I need to use the phone.

                    TRENT
          What?

                    MIKE
          I gotta use the phone.

                    TRENT
          Baby, you'll check them tomorrow.

                    MIKE
          Please, Tee.  I have to use the phone.
          Sorry, man.

                    TRENT
          Hold on.

The door closes.

                    MIKE
               (to Lisa)
          I hope I'm not interrupting anything.
          They weren't in there that long.

Lisa reassuringly shakes her head.

Beat.

Christy walks out wearing only Trent's sharkskin jacket as a
robe.

Trent follows with a towel wrapped around his waist.

Trent glares at Mike as they pass.  Daggers.

                    MIKE
               (apologizing to Christy as she
               exits)
          I've got a calling card, there's no
          charge to your phone.

                                                      CUT TO:

21   INT.  CHRISTY'S TRAILER - SLEEPING COMPARTMENT - SAME            21

Mike dials.

                                                     BACK TO:

22   INT.  CHRISTY'S TRAILER - FRONT ROOM - SAME                      22

Half naked Trent and Christy sit with fully clothed Lisa.

                    CHRISTY
               (to Lisa)
          The poor thing.  Six years?

                    LISA
          ... And she's with someone else.

                    CHRISTY
          The poor thing.  I'll make some coffee.

Trent is not happy.

                                                     BACK TO:

23   INT.  CHRISTY'S TRAILER - SLEEPING COMPARTMENT - SAME            23

Mike is on the phone.

                    ANSWERING MACHINE
               (synthesized voice)
          She didn't call.

Disappointment pulls at Mike's brow.

                                                     BACK TO:

24   INT.  CHRISTY'S TRAILER - FRONT ROOM - SAME                      24

The girls clean up the bottles and ashtrays.  The coffee is
brewing.  The shades are up.  It's officially morning.

Trent's chin is in his hand.  He radiates the blue tinge of
glandular congestion.  He'll have no part of any of this.

                    CHRISTY
          He's so sweet.  He really said that?

                    LISA
          I believe it too.  He really just wants
          her to be happy.

                    CHRISTY
          He is so sweet.

Mike enters.

The girls immediately stop their chatter and look at him in
anticipation.

Mike shakes his head "no".

The girls walk to embrace him in consolation.

                    BOTH GIRLS
          Awwww.

Trent just shakes his head.  He'll have no part of any of
this.

                                                      CUT TO:

25   EXT.  DESERT ROAD - DAY                                          25

Establishing whot of Trent's car heading back to L.A. on the
northbound I-15.  The speeding car is dwarfed by the
expansive badlands.

26   EXT.  TRENT'S CAR - DESERT ROAD - SAME                           26

                    MIKE
          She asked me what I was thinking about?
          What should I have done?  Lie?

                    TRENT
          You didn't have to get into it, baby.

                    MIKE
          Sorry about interrupting...

                    TRENT
          Don't worry about me, baby.  I just
          wanted you to have a good time.

                    MIKE
          Christy was nice...

                    TRENT
          I didn't even like her, to be honest.

                    MIKE
          She was hot.

                    TRENT
          She really didn't do it for me, baby.
          How'd you like Dorothy?

                    MIKE
          I don't know.  The whole Judy Garland
          thing kind of turned me on.  Does that
          makes me some kind of fag?

                    TRENT
          No, baby.  You're money.

                    MIKE
          She didn't like me, anyway.

                    TRENT
          She thought you were money.

                    MIKE
          I don't think so.

                    TRENT
          I heard them talking.  They both thought
          you were money.

                    MIKE
          Yeah, a good friend.

                    TRENT
          Baby, you take yourself out of the game.
          You start talking about puppy dogs and
          ice cream, of course it's gonna be on the
          friend tip.

                    MIKE
          I just don't think she liked me in that
          way.

                    TRENT
          Baby, you're so money you don't even
          know it.

                    MIKE
          Tee, girls don't go for me the way they
          go for you.

                    TRENT
          Michelle went for you, right.

                    MIKE
          That was different.

                    TRENT
          How?

                    MIKE
          I was younger... It was college.  You
          didn't go to college, you don't know what
          it's like.  You screw chicks you have no
          business being with.  They're young, they
          don't know any better.

                    TRENT
          That's just plain silly.  Your self-
          esteem is just low because she's with
          someone else.  But thinking about it and
          talking about it all the time is bad.
          It's no good, man.  You gotta get out
          there.  The ladies want to love you,
          baby.

                    MIKE
          I just need some time...

                    TRENT
          Why?  So you can beat yourself up?
          Sitting around in that stuffy apartment.
          It's just plain bad for you, man.  It's
          depressing.  You've come so far.
          Remember the first week?  After she told
          you?  You couldn't even eat.

                    MIKE
          Don't remind me.

                    TRENT
          You just sat around drinking orange
          juice.  Now look at you.  Look how far
          you've come in just a few months.  You
          got that part in that movie...

                    MIKE
          ... a day...

                    TRENT
          ... Whatever.  It's work.  You're doing
          what you love.  What's she doing?

                    MIKE
          Selling scrap metal.

                    TRENT
               (smiles)
          See?  And what does this guy she's with
          do?

                    MIKE
          He drives a carriage.

                    TRENT
          What?!?

                    MIKE
               (smiling)
          I hear he drives a carriage around
          Central Park or something.

                    TRENT
          Please.  And you're sweating him?
          You're "all that" and you're sweating
          some lawn jockey?

                    MIKE
          I hear she's getting real fat.

                    TRENT
          Baby, she's the one who should be
          thinking about you.  Sounds to me like
          you cut loose some dead weight.  Trust
          me, Mikey, you're better off.

Trent cranks some Frank.  "You Make Me Feel So Young".

Mike is finally, genuinely, smiling.

He turns down the music enough to talk.

                    MIKE
          I'm gonna try.  I'm really gonna try.

Trent just smiles and cranks Frank back up

27   EXT.  DESERT ROAD - SAME                                         27

Trent's car drives off into the distance.  A sign reads:
"Los Angeles - 270 miles".

                                                 DISSOLVE TO:

28   EXT.  PITCH AND PUTT GOLF COURSE - LOS FELIZ - DAY               28

Establishing shot of MIKE and ROB teeing off with nine irons.

Rob wears a Yale sweatshirt.  Mike wears one from Queens
College.  A Mets cap shades his eyes.  Neither have shaved
and, odds are, neither showered.  They each carry a loose
nine blade and putter as they wander to their lie.

                    ROB
          I don't think I'm gonna take it.

                    MIKE
          I's a gig.

                    ROB
          I mean, I need the money.

                    MIKE
          You're an actor.  Find the Zen in the
          role.

                    ROB
          It's definitely a step back for me.

                    MIKE
          Look, there's not much of a call for
          Shakespeare in this town.

                    ROB
          There's just something about being
          "Goofy".  Any other Disney character
          would be fine.  There's just this stigma
          associated with the character.

                    MIKE
          What do you want?  You're tall.

                    ROB
          Do you realize how hard it's going to be
          to tell my parents?  I still haven't told
          them I didn't get the pilot.

                    MIKE
          You tested over a month ago.  I'm sure
          they figured it out by now.

                    ROB
          It's like "Hi, Mom.  I'm not going to be
          starring in that sit-com and, oh by the
          way, I'm Goofy.  Send more money."

They split up and both over-chip the green miserably.

                                                      CUT TO:

29   EXT.  PUTTING GREEN - PITCH AND PUTT GOLF COURSE - SAME          29

Mike and Rob putt.

                    MIKE
          Haven't you noticed I didn't mention
          Michelle once today?

                    ROB
          I didn't want to say anything.

                    MIKE
          Why?

                    ROB
          I don't know.  It's like not talking to
          a pitcher in the midst of a no hitter.

                    MIKE
          What?  Like, you didn't want to jinx it?

                    ROB
          Kinda.

                    MIKE
          I don't talk about her that much.

                    ROB
          Oh no?

                    MIKE
          I didn't mention her once today.

                    ROB
          Well, until now.  Tend the pin.

Mike pulls out the flag for Rob's putt.  He misses.

                    MIKE
          The only reason I mentioned her at all is
          to say that I'm not going to talk about
          her anymore.  I thought you'd appreciate
          that.

                    ROB
          I do.  Good for you, man.

                    MIKE
          I've decided to get out there.
               (re: the ball)
          Go ahead.  Play it out.

Rob putts the "gimme".  He misses by an inch.

                    MIKE
          I'm not making any more excuses for
          myself.

Rob taps it in.  He tends the pin or Mike, who misses.

                    ROB
          Good to hear, Mikey.

Mike putts again, and misses.

                    MIKE
          You want to hit the town tonight?

                    ROB
          I shouldn't, Mike, it's a weeknight.

                    MIKE
          What do you have?  A Pluto call back?

                    ROB
          Sure.  Kick me when I'm down.

Mike plunks it in.

                    MIKE
          Count 'em up.

The two of them count and recount as they revisualize each
shot in their head.  Throughout the process they count under
their breath and point to different parts of the fairway and
green.

The two of them revolve, point, and mumble for an absurdly
long amount of time until finally...

                    ROB
          How many strokes?

                    MIKE
          I don't know.  Eight or Nine.

                    ROB
          I'll give you an eight.
               (writes score)

                    MIKE
          What'd you get?

                    ROB
          An eight.

                    MIKE
          Looks like we're in a dead heat after one
          hole.  This is turning into quite a
          rivalry.

Rob points to the far-off crowd of a dozen IRATE GOLFERS
Waiting to tee off.

                    ROB
          You better replace the pin, Chi-Chi.  The
          natives look restless.

                                                      CUT TO:

30   INT.  SUE'S APARTMENT - HOLLYWOOD BOULEVARD - EVENING            30

First of all, SUE is a guy, and a tough guy at that.  He is
wearing an L.A. Kings home jersey.  His sweater bears the
sacred number "99".  Sue is lounging in front of the TV in
army surplus khaki cutoffs and untied Doc Martin boots.

Sue brushes back a shock of straight, greasy, dirty blonde
hair as not to obscure his view of the screen.  His face
glows with the reflection of the SEGA HOCKEY game on the set.
Sue and TRENT are locked in a heavily contested battle of
motor reflexes.  Nothing moves but their eyes, thumbs, and
mouths...

                    SUE
          Bitch... You little bitch!

                    TRENT
          Chelios to Roenick...!

MIKE looks on.  He is more captivated with the simulated
sporting event than the Clippers game on the TV across the
room.

Electric guitars blaze over the stereo.

The room, like the guys, could use a spring cleaning.  Pizza
boxes, beer bottles, and full, full ashtrays.  You can taste
the smoke.

                    SUE
          You little bitch!

                    MIKE
          Hey Sue.  Gretsky's on his ass again.

                    TRENT
          Because he's a bitch.

                    SUE
          That's so bullshit.  This is so bullshit.

                    MIKE
          You should play another team.  The Kings
          are bitches in this game.

                    SUE
          Hey, man.  I took the Kings to the Cup.

                    TRENT
          ... against the computer.

                    SUE
          They're a finesse team...

                    TRENT
          They're a bitch team... SCORE!
          Roenick!

                    SUE
          Fuck!!!  That is so bullshit!

                    MIKE
          Give it up, Sue.

The PHONE RINGS.  Sue picks it up and balances it on his
shoulder as he plays.

                    SUE
          Hello?
               (re: game)
          Shit!
               (back to phone)
          Yeah.  The elevator doesn't work.
               (he lets the phone drop.  Then
               to Mike)
          It's Pink Dot.  Buzz him in - hit nine.

Mike picks up the phone off the matted shag carpet.  He
pushes "9", listens, then hangs up.

                    TRENT
          I wish the game still had fights so I
          could bitch-slap Wayne.

                    MIKE
          This version doesn't have fighting?

                    TRENT
          No.  Doesn't that suck?

                    MIKE
          What?  That was the best part of the old
          game.

                    SUE
          I don't know.  I guess kids were hitting
          each other or something.

                    TRENT
          You could make their heads bleed, though.

                    SUE
          Yeah... If you hit them hard their heads
          bleed all over the ice and their legs
          convulse.

                    MIKE
          No.

                    TRENT
          Yeah.

                    SUE
          It's kinda money, actually.

                    MIKE
          Make someone bleed.

                    SUE
          No, man, we're in the play-offs.

                    TRENT
          I'll make Gretsky bleed, the little
          bitch.

The DELIVERY MAN knocks on the door.

                    SUE
          Pause it.
               (Trent pauses the game)

                    MIKE
          Give me the money.  I'll get it.

While Sue gives Mike the money, Trent UNPAUSES the game and
checks Gretsky into the boards, leaving him writhing in a
pool of red pixels.

                    SUE
          You bitch!

Sue dives onto Trent.  They wrestle a little too
rambunctiously for indoors.  Trent pulls the hockey sweater
over Sue's head and starts wailing on his back.

Mike crosses.  The CAMERA follows him down a shallow hallway
to the door.  He unlocks it.

A delivery man of eastern-hemispheric decent is out of breath
from four flights of stairs.  He hands Mike a twelve-pack of
Bud cans and three packs of Marlboro reds.

He can HEAR, but NOT SEE, the chaos ensuing in the living
room.

                                                      CUT TO:

31   INT.  SUE'S LIVING ROOM - CONTINUOUS                             31

Trent and Sue are flushed.  They pause long enough to torment
Mike.

                    TRENT
               (feigning homosexuality)
          Is he cute?  Ask him if he wants to stay
          for a cocktail!

                    SUE
               (following suit)
          ... Is he brown?

                                                     BACK TO:

32   INT.  SUE'S DOORWAY - CONTINUOUS                                 32

Mike forces an apologetic smile.  He is embarrassed.  The
delivery man doesn't seem to understand any of this.

Mike, out of guilt, hands him a four dollar tip.  This he
seems to understand.  He smiles and leaves.

Mike crosses back to the main room.

                    MIKE
          You guys are such assholes.

                    TRENT
               (continuing the gag)
          Aww... He got away?

                    SUE
               (untangling himself from
               Trent)
          Gimme my reds.  I've been jonesing for an
          hour.

Mike throws him a pack of smokes, which he unravels with
surgical precision.

Cans of beer are tossed around and cracked.

                    MIKE
          What time's this party tonight?

                    TRENT
          It starts at eight...

                    SUE
          ... which means no one will get there
          'til ten.

                    MIKE
          So, what?  Eleven?

                    TRENT & SUE
          Midnight.

                    MIKE
          I'm gonna bring and old friend who just
          moved out here.

                    TRENT
          Who?  Rob?

                    MIKE
          Yeah.  You met him once.

                    TRENT
               (approvingly)
          Yeah.  He's a "rounder".

                    SUE
          What's he do?

                    MIKE
          He's trying to be an actor.

                    TRENT
          What a surprise...

                    SUE
          ... How novel.

                                                      CUT TO:

33   EXT.  DARK ALLEY - OFF OF HOLLYWOOD BLVD. - SEEDY - NIGHT        33

MIKE and ROB walk down the dirty deserted alleyway.  Mike is
wearing baggy slacks, Doc Martin shoes, and an oversized
Eisenhower-cut jacket with a vertical stripe inset.  The
collar is large and pointy, but definitely not seventies.
His ensemble has more of an early sixties vibe.

Rob hasn't been at it quite as long.  He's wearing worn-in
Levies over worn-in boots and, the nineties standby, an
untucked flannel.

Mike walks with purpose.  He intermittently tries to pull
open locked steel doors along the alley.  Rob looks confused.

                    ROB
          So, if the party starts at eight, why are
          we first going to a bar at ten?

                    MIKE
          To get a drink before we meet the guys
          for a bite at eleven.

                    ROB
          Oh.
               (beat)
          Where is this place?

                    MIKE
               (pulling handle)
          It's one of these.  For some reason, cool
          bars in L.A. have to be very hard to find
          and have no signs out front.

                    ROB
          That doesn't sound too good for business.

                    MIKE
               (pull)
          It's kinda like a speakeasy kind of
          thing.  It's kinda cool.  It's like
          you're in on some kind of secret.  You
          tell a chick you've been some place, it's
          like bragging that you know how to find
          it.  The only way you could know where a
          place is is if someone who knows brought
          you there.  You have to have someone come
          before.  There is a direct line
          connecting you back to the original,
          unequivocally cool, club patrons.  It's
          kinda like Judaism...

                    ROB
          Sounds more like Aids...

                    MIKE
          ... That's probably a more appropriate
          analogy.

At this point they come upon an unmarked BLACK METAL DOOR,
which Mike successfully pulls open to reveal...

34   INT.  "THE ROOM" - HOLLYWOOD BAR - SAME                          34

A smoke-filled, windowless, black-walled room.  There are
several round padded booths lining the walls.  The place is
packed, and the funk standard "Brick House" throbs over the
P.A..

A HANDHELD SHOT as the two guys serpentine to the mirrored
bar at the far end of the room.  Enshrined in its center is
a framed photograph of SINATRA smiling in approval as he
presides over the evening's activities.

Mike proudly points out the photo to Rob.

                    MIKE
          Kinda money, huh?

                    ROB
               (smiling)
          Classy.

Mike catches the attention of a cute female BARTENDER.

                    MIKE
          I'll get a Dewars rocks...
               (looks to Rob)

                    ROB
          Bud.

                    MIKE
          ...A Dewars on the rocks and a Bud,
          please.

She goes.
                    ROB
          I can't get over how cute the girls in
          this city are.

                    MIKE
          I know.  It's like the opposite of
          inbreeding.  The hottest one percent from
          around the world migrate to this gene
          pool.

                    ROB
          Darwinism at its best.

                    MIKE
          I've been around here six months and I
          still can't get over it.

                    ROB
          It's like, every day I see a beautiful
          woman.  I'm not used to that.  I'm used
          to seeing a beautiful woman, I don't
          know, once a week.  I can't handle it.

                    MIKE
          Wait till summer.  I swear, you can't
          leave the house.  It hurts.  It
          physically hurts.

                    ROB
          I can't wait till I actually get to touch
          one of them.

                    MIKE
          Ah, there's the rub...

                    ROB
          There's the rub.

The bartender serves them their drinks.

                    CHARLES
               (o.s.)
          Whassup Mikey?

Mike turns to see CHARLES.  A young black man with a tight
Dolomite fro.  He wears a black leather blazer over a black
turtleneck.  Just look up "cool" in the dictionary.

A handshake turns into a hug.

                    MIKE
          Charles!  What's up, man?

                    CHARLES
          Oh.  You know.

                    MIKE
          Did you, um, did you get that pilot?

                    CHARLES
          No, man.  I know you didn't get it 'cause
          you wouldn't've asked me.  It wasn't that
          funny anyway...

                    MIKE
          ... piece of shit.  Listen, Charles, this
          is my friend Rob from Back East.

Shake.

                    CHARLES
          Hi.

                    ROB
          My pleasure.

                    MIKE
          Charles and me went to network on this
          pilot together.

                    ROB
          I just tested for one...

                    MIKE
          ... yeah, a month ago.

                    CHARLES
          Oh, I'm sorry.  How'd your folks take it?

                    ROB
          I haven't heard an official "no" yet.

                    CHARLES
          You haven't told then, huh?

                    ROB
          No.

                    CHARLES
          I still haven't told my folks I didn't
          get "Deepspace 9".  You'd think they'd'a
          figured it out by now, but Mom keeps
          asking...

                    MIKE
          ... and boy does it hurt when they ask.

                    CHARLES
          I don't even tell them about anything I'm
          close on anymore...

                    MIKE
          ... not until you book it...

                    CHARLES
          ... and even then...

                    MIKE
          ... you might get cut out.

                    ROB
          I'm considering taking a job as a
          "Goofy".

                    CHARLES
          Hey, man.  At least it's Disney.

                    MIKE
          You want to come with us to a party at
          the Chateau Marmont?  They got a bungalow
          and lots of beautiful babies.

                    CHARLES
               (yelling over the roar of the
               wall to wall crowd)
          Why not?  This place is dead anyway.

                                                      CUT TO:

35   INT.  "SWINGERS DINER" - BEVERLY BLVD. - LATER THAT NIGHT        35

MIKE, TRENT, SUE, CHARLES, and ROB sit around the round
scotch-plaid corner booth of the retro-hip coffee shop.  All
of our boys, with the exception of Rob, are classily dressed.
They wear a lot of black, brown, and gray with a splash of
gold and maroon.

The CAMERA REVOLVES around the table in a repeating
"Reservoir Dogs" style over the shoulder 360 DEGREE PAN.

                    TRENT
          ... No, baby.  I got a better one.  You
          gotta admit the steadycam shot in
          "Goodfellas" was the money...

                    ROB
          ... through the basement of that
          restaurant...

                    MIKE
          ... the Copa, in New York...

                    TRENT
          ... through the kitchen...

                    CHARLES
          ... I heard it took four days to light
          for that shot...

                    ROB
          ... Four days..?

                    SUE
          ... I don't know about four days...

                    CHARLES
          ... That's what I heard...

                    MIKE
          ... Maybe.  I mean you gotta hide all the
          lights...

                    TRENT
          ... It looked money.

                    SUE
          ... Not as money as the shot from
          Reservoir Dogs...

                    ROB
          ... Which one?

                    SUE
          ... In the beginning.  When they're
          walking in slow motion...

                    MIKE
          ... How can you compare them?  Tarantino
          totally bites everything from Scorsese...

                    SUE
          ... He's derivative...

                    TRENT
          ... You gotta admit, it looked money...

                    CHARLES
          .... I heard they made that whole movie
          for ten grand...

                    ROB
          ... What's the big deal?  Everyone steals
          from everyone.

                    MIKE
               (checking his watch)
          Well, let's hit that party.

                                                      CUT TO:

36   EXT.  SUNSET BOULEVARD - HEADLIGHTS AND NEON - NIGHT             36

The five swingers walk down the boulevard in a SLO-MO SHOT
which is extremely "derivative" of the "Reservoir Dogs"
credit sequence.

The scene is choreographed to Bennett's big band arrangement
of "O SOLE MIO".

                                                      CUT TO:

37   EXT.  CHATEAU MARMONT BUNGALOW - OUTSIDE THE PARTY - MIDNIGHT    37

Muffled music seeps through the door.  The swingers turn the
knob and enter...

38   INT.  THE PARTY - CHATEAU MARMONT BUNGALOW - SAME                38

The huge sunken living room is packed with people congealed
into circles of conversation and sipping cocktails.

EVERYTHING STOPS when they enter.  The music, the
conversations, all movement, everything.

Everyone in the room STARES at them standing in the doorway.

Beat.

The music starts back up and everyone returns to their
conversations.

The swingers weave their way through the crowd to...

39   INT.  THE BAR AREA - THE BUNGALOW KITCHEN - SAME                 39

The swingers fix themselves drinks from an assortment of
bottles cluttering the table.  The shamelessly paw at the
top shelf brands.

                    MIKE
          Who threw this party, anyway?

                    SUE
          Damned if I know...

                    TRENT
          ... Beats me...

                    CHARLES
          ... I came with you.

With that, the three of them peel off to work the room.

                    ROB
          What's that guy's name?  Sue?

                    MIKE
          Sue.  His dad was big Johnny Cash fan.

                    ROB
          Oh, like that song...

                    MIKE
          ... "A Boy Named Sue".  I think that's
          why he's such a bad cat.

                    ROB
          Him?

                    MIKE
          He's a mean dude.  I've seen him smash a
          guy's face into the curb.  He knocked out
          his teeth... blood... He was just like
          Boom, Boom, Boom... fuckin nasty shit,
          man.  He's a nice guy though.

                                                      CUT TO:

40   INT.  LIVING ROOM - BUNGALOW - SAME                              40

Trent and Sue are scouting some LADIES across the room.  One
wears a FUNKY OVERSIZED HAT.  Intermittent eye contact has
been established.

                    TRENT
          Oh, it's on, baby...

                    SUE
          ... It's on.

                                                     BACK TO:

41   INT.  LIVING ROOM - BUNGALOW - SAME                              41

Mike and Rob have come back into the room.  They scout the
terrain.

                    MIKE
          There are so many beautiful women here.

                    ROB
          It's unbelievable.

                    MIKE
          I got to at least try once.

                    ROB
          You're a better man than I am, Charlie
          Brown.

                    MIKE
          No, I just promised myself I'd give it a
          try.  I gotta get out there sooner or
          later.

                    ROB
          Go for it, man.

Mike spots a pair of beautiful BLONDES in black.  They're
wearing stretch bell-bottoms and tops that expose their mid-
drifts.  The seventies never looked so good.

                    MIKE
               (indicating the ladies)
          I'm going in.  Will you be my wing-man?

                    ROB
          I'll be your winger.

They make the approach.  With a great deal of effort, Mike
catches their attention...

                    MIKE
          Good evening, ladies...

... only to be interrupted by the party STOPPING to check
another entrance.

Beat.

The party RESUMES and the blondes redirect their attention to
Mike.  He is a little put-off but, God love him, he gets back
in there.

                    MIKE
          How are you ladies doing this evening?

                    BLONDE
          What do you drive?

                    MIKE
          I'm sorry?

                    BLONDE
          What kind of car do you drive?

                    MIKE
          Oh... a Cavalier.

The blondes immediately enter back into their conversation as
if they were never approached.

Mike and Rob exchange defeated glances.

One more try.

                    MIKE
          ... It's red?

                                                      CUT TO:

42   INT.  LIVING ROOM - BUNGALOW - CONTINUOUS                        42

Trent and Sue are trying to look like they're not paying
attention to the group of ladies they saw across the room.

                    TRENT
          Is she looking at me, baby?

                    SUE
          No.

                    TRENT
          Now?

                    SUE
          No.

                    TRENT
          Is she looking now?

                    SUE
          No!  She's not looking at you.  She
          hasn't looked at you once.  Will you stop
          asking if...  Wait, she just looked.

                    TRENT
          See, baby?

Mike and Rob walk up to Trent and Sue.

                    MIKE
          How you guys doing?

                    TRENT
          It's on.

                    MIKE
          Which one?

                    TRENT
               (indicated the group of girls
               with a subtle head move)
          Minnie Pearl.

Mike and Rob STARE DIRECTLY at the girls like a deer in the
headlights... a big no-no.

                    MIKE
          The one in the hat?  She's cute.

Trent and Sue react with frustrated disappointment.

                    TRENT
          What are you doing?

                    MIKE
          What?

                    TRENT
          You looked right at her, baby.

                    MIKE
          She didn't notice.

                    SUE
          Yes she did.

                    TRENT
          Damn.  Now I gotta go in early.

                    MIKE
          I'm sorry.

                    TRENT
          Don't sweat it, baby.  This one's a lay-
          up.

Trent crosses away.

                    SUE
          How's it going for you two?

                    MIKE
          Not well.

                    SUE
          Rejected?

                    ROB
          Shaqed.

Mike's P.O.V. of Trent passing near and the GIRL IN THE HAT.
He says something, smiles, and points to her hat.  She
laughs.

                    SUE
          Well, just watch the T-bone and learn.

                                                      CUT TO:

43   INT.  LIVING ROOM - TRENT'S CONVERSATION - CONTINUOUS            43

Trent is having a sensitive one-on-one with the girl in the
hat.

                    GIRL IN HAT
          ... I've always wanted to be an actress,
          at least as long as I could remember.  I
          went to...

Under Trent's affirmative response we hear the first haunting
TUBA PULSE of the JAWS THEME:

                    TRENT
               (nodding in agreement)
          Uhhhh...  Huuuhhh.

                                                      CUT TO:

CLOSE UP of MIKE'S FACE as he looks on in HORRIFIED AWE from
afar.

                                                     BACK TO:

44   INT.  LIVING ROOM - TRENT'S CONVERSATION - CONTINUOUS            44

                    GIRL WITH CIGAR
          ... Then one day after class my drama
          teacher, the one who directed the play,
          said he thought I should...

The second TUBA PULSE accompanies Trent's sound of agreement:

                    TRENT
          Uhhh...  Huuhh.

                                                     BACK TO:

EXTREME CLOSE UP of MIKE'S HORRIFIED EYES.

                                                     BACK TO:

45   INT.  LIVING ROOM - TRENT'S CONVERSATION - CONTINUOUS            45

                    GIRL WITH CIGAR
          ... I met with an agent last week and I'm
          waiting to hear...

The third, and progressively faster, TUBA PULSE sounds under
Trent's response as the JAWS THEME begins to speed up and
fill out:

                    TRENT
          Uh-Huh, Uh-Huh, Uh-Huh, Uh-Huh...

                                                      CUT TO:

Mike, Rob, and Sue look on.

                    SUE
          Here comes the kill...

                                                MATCH CUT TO:

The group's P.O.V. of the conversation.

The JAWS THEME reaches its violent crescendo as the girl
looks into her purse.

Trent winks to the boys.  Smooth.

She comes up with a pen and writes our her phone number.

Trent crosses back as the music dies away.

Using his body as a shield so the girl can't see, but so his
boys can, he rips up and drops the number as he approaches
them.

                    TRENT
          Was I money?

                    MIKE
          I don't know.  It was kind of a dick move
          if you ask me.

                    TRENT
          Why, baby?  What'd I do wrong?

                    MIKE
          You asked her for her number, and then
          you tore it up.

                    TRENT
          She didn't see.

                    MIKE
          That doesn't matter.

                    SUE
          That was pretty cold, dude.

                    TRENT
          What was cold about it?

The door opens.  The party PAUSES to look, then RESUMES.

                    TRENT
          She offered me her number.  What should
          I have said?  "No"?  That would've hurt
          her feelings.  This way she feels like
          the winner.

Trent smiles and waves to her across the room.  She coyly
waves back and makes a "phone sign" with her hand.  Trent
nods and smiles.

                    TRENT
          Tee can't roll with that, she's "business
          class".

                    ROB
          "Business class"?

                    SUE
               (explaining to Rob)
          Big butt... you know, can't fly coach.

                    MIKE
          I can't believe you.

Charles approaches the crew.

                    CHARLES
          They're out of Glenlivet.

                    MIKE
          What else is going on?

                    TRENT
          We could hit the Dresden.

Overhead LONG SHOT of the swingers entrenched in the CROWDED
PARTY.

                    SUE
          Yeah.  This place is dead, anyway.

                                                      CUT TO:

46   EXT.  SUNSET BOULEVARD - OUTSIDE THE CHATEAU MARMONT - NIGHT     46

The swingers have left the party and are heading to their
cars.  They are all parked in a row, one behind the other.
They each climb behind the wheel of their own car.  They pull
out in UNISON.

They travel like a train with their bumpers ALMOST TOUCHING.

                                                      CUT TO:

47   EXT.  HOLLYWOOD STREETS - NIGHT                                  47

SHOTS of the CAR-TRAIN driving and making turns.

"O SOLE MIO" reprise.

                                                 DISSOLVE TO:

48   EXT.  THE DRESDEN - VERMONT AVE. - HOLLYWOOD - NIGHT             48

The car-train BREAKS UP to nose-in park behind the bar.  They
all "club" their steering wheels.

                                                      CUT TO:

49   INT.  "THE DRESDEN ROOM" - SAME                                  49

The SWINGERS lounge in a booth against the cork-paneled wall,
sipping cocktails.  They watch MARTY and ELAYNE, the resident
lounge act, perform a jazz fusion cover of "Staying Alive" on
synth and upright bass.  The seventies are alive and well
here, but they're starting to yellow around the edges...

The room is busy, but not packed.

The swingers have all had a few.

                    CHARLES
          I know what you're saying, man.  I don't
          know what to tell you...

                    ROB
          ...  I mean, does it have to be "Goofy"?
          I was playing Hamlet off-Broadway two
          months ago, for crying out loud...

Trent and Sue are involved in a different conversation.  They
are observing two HOT GIRLS at another cocktail table.

The girls are wearing short plaid skirts with black stockings
pulled up to midthigh.  It's the "catholic-school-girl-gone-
bad" look.

The girls are a little too touchy-feely with each other,
suggesting a certain sexual open-mindedness.

                    TRENT
          It's on.

                    SUE
          You think?

                    TRENT
          Baby, I know it is.  It's a black diamond
          trail...

                    SUE
          ... double diamond...

                    TRENT
          ... but it's worth the risk.  True or
          false:  It's worth the risk.

                    SUE
          True.

As they get up to leave...

                    MIKE
          God bless you guys.

They cross to the ladies.

Mike's P.O.V.

The girls seem at first cold, the receptive.  Trent and Sue
join their table and share some laughs.

Mike half-heartedly looks on.  He is obviously not happy with
where he stands on the bell-curve of masculinity.

Mike, looking for any kind of escape, crosses to the bar.

                                                      CUT TO:

50   INT.  BAR - DRESDEN ROOM - SAME                                  50

Mike unsuccessfully tries to catch the attention of the
middle aged BARTENDER.

                    MIKE
               (to himself)
          I can't even get this guy to notice me...

A cute BLONDE sitting at the bar chuckles at his comment.

Mike is at first self-conscious, then pushes ahead.

                    MIKE
          You like laughing at the misery of
          others?

                    BLONDE
          I'm sorry, I couldn't help it.  Let me
          make it up to you.

She raises her finger and the bartender immediately
approaches.

                    BARTENDER
          What can I get you?

                    MIKE
          I'll have a Dewars on the rocks.

He goes to fix it.

                    MIKE
          Thanks.

                    BLONDE
          I've seen you somewhere...Where have I
          seen you?

                    MIKE
          You ever go to the Kelbo's?  On Pico?

                    BLONDE
          ... maybe...

                    MIKE
          ... Monday nights?  I host an open
          mike...

                    BLONDE
          You're a comedian?

                    MIKE
          Yeah.

                    BLONDE
          What's that like?

                    MIKE
               (trying to bluff, not an ounce
               of sarcasm)
          Well, you know, it's tough.  A lot of
          traveling.  A lot of hotels... but, you
          know, it's a dream... and the money's
          really good.  I think I might buy another
          really expensive imported car after my
          next gig in Vegas...

                    BLONDE
               (politely interrupting)
          I know!  Starbucks!  I served you an
          espresso at Starbucks.

                    MIKE
          Are you sure?  Maybe...

                    BLONDE
          Yes!  Remember?  You asked me for an
          application?  I introduced you to the
          manager?

                    MIKE
               (trying to pull out of the
               dive)
          Oh, yeah...  Boy, that must've been a
          while ago.
                    BLONDE
          I'd say about two weeks.

                    MIKE
          Probably a little longer than that, but,
          whatever.

                    BLONDE
               (smiling at him)
          You better pay the man.

Mike notices the bartender, who has been waiting patiently
with the drink.

                    MIKE
               (fumbling with the money)
          Oh...  Sorry.

She chuckles.  He pays and throws down a two-dollar tip
apologetically.

                    MIKE
               (tactical retreat)
          Well, thank you...?

                    BLONDE
          Nikki.

                    MIKE
          Thank you, Nikki.

He walks away kicking himself.  He is interrupted by Trent
and Sue, who both hold up cocktail napkins with scribbles.

                    TRENT
          We got the digits, baby.

                    MIKE
          What a surprise.

                    TRENT
          What's wrong?  I saw you talking to that
          beautiful blonde baby.

                    SUE
          She was cute.

                    MIKE
          She didn't like me... I made a fool of
          myself...

                    TRENT
          Baby, don't talk that way, baby...

                    SUE
          You are so money, and you don't even know
          it...

                    TRENT
          That's what I keep trying to tell him.
               (to Mike)
          You're so money, you don't even know...

                    MIKE
          Please, don't mess with me right now...

                    TRENT
          We're not messing with you...

                    SUE
          ... we're not...

                    TRENT
          You're like this big beer with claws and
          fangs...

                    SUE
          ... and big fuckin' teeth...

                    TRENT
          ... and teeth... And she's like this
          little bunny cowering in the corner...

                    SUE
          ...shivering...

                    TRENT
          ... And you're just looking at your claws
          like "How do I kill this bunny?"...

                    SUE
          ...You're just poking at it...

                    TRENT
          ... Yeah.  You're just gently batting it
          around... and the rabbit's all scared...

                    SUE
          ... and you got big claws and fangs...

                    TRENT
          ... and fangs... and you're like "I don't
          know what to do.  How do I kill this
          bunny?"...

                    SUE
          ... you're like a big bear.

Beat.  Mike smiles.

                    MIKE
          You're not just, like, fucking with me?

                    TRENT
          No, baby!

                    SUE
          ... honestly...

                    TRENT
          ... you're money...

                    SUE
          ... you're so fuckin mmmoney.

                    TRENT
          Now go over there and get those digits.

                    SUE
          You're money.

                    TRENT
               (pulling him aside, dead
               serious)
          Now when you talk to her, I don't want
          you to be the guy in the PG-13 movie that
          everyone's pulling for.  I want you to be
          the guy in the rated R movie who you're
          not sure if you like.

Mike nods and, energized by the bombardment, crosses back to
the bar and right into the fray.

Trent and Sue rejoin the other swingers.

Swinger's P.O.V. of Mike decisively engaging her in
conversation.

She laughs.

Out comes the pen and the cocktail napkin.  Bingo.

Mike crosses back to the swingers' table and, using his body
to shield Nikki's view, pretends to rip the napkin.  This
breaks the guys up.

Mike sits down and, after admiring the blotchy numerals,
delicately folds the napkin and pockets it.

                    TRENT
          See, baby.  It's not that hard.

                    CHARLES
          818?

                    MIKE
          310.

Everyone reacts favorably to this area code.

                    MIKE
          How long do I wait to call?

                    TRENT
          A day.

                    MIKE
          Tomorrow?

                    TRENT
          No...

                    SUE
          ... Tomorrow, then a day.

                    TRENT
          ... Yeah.

                    MIKE
          So, two days?

                    TRENT
          Yeah.  I guess you could call it that.

                    SUE
          Definitely.  Two days.  That's the
          industry standard...

                    TRENT
               (to Sue. shop talk)
          ... I used to wait two days.  Now
          everyone waits two days.  Three days is
          kinda money now, don't you think?

                    SUE
          ... Yeah.  But two's enough not to look
          anxious...

                    TRENT
          Yeah, but three days is kinda the
          money...

                    MIKE
               (interrupting sarcastically)
          Why don't I just wait three weeks and
          tell her I was cleaning out my wallet and
          found her number...

                    CHARLES
          ... then ask where you met her...

                    MIKE
          Yeah, I'll tell her I don't remember and
          then I'll ask what she looks like.
               (pause)
          Then I'll ask if we fucked.  How's that,
          Tee?  Is that "the money"?

The guys laugh.

                    TRENT
          Laugh all you want, but if you call to
          soon you can scare off a nice baby who's
          ready to party.

                    SUE
          Don't listen to him.  You call whenever
          it feels right to you.

                    MIKE
          How long are you guys gonna wait to call
          your honeys?

                    TRENT & SUE
          Six days.

                                                      CUT TO:

51   EXT.  THE DRESDEN - PARKING LOT - OUT BACK - NIGHT               51

The swingers are leaving through the back door.  The doorway
is congested with another group of guys who are entering.

A BALD GUY with a goatee brushes by Sue.

                    SUE
          Watch where you're going, asshole.

                    BALD GUY
          What'd you say, bitch?

                    SUE
          I said watch where you're going, bitch!

That's it.  Now they're squaring off in the empty parking
lot.

All the bald guy's boys fall in behind him.  All the swingers
fall in behind Sue.  The swingers are not happy with Sue at
all.

The two cliques contrast each other in every way.

The bald guys all have facial hair and multiple pierced
extremities with the odd neck-tattoo thrown in for good
measure.

Baggy denim and boots.  Pot leaves and Pumas.  Long, heavy
key chains.  Vintage 1994 whiteboy faux-gansta.  They do,
however, look big and mean next to our boys.

The early sixties style sweater jackets and blazers over
button down shirts and tapered slacks don't quite have the
same fear factor, but the boys do look classy.

The word "bitch" is growled out by the two of them a half
dozen more times until...

Sue pulls a PISTOL out of his belt.

Everyone is SCARED.  Especially the swingers.

                    SUE
          Now what, bitch?  Now who's the bitch,
          bitch?

The bald guys HOLD UP THEIR HANDS and slowly back up to their
ride.

                    BALD GUY
          Hey, man.  I'm the bitch.  I'm your
          bitch, okay?  We're just gonna leave.
          Okay?  I'm the bitch.  I'm such a bitch,
          I can't even begin to tell you...

They jump in the car and SPEED AWAY.

Sue belts the gun and stands tall like Clint.

                    TRENT
          What the fuck..?

                    MIKE
          What an asshole.  Didn't you see "Boys in
          the Hood"?  Now one of us is gonna get
          shot.

                    SUE
          He's a bitch.  He ain't gonna do nothing.

                    MIKE
          You asshole.

                    TRENT
          You dick.

                    SUE
          What'd you want me to do?  Back down?  He
          called me a bitch.  We kept our rep.

                    CHARLES
          Fuck rep, I've got a callback tomorrow.

Charles leaves.

                    ROB
          Yeah, I gotta be up early tomorrow.

Rob leaves, shaken up.

                    MIKE
          You asshole.  Why are you carrying a gun?
          What?  In case someone steps to you,
          Snoop Dogg?

                    SUE
          Hey, man, you're not from here.  You
          don't know how it is.  I grew up in
          L.A....

                    TRENT
          ... Anaheim...

                    SUE
          ... Whatever.  Things are different here.
          It's not like New York, Mikey.

                    MIKE
          Yeah.  Here it's easier to avoid trouble.
          It's not like you like in Compton where
          bullets are whizzing by your head every
          day.  Nobody's mugging you on no subway.
          In New York the trouble finds you.  Out
          here you gotta go look for it...

                    SUE
          ... People get carjacked...

                    TRENT
          ... Oh, who would jack your fuckin K-car?
          He's right, Sue.  You don't need no gat.

                    SUE
          Listen.  Just because I was the only one
          with the balls to stand up to them...

                    TRENT
          ... Oh yeah, like "Cypress Hill" was
          gonna do anything...

                    MIKE
          You live in such a fantasy world...

                    SUE
          What about you, Mikey?  At least I got
          balls.  You're always whining about some
          bitch who dumped you a year ago...

                    MIKE
          ... It was six months, and she didn't
          dump...

                    SUE
          ... Whatever.  You're like a whining
          little woman.  Big deal.  You got a
          fuckin' number.  Whoopee!  You'll fuck it
          up...

                    TRENT
          ... Sue...

                    SUE
          Have you gotten laid once since you moved
          here?  Did you fuck once?

                    TRENT
          ... Shut up, Sue...

                    SUE
          I know for a fact you haven't, because
          you never shut up about it.  Your like a
          little whiney bitch...

                    TRENT
          Sue!

                    MIKE
          No, Trent.  He's right.

Mike walks to his car.

                    TRENT
          Mikey!

It's too late.  He's leaving.

Sue starts to open his mouth.

                    TRENT
          Don't even talk to me.
               (pause)
          You asshole.

                                                      CUT TO:

52   INT.  MIKE'S APARTMENT - LATER THAT NIGHT                        52

Mike opens the door and flicks on the lights in his sparsely
furnished single.

He drops his keys on the table and makes a bee line to the
answering machine.

He pushes the button.

                    ANSWERING MACHINE
               (synthesized voice)
          She didn't call.

Mike collapses into his futon and lights a smoke.

Beat.

He pulls out the COCKTAIL NAPKIN.  He stares at the number.

He looks at the clock.  2:20 AM.

He looks at the napkin.

He thinks better of it, and puts the napkin away.

Beat.

He takes out the napkin and picks up the phone.

                    ANSWERING MACHINE
               (synthesized voice)
          Don't do it, Mike.

                    MIKE
          Shut up.

He dials.

It rings twice, then...

                    NIKKI
               (recorded)
          Hi.  This is Nikki.  Leave a message.
               (beep)

                    MIKE
          Hi, Nikki.  This is Mike.  I met you
          tonight at the Dresden.  I, uh, just
          called to say I, uh, I'm really glad we
          met and you should give me a call.  So
          call me tomorrow, or , like, in two days,
          whatever.  My number is 213-555-4679...
               (beep)

Mike hangs up.

Beat.

He dials again.

                    NIKKI
               (recorded)
          Hi.  This is Nikki.  Leave a message.
               (beep)

                    MIKE
          Hi, Nikki.  This is Mike, again.  I just
          called because it sounded like your
          machine might've cut me off before I gave
          you my number, and also to say sorry for
          calling so late, but you were still there
          when I left the Dresden, so I knew I'd
          get your machine.  Anyway, my number
          is...
               (beep)

Mike calls back right away.

                    NIKKI
               (recorded)
          Hi.  This is Nikki.  Leave a message.
               (beep)

                    MIKE
          213-555-4679.  That's all.  I just wanted
          to leave my number.  I don't want you to
          think I'm weird, or desperate or
          something...
               (he regrets saying it
               immediately)
          ... I mean, you know, we should just
          hang out.  That's it.  No expectations.
          Just, you know,  hang out.  Bye.
               (beep)

He hangs up.

Beat.

He dials.

                    NIKKI
               (recorded)
          Hi.  This is Nikki. Leaves a message.
               (beep)

                    MIKE
          I just got out of a six-year
          relationship.  Okay?  That should help to
          explain why I'm acting so weird.  It's
          not you.  It's me.  I just wanted to say
          that.  Sorry.
               (pause)
          This is Mike.
               (beep)

He dials again.  There's no turning back.

                    NIKKI
               (recorded)
          Hi.  This is Nikki.  Leave a message.
               (beep)

                    MIKE
          Hi, Nikki.  This is Mike again. Could you
          just call me when you get in?  I'll be up
          for awhile, and I'd just rather talk to
          you in person instead of trying to
          squeeze it all...
               (beep)

He dials yet again.

                    NIKKI
               (recorded)
          Hi.  This is Nikki.  Leave a message.
               (beep)

                    MIKE
          Hi, Nikki.  Mike.  I don't think this is
          working out.  I think you're great, but
          maybe we should just take some time off
          from each other.  It's not you, really.
          It's me.  It's only been six months...

                    NIKKI
               (Live, in person.  she picks
               up the line)
          Mike?

                    MIKE
          Nikki!  Great!  Did you just walk in, or
          were you listening all along?

                    NIKKI
               (calmly)
          Don't call me ever again.

                    MIKE
          Wow, I guess you were home...
               (click)

She hung up on him.

He's frozen.

He hangs up.

Beat.

He pulls the comforter off the futon and curls up in the
corner of the room.

                                            LONG DISSOLVE TO:

MONTAGE FLASHBACK:

The following sequence is m.o.s. over Billie Holiday's "Maybe
You'll Be There."

53   INT.  COLLEGE CLASSROOM - QUEENS COLLEGE - DAY                   53

YOUNGER MIKE catches his first glimpse of MICHELLE.  She
doesn't see him looking at her.  She is paying attention to
the lesson.

                                                 DISSOLVE TO:

54   INT.  STUDY HALL - QUEENS COLLEGE - DAY                          54

Mike approaches Michelle for the FIRST TIME.  She looks
beautiful when she looks up at him for the first time.

                                                 DISSOLVE TO:

55   EXT.  FLUSHING MEADOW PARK - SPRING AFTERNOON                    55

They're having a PICNIC with white wine, Cheese, prosciutto,
and French bread.  Mike plays a ukulele.

                                                 DISSOLVE TO:

56   EXT.  SHEA STADIUM - QUEENS - ESTABLISHING SHOT - DAY            56

                                                      CUT TO:

57   INT.  SHEA STADIUM STANDS - SAME                                 57

Mike and Michelle sit with a lap full of food.  They are
laughing about something.  Mike leans in for his first deep,
passionate KISS.  The crowd jumps up to cheer a Daryl
Strawberry home run which the lovers don't notice.  They stay
seated, kissing, and are lost to the CAMERA in the crowd.

                                                 DISSOLVE TO:

58   INT.  MIKE'S BEDROOM - NEW YORK APARTMENT - NIGHT                58

Their first sexual experience.  Mike is obviously nervous as
he lies undressed under the covers.  He sporadically adjusts
his hair and strikes poses as he waits for Michelle to come
out of the bathroom.  This is INTERCUT with shots of the
closed bathroom door.

                                                 DISSOLVE TO:

59   EXT.  NEW YORK CITY STREET - IN FRONT OF "RADIO CITY" - NIGHT    59

Mike and Michelle are Christmas shopping in the snow.  It's
like a story book.

A newspaper, barely noticeable on stand in b.g., reads "VITO
CORLEONE FEARED MURDERED"

                                                 DISSOLVE TO:

60   INT.  MIKE'S APARTMENT - NEW YORK - NIGHT                        60

Mike and Michelle lethargically lay across the couch.  They
half-heartedly watch a rented video as they shovel Chinese
take-out into their bloating faces.

                                                 DISSOLVE TO:

61   INT.  LA GUARDIA AIRPORT - DAY                                   61

Mike and Michelle say good bye.  They hug and cry.  He boards
a plane for L.A..

                                                     FADE TO:

62   INT.  MIKE'S APARTMENT - DAY                                     62

SHOT of answering machine.

                    ANSWERING MACHINE
               (Trent's voice)
          ... Pick up....  Pick up, Mikey... Are
          you home?

He is.

He is sitting in the same corner, smoking, with a two day
beard.  He is surrounded by full ashtrays and empty Tropicana
containers.  Billie Holiday's "Maybe you'll Be There" draws
to a close on the C.D. player.

                    ANSWERING MACHINE
               (Trent's voice)
          ...  I guess you're not home.  Why don't
          you come out tonight, baby.  We haven't
          seen you for two days.  We're gonna play
          hockey at Sue's house til ten thirty then
          we're either going to the Lava Lounge for
          Sinatra night, or the Derby for the Royal
          Crown.  We might also check out Swing
          Night at the Viper.  If we're not there
          we'll be at the Three of Clubs.  So come
          meet up with us.  We'll see you there,
          gorgeous.
               (beep)

                                                 DISSOLVE TO:

63   INT.  MIKE'S APARTMENT - NIGHT                                   63

He hasn't moved.

The PHONE RINGS.

He looks to the answering machine hopefully as it picks up
after one ring.

                    ANSWERING MACHINE
               (Rob's voice)
          Mikey...?  It's Rob.  Pick up, buddy.

His shoulders slack with DISAPPOINTMENT.  It's not Her.

                    ANSWERING MACHINE
               (Rob's voice)
          ...  I'm downstairs.  Buzz me in.  I know
          you're home.  Your lights are on and your
          car's here.  Come on, buddy.  Open up...

Mike picks up the phone, pushes "9", and hangs up.

He lights a cigarette.

A knock at the door.

Mike opens it, and Rob walks in with a brown bag.

He surveys the scene.  He's seen this before.  He moves some
laundry off an armchair and sits down.

He pulls a pepperoni and a loaf of seminola out of the bag.

He hands Mike a pint of orange juice.

                    MIKE
          Thanks, man.

                    ROB
          No problem, buddy.  You eat anything
          today?

Mike shakes his head, "no".

                    ROB
          Yesterday?

Mike shakes his head again.

                    ROB
          You haven't been drinking, have you?

                    MIKE
          No.  Just O.J.

Rob cuts into the pepperoni with his Swiss army knife.  Mike
drinks his juice.

                    MIKE
          Sorry about what happened at the Dresden.
          I had no idea...

                    ROB
          Don't sweat it.  Now I got an L.A. gun
          story.  You should hear the way I tell to
          the guys back home.  He had an Uzi.

Mike half-smiles.

Beat.

                    ROB
          You want to talk about it?

                    MIKE
          What's the point?

                    ROB
          It's been two days.  You should call that
          girl Nikki...

Mike grabs his head in pain.

                    MIKE
          Uuuuugh!

                    ROB
          Oh boy.

                    MIKE
          I'm such an asshole.

                    ROB
          She wasn't your type anyway.

Beat.

                    MIKE
          I think I'm gonna move Back East.

                    ROB
          Well, that's dumb.

                    MIKE
          What's dumb about it?

                    ROB
          Well, you're doing so well...

                    MIKE
          How am I doing well?  I host an open mike
          and I played a fuckin' bus driver in a
          movie.  Big fuckin' deal.  I'm with an
          agency that specializes in fuckin
          magicians.  How good am I doing?

                    ROB
          At least you didn't get turned down for
          Goofy...

                    MIKE
          They turned you down?

                    ROB
          They went for someone with more theme
          park experience.  I woulda killed for
          that job.

Mike lets it sink in.

                    ROB
          See, it's all how you look at it.  If
          your life sucks, then mine is God awful.
          I mean, I moved out here partially
          because I saw how well you were doing.
          You got in the union, you got an agent.
          I thought if you could make it, maybe I
          could too...

                    MIKE
          I didn't make it...

                    ROB
          That's your problem, man.  You can't see
          what you've got, only what you've lost.
          Those guys are right.  You are "money".

Mike smiles, then...

                    MIKE
               (starting to cry)
          Then why won't she call...?

                    ROB
          Because you left, man.  She's got her own
          world to deal with in New York.  She was
          a sweet girl but fuck her.  You gotta
          move on.  You gotta let go of the past.
          The future is so beautiful.  Every day is
          so sunny out here.  It's like Manifest
          Destiny man.  I mean, we made it.  What's
          past is prologue.  That which does not
          kill us makes us stronger.  All that
          shit.  You'll get over it.

                    MIKE
          How did you get over it?  I mean how long
          'til it stopped hurting?

                    ROB
          Sometimes is still hurts.  You know how
          it is, man.  I mean, each day you think
          about it less and less.  And then one day
          you wake up and you don't think of it at
          all, and you almost miss that feeling.
          It's kinda weird.  You miss the pain
          because it was part of your life for so
          long.  And the, boom, something reminds
          you of her, and you just smile that
          bittersweet smile.

We see that Mike has been GNAWING AWAY at Rob's pepperoni and
semolina as he listens intently.

                    MIKE
          You miss the pain?

                    ROB
          ... for the same reason you miss her.
          You lived with it so long.

                    MIKE
          Wow.
               (finishing the loaf)
          You wanna grab a bite?

                    ROB
               (smiling)
          Sure.

He helps Mike up.

                    ROB
          By the way, the guys back home said she
          put on some weight.

                    MIKE
               (smiling)
          You always know the right thing to say.

                                                      CUT TO:

64   INT.  SUE'S APARTMENT - OUTSIDE THE DOOR - NIGHT                 64

Trent opens the door.  He sees Mike standing there dressed
for trouble.  His face lights up.

                    TRENT
          Mikey!  Guys, Mikey's here!

                    GUYS (O.S.)
               (from the living room)
          Mikey!

Mike HEARS the sound of a hotly contested SEGA MATCH.

                    SUE (O.S.)
          Bitch!  You little bitch!

The CAMERA follows Mike and Trent into the...

65   INT.  LIVING ROOM - SUE'S APARTMENT - NIGHT                      65

Mike's JAW DROPS when he sees that Sue has been playing
hockey against the BALD GUY from the Dresden.

                    BALD GUY
          Bitch!  You bitch!

The room is filled with the BALD GUY'S CREW.  They greet Mike
as they take hits off their forty ouncers.

                    SUE
          Trent.  Take over.

They do a high-speed "controller handoff."

Sue crosses to Mike.

                    SUE
          I'm so sorry, man.  You were so right.
          I got rid of the gun

                    MIKE
          What are they doing here?

                    SUE
          We ran into them that night at Roscoe's.
          Tee cleared it up, I apologized, bought
          them some chicken and waffles.  They
          fuckin love Tee.  That boy can talk.

All the baldies howl and slap hands at something funny Tee
said.
                    SUE
          But most important, man, I'm sorry about
          what I said.  I was drunk...  My
          adrenaline was going...

                    MIKE
          Don't sweat it, man.  I needed a kick in
          the ass.  We're better friends for it.

                    SUE
          Thanks, man.
               (they hug)
          I've been hating myself for the last two
          days.

                    MIKE
          Believe me, I know what that's like.
               (then to Trent)
          Yo, Double Down!  What time are we
          leaving?

                    TRENT
          Five minutes, baby.  Hey, it's been two
          days.  You should call Nikki and see if
          she wants to meet you there.

                                                      CUT TO:

66   EXT.  "THE DERBY" - HOLLYWOOD NIGHTCLUB - NIGHT                  66

The THREE SWINGERS are waved pass the line by the doorman in
a Scorsese-style STEADICAM SHOT which continues up the stairs
and through a curtained doorway into...

67   INT.  "THE DERBY" - HOLLYWOOD NIGHTCLUB - NIGHT                  67

They enter the domed decco lounge and the full house parts
for them and greets them in perfect Scorsese choreography.

They pass the billiard table and the circular brass rail bar.

The six piece swing band decked out in zoot suits wail on
stage as the crowded dance floor whirls.

The swingers eventually settle into a dark curtained-off
onstage booth.

Sue thrusts a scotch into Mike's hand.

68   INT.  "THE DERBY" - MOTAGE - NIGHT                               68

Montage of smoking, drinking, and carousing.

The parquet floor is packed with swinging hepsters dressed in
Hollywood's take on forties threads.  The dancing is full-
blown overcrowded slam swing.  The floor is full, and
everyone is damn good.  This definitely aint amateur night.

69   INT.  BAR AREA - THE DERBY - NIGHT                               69

Mike steps up to the bar to refill his drink.  He sees a
BRUNETTE sitting at the bar.

She's cute.

Real cute.

She glows.

There's something fresh about her.  She's dressed nice, but
different.  She definitely is not a regular.

She throws Mike a half-smile, then looks away.

He looks away.

Should he?

He shakes his head to himself.  No.

Beat.

He looks over at her again.

Mike's P.O.V. of a WHITE BUNNY sitting on the bar stool.

He smiles, shrugs, and CROSSES TO HER.

When he gets to her she has reverted back to human form.

                    MIKE
          Hi.

                    BRUNETTE
          Hi.

                    MIKE
          I'm Mike.

                    BRUNETTE
          Hi, Mike.  I'm Lorraine.

                    MIKE
          Like the quiche?

                    BRUNETTE
               (smiles)
          Yes.  Like the quiche.

                    MIKE
          I like quiche.

                    BRUNETTE
          I thought real men don't like quiche.

                    MIKE
          My reputation seems to have preceded me.

                    BRUNETTE
          Why?  You're not a real man?

                    MIKE
          Not lately.

                                                MATCH CUT TO:

Trent points the conversation out to Sue from across the
room.

Trent and Sue's P.O.V. of Mike and Lorraine having an
unforced, enjoyable conversation.

                    TRENT
          It's on...

                    SUE
          ... it's on.

                                                MATCH CUT TO:

BACK IN THE TRENCHES:

                    BRUNETTE
          ... so I thought, what the hell, they
          make movies in L.A., not in Michigan, so
          I moved here.

                    MIKE
          Just like that?

                    BRUNETTE
          Well, it wasn't the simple, but yeah.

                    MIKE
          How was it hard?

                    BRUNETTE
          Well, I left someone very special behind.

                    MIKE
          Tell me about it...

                    BRUNETTE
          You too?

                    MIKE
          Yeah.

                    BRUNETTE
               (lights up)
          I thought I was going to die.

                    MIKE
          It's been six months and I'm just
          starting to get over it.

                    BRUNETTE
          Oh, God.  That's two more than me.  Tell
          me it gets better.

                    MIKE
               (smiles)
          It does.

                    BRUNETTE
          How?

                    MIKE
          Well, it still sucks, but you start to
          see that there are advantages to being
          single.

                    BRUNETTE
               (coyly)
          Like what?

                    MIKE
          What what?  What advantages?

                    LORRAINE
          You said there are advantages to being
          single.  I want to know what the
          advantages are.

                    MIKE
               (playing along)
          Well... You can talk to a beautiful woman
          at a bar without worrying if anyone's
          watching you.

                                                      CUT TO:

Trent and Sue are watching from across the room.

                    TRENT
          It's on.

                    SUE
          ...  it's definitely on.

                                                     BACK TO:
                    BRUNETTE
          What else?

                    MIKE
          What else...?  Let's see...  You have
          complete freedom.

                    BRUNETTE
          To do what?

                    MIKE
          I don't know.... To grow, to go out.
          Whatever you want.

                    BRUNETTE
          Anything?

                    MIKE
          Anything.

                    BRUNETTE
          Like if I meet a handsome young man and
          I wanted to ask him to dance?  I can do
          that?

                    MIKE
          Uh, if the guy wants to.

                    BRUNETTE
          You don't think the guy would find me
          attractive enough to dance with?

                    MIKE
          Yes.  I mean, no.  I mean, maybe he would
          find her, I mean you attractive.  Maybe
          he doesn't like to dance.  Maybe all he
          likes to do is just stand around and
          drink and smoke and look cool with his
          buddies who don't dance either...

                    BRUNETTE
          Maybe it doesn't matter if he's a good
          dancer cause it's a slow song, if that's
          what he's afraid of.

                    MIKE
               (smirk)
          No... Maybe that's not the case.  Maybe
          she shouldn't be such a smug little shit
          because she'd be surprised at what a good
          dancer he really is, but it's been a long
          time and he doesn't know if he's ready
          to...

                    BRUNETTE
          Mike...

She gets up.  She's beautiful.  She is beautiful.

                    BRUNETTE
          ... Will you dance with me?

She's in great shape,  and look how classy her vintage dress
looks.  A vision from the forties.  She's too good for this
place.  She belongs on the nose of a B-52.  What can he say,
but...

                    MIKE
          Sure I will.

He awkwardly leads her to the unusually empty dance floor.
They START TO DANCE.  It's a slow song and they boringly rock
back and forth.  Mike is self-conscious, but her touch.  Oh
her touch.

                                                      CUT TO:
Trent and Sue watching in disbelief.

                    SUE
          It is on.

                    TRENT
          ... it is so on.

                                                     BACK TO:

The couple's dance is cut short as there were only a few bars
left of the slow ballad.  Mike smiles politely in relief and
begins to lead Lorraine off the floor.

She pulls him back.  He's not getting off that easy.  She
wants a whole song.  He politely holds her, poised for
another slow number.  They're alone on the floor.

Much to Mike's dismay, the song begins with a DRIVING TOM TOM
SOLO.  This cues every hep cat in the Derby that the big
one's coming.  They all flood the floor for the last dance of
the night.

Mike pleadingly shakes his head at Lorraine.  It's too fast.
Her eyes narrow as her grip tightens.  No sympathy here.

The band breaks into the full-tilt swing number and the dance
floor writhes around them.

They stand motionless for what seems like an eternity.

Gut check.  Fuck it.  Sink or swim.

Mike grabs her like a man grabs a woman.  It's just a simple
six-count swing step, but they're in perfect harmony.

Mike and Lorraine look into each others eyes.  It's on, baby.

As Mike's courage grows, the moves start to flow.  A spin at
first.  Then a double twirl.  It's not long before he's
throwing her through combinations that stand out even among
the pros.

                                                      CUT TO:

Trent and Sue, mouths agape.

                                                     BACK TO:

Mike is whipping her smoothly through violent-looking
combinations without a trace of hesitation, and, boy, can she
follow.

The set ends with a flourishing crescendo.  They're frozen in
a final dip, panting through a glaze of clean sweat.

Mike and Lorraine smile and look into each other's eyes.  The
smile slowly disappears.  Will they kiss?

They're close.

Really close.

Lips almost touching.

Mike tries to muster-up the courage, but it's been so long.

He can't do it.  He lets her up.

The floor clears.  Exhausted dancers push past them.  Forget
it.  The moment's gone.

What the hell.  They had a great time.  What's the hurry?

                                                 SOFT CUT TO:

70   EXT. LA BREA AVENUE - OUTSIDE THE DERBY - NIGHT                  70

Mike is walking Lorraine to her car.  They come upon a parked
Escort.

                    LORRAINE
          Well... This is it.

                    MIKE
          Listen.  I had a great time.

                    LORRAINE
          Me too.

                    MIKE
          I would love to see you again sometime.

                    LORRAINE
          I'll be around.

                    MIKE
          That's not good enough.  I want to make
          plans to see you.

                    LORRAINE
          Let me get a pen out of my car.
               (opens the door)
          Do you have something to write on?

Mike hands her a business card.

                    LORRAINE
               (looking at it)
          You're a comedian?

                    MIKE
          Yeah.  And an actor.

                    LORRAINE
          I'll have to come see you sometime.

                    MIKE
          If and when I get a real gig I'll call
          you.

                    LORRAINE
          It's not going to well?

                    MIKE
          When I lived in New York they made it
          sound like they were giving out sit-coms
          to stand-ups at the airport.  I got off
          the plane in L.A. six months ago and all
          I got to show for it is a tan.

                    LORRAINE
          Didn't you tell me to be patient with my
          career?

                    MIKE
          ... Yeah, but entertainment law isn't
          something you just jump into...

                    LORRAINE
          Neither is acting.  Not if you're serious
          about it.
               (She writes her number on the
               card.)
          Can I have one of these?

                    MIKE
          Why, you like the duck with the cigar?
               (hands her a card)

                    LORRAINE
          Yeah.  Nice touch.  It's the logo from
          "You Bet Your Life", right?

                    MIKE
          Good eye.  Not one club owner got it.
          They all ask me why I got Donald Duck on
          my card.

                    LORRAINE
          Hey, at least it's not Goofy.

Beat.

                    LORRAINE
          Well, I should be getting...

                    MIKE
          ... It's really getting late.

                    LORRAINE
          ... home.  It's getting late.  Yeah.

Beat.

                    LORRAINE
          Can I give you a ride to your car...?

                    MIKE
          ... Nah.  I'm right across the street...

                    LORRAINE
          ... Which one...?

                    MIKE
          ... The red piece of shit over there...

                    LORRAINE
          ... well, it suits you...

                    MIKE
          ... get the hell outta here already...

Mike leans in and slowly gives her the sweetest, softest,
most innocent kiss.

He backs up.  She's got that goofy look as she unlocks her
club and starts the car.

                    LORRAINE
          Bye.

She drives off.

He watches her go.

                                                 DISSOLVE TO:

71   EXT. SUNSET BOULEVARD - NIGHT                                    71

Mike is driving Trent and Sue home in his car.

                                                      CUT TO:

72   INT.  MIKE'S CAR - SUNSET BOULEVARD - SAME NIGHT                 72

                    TRENT
          You were off your ass back there!  Where
          the hell did you learn to do all that
          twirly whirly shit?

                    MIKE
          I took a ballroom class with Michelle.
          I never danced with anyone but her, til
          tonight.  That Lorraine chick is good.

                    TRENT
          You were good.  Did you see how she was
          vibing you?

                    SUE
          Sorry man.

                    TRENT
          Yeah.  You probably coulda hit that
          tonight if you didn't have to drive us
          home.

                    SUE
          ... Definitely...

                    MIKE
          It's not like that...

                    TRENT
          Don't give me that!  She liked you, man.

                    MIKE
          I know she liked me.  I mean, it's not
          like I wanted to do anything with her
          tonight.

                    SUE
          Good for you, man.  He's being smart.

                    MIKE
          She's really special, guys.

                    TRENT
          The bear's got his claws back.

                    SUE
          Be smart about it.

                    TRENT
          I'm telling you.  Wait three days...

                    SUE
          You don't have to wait three days...

                    TRENT
          ... Okay, two...

                    SUE
          ... just be smart about it.

                    MIKE
          Guys... Guys... I got it under control.

                    TRENT
          Oh.  He's got it under control...

                    SUE
          ... Well, then, I guess we don't have to
          worry about him anymore.

                    TRENT
          Our little baby's growing up...

Trent and sue pretend to cry and hug each other.

Mike looks at them in the rear view mirror.

He smirks and shakes his head.

                    MIKE
          You guys are such assholes.

                                                     BACK TO:

73   INT.  MIKE'S CAR - SUNSET BOULEVARD - NIGHT                      73

Trent and Sue scream at the top of their lungs as they cruise
down Sunset.  Alcohol is a terrible drug.

                                                 DISSOLVE TO:

74   INT.  MIKE'S APARTMENT - NIGHT                                   74

Mike is standing in the middle of the room looking at
LORRAINE'S NUMBER on the back of the BUSINESS CARD.

He looks at the clock.

2:45 A.M.

He looks back at the NUMBER.

Beat.

He thinks better of it.  He wedges it into a crack in the
answering machine and unbuttons his shirt for bed...

                    ANSWERING MACHINE
               (synthesized voice)
          Good move.

Mike smirks.

                                                     FADE TO:

75   INT.  MIKE'S APARTMENT - THE NEXT MORNING                        75

Mike wakes up and rolls out of bed.

He walks to the phone and pulls the CARD out of the crack.

He looks at the clock.

12:10 PM.

He sticks it back in the crack.

He makes an "x" on a day of his calendar.

                                                      CUT TO:

76   INT.  MIKE'S BATHROOM - MIKE'S APARTMENT - DAY                   76

Mike brushes his teeth.

He looks at the card clipped into the frame of the bathroom
mirror.

He turns the faucet, allowing exactly ONE DROP of his
precious Los Angeles water supply to drip onto his
toothbrush.

He resumes brushing.

                                                      CUT TO:

77   EXT.  "BOURGEOIS PIG" COFFEEHOUSE - LATE AFTERNOON               77

Mike sips espresso as he stares at the CARD.

                                                 DISSOLVE TO:

78   INT.  MIKE'S APARTMENT - NIGHT                                   78

Mike is playing solitaire with the CARD laying above all the
playing cards.

The PHONE RINGS.

Mike rushes to get it, then forces himself to wait another
ring and a half exactly.

                    MIKE
          Hello?

                    FEMALE VOICE
          Hi Michael.

                    MIKE
          Michelle?

                    MICHELLE
          How's it going?  It's been a while...

                    MIKE
          ... Six months.

                    MICHELLE
          How are you doing?

                    MIKE
          Fine... I guess.  You?

                    MICHELLE
          Good.
               (pause)
          I think about things.

                    MIKE
          Yeah?

                    MICHELLE
          Yeah.

                    MIKE
          What kind of things?

                    MICHELLE
          You know, us.

                    MIKE
          I thought you met someone else.

                    MICHELLE
          It doesn't matter.  I think about you
          every day.

                    MIKE
          Really?

                    MICHELLE
          I miss you, Mike.

                    MIKE
          Why didn't you call?

                    MICHELLE
          I couldn't.  Do you know how hard it's
          been not to call you?  I pick up the
          phone every night.  Whenever that
          commercial comes on...

                    MIKE
          ... the Micheline commercial...

                    MICHELLE
          ... Yeah, with the baby in the tire.  One
          time I started to cry right in front of
          Pierre...

                    MIKE
          Pierre... That's his name?  Pierre?  Is
          he French?

                    MICHELLE
          No, he's not... Listen I don't want to
          talk about him.  That's a whole other
          headache.  I called because I heard you
          might be moving back to Queens...

The BEEP of Mike's CALL WAITING.

                    MIKE
          Hang on.  Let me get rid of this call.

He clicks to the OTHER LINE.

                    MIKE
          Hello?

                    LORRAINE
          Hi, Mike?

                    MIKE
          Lorraine?

                    LORRAINE
          Are you on the other line?

                    MIKE
          Yeah, hold on.



                    LORRAINE
          I can call back...

                    MIKE
          No, no.  Hold on.

He clicks back to the OTHER LINE.

                    MIKE
          Hi.

                    MICHELLE
          I heard you might be moving back...

                    MIKE
          Yeah, uh, I don't think that's gonna be
          happening any time soon...  Listen, can
          I call you right back?  I gotta take this
          call...

                    MICHELLE
          I'm not home and going out of town
          tomorrow for a week.  Can't you talk for
          five more minutes?

                    MIKE
          I really want to catch up with you, but
          I've gotta take this call.  They're
          holding.  I'll talk with you when you get
          back in town.  Bye.

                    MICHELLE
          Goodbye.  I lov.....(click)

Mike SWITCHES LINES, cutting Michelle off mid-sentence.

                    MIKE
          Hi.  Sorry about that.

                    LORRAINE
          You didn't have to get off the other
          line.  I would've called you back.

                    MIKE
          That's okay.  I wanted to talk to you.

Mike holds his palm over the receiver and looks at the
answering machine.

Beat.

                    MIKE
               (to answering machine)
          Do you realize that I've been waiting for
          that call for six months and I cut her
          off?

                    ANSWERING MACHINE
               (synthesized voice)
          You're money, baby.

Mike smiles.

Back to Lorraine.

MEDIUM SHOT of Mike through his window as he looks down onto
Franklin avenue and talks on the phone.

                    MIKE
          Hi, Lorraine.  Thanks for holding on.

                    LORRAINE
          Listen, Mike.  You really didn't have to
          get off the line.  I just wanted to ask
          you one thing.  I know I shouldn't have
          called, I mean, my friends said I should
          wait two days... Oh God, I probably sound
          like such a schoolgirl... It's just that
          it's tonight only... I mean, it's
          Sinatra's birthday and they have this
          thing every year at "The Room".  Do you
          know where that is?  It's impossible to
          find if you've never been there.  I don't
          understand why none of the clubs in
          Hollywood have signs.  Anyway, I'm so bad
          at this, if you're not busy I thought you
          might...

Mike smiles as the CAMERA PULLS BACK from the window and
backwards down Franklin Avenue in a reverse of the first shot
of the movie.  The soundtrack kicks in with Sinatra's "Here's
To The Losers"....

                    FRANK
          Here's to those who love not too wisely,
          no, not too wisely, but too well...
          To the girl who sighs with envy when she
          hears that wedding bell...
          To the guy who'd throw a party if he knew
          someone to call...
          Here's to the losers... Bless them all...


...We rise and pass the glowing Hollywood sign. It's still a
full moon...

                    FRANK
          Here's to those who drink their dinners
          when that lady doesn't show...
          To the girls who wait for kisses
          underneath that mistletoe...
          To the lonely summer lovers when the
          leaves begin to fall...
          Here's to the losers... Bless them all...

.... Past the blinking red beacon of the Capital Records
building...

                    FRANK
          Hey Tom, Dick and Harry...
          Come in out of the rain...
          Those torches you carry...
          Must be drowned in champagne...

... Up and over Hollywood Boulevard.  High above the city...

                    FRANK
          Here's the last toast of the evening...
          Here's to those who still believe...
          All the losers will be winners...
          All the givers shall receive...
          Here's to trouble-free tomorrows...
          May your sorrows all be small...
          Here's to the losers... Bless them all.

... It's all just a pool of beautiful golden light.

                                               FADE TO BLACK.