AMERICAN BEAUTY by Alan Ball

FOR EDUCATIONAL PURPOSES ONLY

FADE IN:

INT. JAIL CELL - DAY

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

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

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

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

This is RICKY FITTS. He's twenty, but his eyes are much older. Underneath his Zen-like tranquility lurks something wounded... and dangerous. He SINGS softly to himself: RICKY (cont'd) AND STOPS MY MIND FROM WANDERING...

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

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

ON TELEVISION: INT. COURTROOM - DAY

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

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

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

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

Jane looks up, her eyes hostile, at:

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

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

INT. COURTROOM - CONTINUOUS

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

ANGELA Yes.

D.A. Exactly how did she say it?

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

D.A. Did she tell you why?

Angela hesitates, hot eager to answer this. Finally:

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

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

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

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

BACK on the witness stand, ANGELA looks contrite.

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

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

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

INT. POLICE STATION - LOBBY - DAY

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

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

COLONEL I need to speak to Detective Fleishman.

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

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

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

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

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

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

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

FLEISHMAN Okay.

But the COLONEL just sits there, holding the envelope.

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

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

COLONEL (cont'd) No.

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

INT. JAIL CELL - DAY

RICKY sits motionless, still focused on the DRIPPING water.

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

ON TELEVISION:

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

ON TELEVISION: INT. TABLOID news SHOW SET

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

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

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

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

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

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

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

JANE stares at the camera incredulously, then LAUGHS.

JANE Yeah, would you?

INT. COURT - DAY

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

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

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

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

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

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

ON THE MONITOR: JANE stands and shakes her breasts.

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

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

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

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

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

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

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

INT. JAIL CELL - DAY

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

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

FADE to BLACK.

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

FADE IN:

EXT. SUBURB - EARLY MORNING

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

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

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

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

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

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

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

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

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

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

EXT. BURNHAM HOUSE - CONTINUOUS

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

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

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

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

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

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

EXT. BURNHAM HOUSE front YARD - MOMENTS LATER

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

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

LESTER (V.O.) That's my wife Carolyn. See the way the handle on those pruning shears matches her gardening clogs? That's not an accident In the fenced front YARD OF the HOUSE across the street, the familiar dog is still BARKING. A well-groomed, athletic MAN in a conservative suit rolls a blue plastic city GARBAGE CONTAINER up the driveway to the curb.

JIM #1 Bitsy. Hush.

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

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

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

JIM #1 And a jerky treat.

JIM #2 (frowns) You spoil her.

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

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

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

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

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

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

JIM #1 Morning, Carolyn.

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

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

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

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

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

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

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

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

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

INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

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

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

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

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

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

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

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

EXT. BURNHAM HOUSE - CONTINUOS

A bright blue GARBAGE TRUCK fills the screen, as its MECHANICAL ARM lifts a matching blue city GARBAGE CONTAINER from the curb, emptying its contents into the truck. On the side of the truck: CITY OF ROCKWELL DEPARTMENT OF SANITATION Let's Recycle!

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

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

Carolyn frowns at both OF them.

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

JANE Yes.

CAROLYN Well, congratulations. You've succeeded admirably.

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

JANE Nice going, Dad.

LESTER looks UP her sheepishly, then at Carolyn.

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

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

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

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

INT. MERCEDES-BENZ ML320 - a SHORT TIME LATER

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

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

CAROLYN It's just what was on.

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

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

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

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

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

JANE Finally finds a STATION she likes: MOODY ALTERNATIVE ROCK. They drive along without speaking for a moment, then: JANE Wake up, Dad, we're here.

No response from Lester.

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

CAROLYN (chuckling) Jane. Hush.

INT. COMMUTER TRAIN - a SHORT TIME LATER

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

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

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

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

Finally, LESTER opens one eye.

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

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

And we accelerate into the tunnel, and BLACKNESS.

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

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

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

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

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

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

BRAD Les. Got a minute?

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

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

INT. BRAD'S OFFICE - MOMENTS LATER

BRAD is seated behind his desk.

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

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

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

BRAD Exactly.

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

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

BRAD (startled) That's unsubstantiated gossip.

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

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

BRAD It's just business.

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

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

LESTER leans BACK IN his chair, incredulous.

INT. COMMUTER TRAIN - a SHORT TIME LATER

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

EXT. BURNHAM HOUSE - THAT NIGHT

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

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

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

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

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

LESTER

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

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

Carolyn scopes out the MOVING VAN next door.

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

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

CAROLYN Their sycamore? It was on our property!

INT. BURNHAM HOUSE - DINING ROOM - LATER THAT NIGHT

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

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

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

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

A long beat. LESTER Suddenly turns to Jane.

LESTER So Janie, how was school?

JANE (suspicious) It was okay.

LESTER Just okay?

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

LESTER Want to know how things went at my job?

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

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

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

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

Carolyn is watching This closely.

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

She gets UP and heads toward the kitchen.

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

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

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

CAROLYN (shocked) what?!

He gets UP and starts after Jane.

LESTER You treat us both like employees.

Carolyn looks after him, slack-jawed.

INT. BURNHAM HOUSE - CONTINUOUS

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

LESTER Honey, I'm sorry I...

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

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

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

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

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

EXT. BURNHAM HOUSE - CONTINUOUS

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

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

INT. BURNHAM - KITCHEN - CONTINUOUS

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

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

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

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

We HEAR CHEERING and APPLAUSE.

INT. high SCHOOL GYMNASIUM - NIGHT

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

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

ANGELA Who are you looking for?

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

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

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

INT. MERCEDES - BENZ ML320 - CONTINUOUS

Carolyn drives. LESTER is slumped IN the passenger seat.

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

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

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

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

LESTER Growing? She hates me.

CAROLYN She's just willful.

LESTER She hates you too.

Carolyn stares at him, unsure OF how to respond.

INT. high SCHOOL GYMNASIUM - LATER

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

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

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

LESTER We can leave right after this, right?

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

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

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

LESTER leans forward IN his seat.

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

We ZOOM slowly toward LESTER as He watches, transfixed.

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

LESTER is spellbound.

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

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

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

EXT. high SCHOOL GYMNASIUM - LATER

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

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

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

Carolyn gives him an odd look.

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

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

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

JANE I didn't win anything

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

ANGELA Oh. Hi.

An awkward beat.

JANE This is my friend Angela Hayes.

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

ANGELA (warming) Thanks.

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

She starts toward the parking lot. LESTER stays behind.

LESTER What are you girls doing now?

JANE Dad.

ANGELA We're going out for pizza.

LESTER Well, can we give you a lift?

ANGELA Thank s, but I have a car.

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

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

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

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

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

I guess. ANGELA

LESTER waves awkwardly as He crosses off.

JANE Could he be any more pathetic?

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

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

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

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

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

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

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

More ROSE PETALS fall onto the bed.

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

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

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

EXT. ROBIN HOOD TRAIL - CONTINUOUS

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

INT. ANGELA'S BMW - CONTINUOUS

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

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

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

JANE Vomit.

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

An awkward beat. JANE stares at the floor.

JANE I really think it'll happen for you.

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

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

EXT. BURNHAM HOUSE - CONTINUOUS

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

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

Irritated, JANE stares at him, hard.

JANE Asshole.

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

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

INT. BURNHAM HOUSE - FOYER - CONTINUOUS

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

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

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

FADE to BLACK.

FADE IN

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

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

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

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

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

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

JANE Hello?

INT. HAYES HOUSE - ANGELA' S BEDROOM - CONTINUOUS

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

ANGELA Why'd you call me?

Intercut with Jane in her bedroom:

JANE I didn't.

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

JANE I was in the shower.

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

JANE (cont'd) Oh, gross

EXT. BURNHAM HOUSE - CONTINUOUS

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

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

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

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

RICKY Be right there.

INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

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

Startled, BARBARA turns to him.

BARBARA Hello.

RICKY I don't eat bacon, remember?

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

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

RICKY What's new in the world, Dad?

COLONEL This country is going straight to hell.

RICKY So nothing's changed.

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

COLONEL Are you expecting anyone?

BARBARA No. (things) No.

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

INT. FITTS HOUSE - FOYER - CONTINUOUS

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

JIM #1 Hi.

JIM #2 Welcome to the neighborhood.

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

JIM #1 Just a little something from our garden.

RICKY watches from the BACK OF the foyer.

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

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

The COLONEL stares at them, suspicious.

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

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

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

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

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

A beat.

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

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

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

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

JIM #2 And he's an anesthesiologist.

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

INT. COLONEL' S FORD EXPLORER - LATER

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

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

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

The COLONEL looks at RICKY sharply.

COLONEL Well, it is.

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

RICKY You're right.

The Colonel's eyes flash angrily.

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

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

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

The COLONEL is taken aback, But quickly covers.

COLONEL Me too, son. Me too.

Case closed, RICKY goes BACK to his calculations.

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

EXT. high SCHOOL CAMPUS - a FEW MINUTES LATER

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

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

TEENAGE GIRL #1 Gross

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

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

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

TEENAGE GIRL #2 You are a total prostitute.

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

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

The two TEENAGE girls move away from JANE and Angela.

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

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

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

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

JANE You know him?

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

JANE Why? What did he do?

ANGELA What do you mean?

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

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

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

JANE What? Please.

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

JANE Shut up.

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

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

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

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

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

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

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

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

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

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

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

EXT. suburban NEIGHBORHOOD - DAY

CLOSE on a wooden SIGN that reads:

Open HOUSE TODAY BURNHAM & ASSOCIATES REALTY 555-1618

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

Her POV: IN front OF a DIFFERENT HOUSE with much More curb appeal is another SIGN, with a picture of the same silver- haired MAN we saw on the bus stop bench earlier. It reads: FOR SALE Call Leonard Kane - the Real Estate King 555-1957

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

INT. SALE HOUSE - living ROOM - MOMENTS LATER

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

CAROLYN (quietly) I will sell this house today.

She plugs IN the BOOMBOX, presses a button and we HEAR Tony Bennett singing "WITH PLENTY OF MONEY AND YOU," which plays throughout the following MONTAGE We see Carolyn, working with fierce concentration as she:

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

Throughout all this, she keeps repeating to herself:

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

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

INT. SALE HOUSE - BATHROOM - LATER

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

CAROLYN I will sell this house today.

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

EXT. SALE HOUSE - front YARD - LATER

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

CAROLYN Welcome. I'm Carolyn Burnham!

MUSIC ENDS.

INT. SALE HOUSE - FOYER - CONTINUOUS

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

MAN (looking up) How high is that ceiling?

CAROLYN Over twenty feet.

WOMAN That color is hideous.

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

The WOMAN wrinkles her face, skeptical.

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

INT. SALE HOUSE - KITCHEN - LATER

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

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

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

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

CAROLYN No, it's solid brass.

WOMAN Kinda gaudy, isn't it?

INT. SALE HOUSE - MASTER BEDROOM - LATER

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

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

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

Carolyn just stares at him, still smiling.

EXT. SALE HOUSE - BACK YARD - LATER

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

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

CAROLYN I have an excellent landscape architect -

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

A beat.

CAROLYN There are some tiki torches in the garage.

The Women stare at her; she just keeps smiling.

INT. SALE HOUSE - SUN ROOM - MOMENTS LATER

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

CAROLYN Stop it.

But the Tears continue. she SLAPS herself again.

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

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

INT. HOTEL BALLROOM - LATER THAT NIGHT

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

SIGN NEAR THE DOOR READS:

GREATER ROCKWELL REALTOR RESOURCES GROUP

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

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

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

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

LESTER (grins stupidly) I am happy, honey.

Carolyn's jaw tightens, then:

CAROLYN (spots someone) Leonard!

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

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

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

CAROLYN Carolyn.

LEONARD Carolyn! Of course. How are you?

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

CHRISTY Hello

CAROLYN This is my husband, Lester -

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

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

LEONARD Oh, yes.

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

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

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

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

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

He moves IN Suddenly, his face CLOSE to hers.

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

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

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

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

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

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

INT. HOTEL BALLROOM - MOMENTS LATER

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

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

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

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

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

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

LESTER (suspicious) Yeah.

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

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

RICKY Hi, Lester Burnham.

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

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

LESTER I'm sorry?

RICKY Do you get high?

Lester's surprised, but instantly intrigued.

INT. HOTEL BALLROOM - MOMENTS LATER

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

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

LEONARD I'd love to.

CAROLYN (shocked) Really?

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

CAROLYN I'll do that. Thank you.

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

EXT. HOTEL - LATER

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

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

RICKY Re-Animator. It was okay.

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

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

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

RICKY Fine. Don't pay me.

MAN Excuse me?

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

A beat.

MAN Asshole.

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

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

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

CAROLYN (O.C.) Lester?

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

CAROLYN (cont'd) What are you doing?

LESTER Carolyn, this is Ricky Fitts.

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

LESTER With Jane? Really?

RICKY Yeah. Jane.

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

And she goes BACK inside.

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

RICKY Any time.

LESTER goes inside.

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

INT. BURNHAM HOUSE - FAMILY ROOM - LATER THAT NIGHT

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

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

JANE switches off the TV and starts UP the stairs.

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

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

INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

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

ANGELA (O.C.) Nice suit.

He turns, and is instantly transfixed by:

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

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

She starts toward him

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

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

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

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

CLOSE on LESTER: his eyes narrow slightly, then:

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

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

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

ANGELA I love root beer, don't you?

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

JANE Mom, you remember Angela.

CAROLYN (her sales smile) Yes, of course!

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

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

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

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

JANE I'm sorry about my dad.

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

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

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

JANE glances at ANGELA, irritated.

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

JANE Shut up.

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

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

JANE (O.C.) Shut up.

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

INT. BURNHAM HOUSE - JANE'S ROOM - CONTINUOUS

ANGELA I bet he's got a big dick.

JANE You are so grossing me out.

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

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

INT. BURNHAM HOUSE - HALLWAY - CONTINUOUS

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

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

Jane's SINGING stops.

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

Panicked, LESTER scurries down the hall.

INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

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

ANGELA I'm serious.

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

ANGELA (cont'd) See?

ANGELA crosses to the window and looks out.

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

EXT. BURNHAM HOUSE - CONTINUOUS

We see Angela standing at the window in her underwear, looking down at us. Jane joins her and is immediately unnerved by what she sees: Their POV: In the Burnham's DRIVEWAY, the word "JANE" is spelled out in FIRE.

INT. BURNHAM HOUSE - JANE'S BEDROOM - CONTINUOUS

JANE What is it?

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

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

ANGELA (intrigued) Really?

EXT. BURNHAM HOUSE - CONTINUOUS

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

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

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

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

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

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

LESTER Shit. Shit!

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

A pair OF DUMBBELLS, obviously unused FOR many years.

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

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

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

RICKY holds his camera UP and starts to videotape.

EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

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

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

RICKY stands at the open window, videotaping.

RICKY Welcome to America's Weirdest Home Videos.

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

COLONEL (O.C.) Ricky!

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

RICKY Coming, Dad.

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

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

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

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

COLONEL I need a urine sample.

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

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

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

COLONEL What the hell is that?

RICKY turns to the TV.

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

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

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

The COLONEL looks at him sharply, then:

COLONEL No.

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

INT. BURNHAM HOUSE - MASTER BEDROOM - LATER THAT NIGHT

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

INT. BURNHAM HOUSE - MASTER BATH - CONTINUOUS

LESTER enters and switches on the LIGHT. the ROOM is filled with STEAM. Lester looks around, confused, then focuses on: His POV: across from us, IN a PEDESTAL BATHTUB, is Angela. She smiles and beckons us, and we MOVE CLOSER. ROSE PETALS float on the surface of the water, obscuring her naked body.

ANGELA I've been waiting for you.

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

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

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

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

LESTER gives her a hard look, then slowly slips his hand into the water between her legs. Her eyes widen and she throws her head back... and we SMASH CUT TO: INT. BURNHAM HOUSE 0- MASTER BEDROOM - CONTINUOUS

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

She flips over and faces him.

CAROLYN What are you doing?

A beat.

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

CAROLYN What?!

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

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

CAROLYN How disgusting.

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

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

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

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

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

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

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

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

FADE to BLACK.

FADE IN:

EXT. ROBIN HOOD TRAIL - EARLY MORNING

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

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

EXT. ROBIN HOOD TRAIL - CONTINUOUS

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

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

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

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

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

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

LESTER (panting) Just started.

JIM #1 Good for you.

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

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

LESTER I want to look good naked.

EXT. FITTS HOUSE - LATER

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

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

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

RICKY Here you go, Dad. Fresh-squeezed.

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

COLONEL What is this, the fucking gay pride parade?

Just then, LESTER sees RICKY and waves.

LESTER Yo! Ricky!

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

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

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

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

He LAUGHS, and extends his hand to the Colonel.

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

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

LESTER Whoa. Welcome to the neighborhood, sir.

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

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

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

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

INT. FITTS HOUSE - living ROOM MOMENTS LATER

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

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

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

BARBARA (distant) All right, be careful.

RICKY and LESTER head UP the stairs.

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

RICKY enters, followed By Lester.

RICKY Can you hold his for a sec?

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

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

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

LESTER (re: urine cup) What is this?

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

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

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

LESTER Sweet.

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

LESTER (cont'd) You a Beatles fan?

RICKY I like a lot of music.

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

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

RICKY How much do you want?

LESTER

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

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

LESTER Wow.

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

LESTER Is that what we smoked last night?

RICKY This is all I ever smoke.

LESTER How much?

RICKY Two grand.

LESTER Jesus. Things have certainly changed since 1973.

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

A beat.

LESTER Thanks.

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

RICKY There's a card in there with my beeper number, feel free to call me anytime day a or night. Oh, and I only accept LESTER (looks around room) Well, now I know how you can afford all this equipment. When I was your age, I worked at McDonald's all summer just to buy an eight track.

RICKY That sucks.

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

RICKY starts putting the DRAWER BACK together.

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

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

EXT. BURNHAM HOUSE - LATER THAT DAY

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

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

INT. GARAGE - CONTINUOUS

Come together blasts from a new BOOMBOX on the floor. LESTER finishes his last rep, straining, then puts the weights in their rack on the bench and sits up, sweaty and out of breath. He takes a drag off a joint, then picks up a BOOK off the floor, a bodybuilding manual titled THE COMPLETE BOOK OF CHEST AND ARMS. Suddenly, the GARAGE DOOR starts to open. Lester looks up, squinting at: His POV: the door raises to reveal Carolyn, silhouetted against the bright sunlight outside, standing in front of the Mercedes-Benz ML320, pointing a REMOTE at us.

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

LESTER Ooh. Mom's mad.

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

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

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

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

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

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

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

CAROLYN Were you stoned then?

LESTER What are you going to do, ground me?

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

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

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

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

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

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

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

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

INT. OFFICE BUILDING - DAY

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

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

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

LESTER (cont'd) Woo-hoo!

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

INT. BRAD'S OFFICE - MOMENTS LATER

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

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

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

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

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

A beat.

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

A beat. BRAD sighs.

BRAD What do you want?

LESTER One year's salary, with continued benefits.

BRAD That's not going to happen.

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

BRAD LAUGHS.

BRAD Against who?

LESTER Against you.

BRAD stops LAUGHING.

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

BRAD leans BACK IN his chair, studying Lester.

BRAD Man. You are one twisted fuck.

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

LESTER starts toward the door, then:

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

And He exits.

INT. RESTAURANT - the same DAY

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

CAROLYN Leonard.

LEONARD Carolyn.

Carolyn smiles, genuinely touched THAT He remembers her name.

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

CAROLYN What's she doing in New York?

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

CAROLYN Leonard. I'm so sorry.

She places her hand on his, Suddenly deeply concerned.

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

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

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

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

EXT. high SCHOOL CAMPUS - LATER THAT DAY

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

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

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

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

And he's gone.

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

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

She spots something and grabs Jane's arm.

JANE Ow.

ANGELA Look.

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

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

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

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

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

ANGELA Why?

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

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

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

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

RICKY (O.C.) Hi, Jane.

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

RICKY lowers the CAMERA.

RICKY Okay.

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

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

JANE

What kind OF things?

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

RICKY (looking at Jane) Things that are beautiful.

ANGELA Okay. We can take my car.

ANGELA starts off. JANE looks doubtful, But follows.

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

JANE (defensive) No. I want to go.

RICKY Okay. Just making sure.

EXT. Top HAT MOTEL - the same DAY

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

INT. Top HAT MOTEL - CONTINUOUS

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

CAROLYN Yes! Oh, God, yes!

LEONARD You like getting nailed by the king?

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

INT. TOYOTA CAMRY - the same DAY

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

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

He trails off, as something outside catches his attention:

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

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

INT. SMILEY'S - MOMENT LATER

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

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

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

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

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

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

INT. SMILEY'S - LATER

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

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

LESTER I have fast food experience.

MANAGER Yes, like twenty years ago.

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

The Manger frowns, unconvinced.

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

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

EXT. HIGHWAY - LATER

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

INT. ANGELA'S BMW - CONTINUOUS

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

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

JANE No

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

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

EXT. HIGHWAY - CONTINUOUS

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

INT. ANGELA'S BMW - CONTINUOUS

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

RICKY What's going on?

JANE I think there's been a wreck.

RICKY Really? A big one?

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

ANGELA What are you doing?

EXT. ANGELA'S BMW - CONTINUOUS

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

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

BACK on RICKY, hanging out the window.

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

INT. ANGELA'S BMW - CONTINUOUS

ANGELA What the fuck is he talking about?

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

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

JANE (disgusted) Oh God.

ANGELA Gross. There goes dinner.

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

RICKY That was amazing.

JANE (snort) What was amazing about it?

A beat.

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

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

JANE And what do you see?

RICKY Beauty.

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

RICKY seems surprised By This question.

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

He looks at her, curious, his eyes searching hers. This time, she doesn't look away. He smiles. Jane almost smiles back... then: JANE (to Angela) You know what? Let's bag the mall. It's boring.

She glances BACK over her shoulder at RICKY and smiles.

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

RICKY I'd rather not.

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

INT. Top HAT MOTEL - the same DAY

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

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

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

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

LEONARD Know what I do when I get that way?

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

LEONARD (cont'd) I fire a gun.

CAROLYN (intrigued) Really.

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

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

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

He grins, then reaches FOR her.

LEONARD (cont'd) Well, almost nothing.

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

INT. RECORD STORE - the same DAY

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

CLERK Catching up?

LESTER Yep.

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

EXT. BURNHAM HOUSE - LATER

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

JANE What's her problem?

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

They start down the driveway.

JANE

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

A beat.

RICKY I'll show it to you.

INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

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

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

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

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

BARBARA (pleasant) Yes?

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

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

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

BARBARA Huh. What do you know.

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

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

RICKY (cont'd) This is Jane.

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

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

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

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

RICKY This is where my Dad hides out.

GLASS CASES filled with GUNS line the walls.

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

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

RICKY You got to see this one thing...

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

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

JANE Did you steal his keys?

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

He reaches into the CABINET and carefully removes an oval CHINA PLATTER which he hands to Jane. She examines it RICKY (cont'd) Turn it over.

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

JANE Oh my God.

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

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

RICKY (cont'd) What's wrong?

JANE Nothing.

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

JANE No I'm not.

But she is. RICKY studies her.

RICKY Come on, let's go to my room

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

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

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

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

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

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

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

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

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

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

She Finally LAUGHS. He lowers the camera and smiles.

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

INT. FITTS HOUSE - RICKY'S BEDROOM - LATER

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

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

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

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

A beat.

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

Now JANE is watching him.

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

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

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

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

INT. BURNHAM HOUSE - DINING ROOM - MOMENTS LATER

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

JANE Sorry I'm late.

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

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

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

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

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

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

LESTER Will someone please pass me the asparagus?

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

LESTER I already have another job.

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

LESTER (means it) Sit down.

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

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

CAROLYN (overlapping) Do you really think -

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

LESTER Don't interrupt me, honey.

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

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

EXT. ROBIN HOOD TRAIL - CONTINUOUS

The Colonel's Ford Explorer winds down the street.

INT. COLONEL'S FORD EXPLORER - CONTINUOUS

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

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

The Colonel stares, 0utraged.

INT. BURNHAM HOUSE - JANE'S BEDROOM - LATER

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

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

There is a KNOCK at the door.

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

She hangs up the phone, then calls out:

JANE (cont'd) Go. Away.

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

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

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

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

CAROLYN Me?

She stares at JANE, then starts to cry.

JANE Aw, Christ, Mom.

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

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

Carolyn Suddenly SLAPS JANE, hard.

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

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

EXT. FITTS HOUSE - CONTINUOUS

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

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

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

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

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

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

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

RICKY Dad, I just wanted to show—

COLONEL You little bastard -

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

EXT. BURNHAM HOUSE - CONTINUOUS

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

INT. FITTS HOUSE - RICKY'S BEDROOM - Continuous

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

COLONEL (unnerved) Fight back you little pussy!

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

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

COLONEL How did you get in there?

RICKY I picked the lock.

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

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

A beat.

COLONEL Girlfriend?

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

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

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

A beat. the COLONEL is Suddenly, deeply shamed.

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

RICKY I know. I'm sorry.

COLONEL You need structure, you need discipline -

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

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

COLONEL You stay out of there.

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

INT. BURNHAM HOUSE - JANE' S BEDROOM - CONTINUOUS

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

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

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

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

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

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

INT. FITTS HOUSE - MASTER BEDROOM - NIGHT

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

INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

The COLONEL enters, agitated. He flips on the LIGHTS, then opens the refrigerator, scans its contents, and closes the door without having noticed what was inside. He paces around the kitchen, then stops in his tracks when he sees: His POV: Through the window over the sink, we can see Through the GARAGE DOOR WINDOW of the Burnham house next door. Inside the garage, Lester, wearing only briefs, stands doing shoulder presses. His upper body, glistening in sweat, is pumped.

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

FADE to BLACK.

IN darkness, we HEAR repetitive GUNSHOTS.

FADE IN:

INT. INDOOR FIRING RANGE - DAY

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

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

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

CAROLYN Well, all I know is...

She starts FIRING again.

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

INT. MERCEDES-BENZ ML3020 - LATER

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

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

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

EXT. ROBIN HOOD TRAIL - CONTINUOUS

The MERCEDES-BENZ ML320 turns onto ROBIN Hood Trail.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

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

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

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

INT. BURNHAM HOUSE - FAMILY ROOM - MOMENTS LATER

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

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

LESTER What?

CAROLYN Whose car is that out front?

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

CAROLYN Where's the Camry?

LESTER I traded it in.

CAROLYN Shouldn't you have consulted me first?

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

A beat.

CAROLYN Where's Jane?

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

Carolyn regards him Through narrow eyes, filled with hate.

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

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

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

We HEAR Babybird's "ATOMIC SODA."

ON VIDEO: We're outside, in a wooded area, looking up at the sun through tree branches, then we PAN down to see a path through the trees in front of us. SOMETHING OUT OF FOCUS crosses by in front us, obscuring our view. We slowly ZOOM back and see that it's Jane, or rather, just a corner of her face, as she looks at us, her eyes shining. Her hand brushes the hair off her face and we stay on her hand. It swings back and forth gracefully she walks ahead in front of us... we JUMP CUT to: ON VIDEO: CLOSE on Jane's naked calves, her jeans rolled up, as she dangles her feet in a pond. The water RIPPLES in concentric circles every time she dips her toes in, not unlike the water in the jail cell sink at the beginning... we JUMP CUT to: ON VIDEO: We're MOVING in a circle, as Jane runs around us in the opposite direction, so that we see only FLASHES OF HER RUNNING by, LAUGHING... JUMP CUT to: On VIDEO: JANE IN profile, looking toward the sky, her yes shut, enjoying the sun on her face.

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

She looks at us and smiles, her guard down, her face empty OF its usual vaguely contemptuous expression, and, indeed, she is beautiful: young, happy, hopeful. We linger on her face for a moment. She brings her hand up to caress her cheek, and then, still smiling, she slowly flips us the bird... we JUMP CUT to: ON VIDEO: We're looking at Jane's SHADOW, clearly delineated by the bright sun against a textured carpet of fallen leaves on the forest floor. We HEAR her GIGGLE as she makes shadow puppets with her hand, then we MOVE around so that we're looking up at her, silhouetted against the Bun. Even though we can't make out her features, this image seems transcendent, almost religious.

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

JANE (shy) Don' t.

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

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

RICKY Why?

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

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

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

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

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

RICKY Fine.

JANE You don't feel naked?

RICKY I am naked.

JANE You know what I mean.

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

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

RICKY smiles.

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

JANE You must really hate him.

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

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

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

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

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

RICKY Why?

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

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

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

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

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

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

RICKY How?

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

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

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

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

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

RICKY Want me to kill him for you?

JANE stares at him incredulously, then LAUGHS.

JANE Yeah, would you?

RICKY It'll cost you.

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

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

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

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

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

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

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

RICKY Of course.

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

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

EXT. ROBIN HOOD TRAIL - EARLY MORNING

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

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

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

EXT. ROBIN HOOD TRAIL - a SHORT TIME LATER

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

INT. BURNHAM HOUSE - KITCHEN - a SHORT TIME LATER

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

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

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

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

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

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

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

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

A beat.

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

JANE is stunned. she quickly rises, trying to get out OF the kitchen before he can see her crying. As she goes, we see the immediate regret in Lester's eyes.

INT. FITTS HOUSE - KITCHEN - the same TIME

RICKY and the COLONEL sit at the table, eating IN silence. Barbara glides back and forth behind them like a ghost. The Colonel glances at the scars on his son's face... and for a moment, we see the depth of his love for this boy. Then Ricky looks up at him, and the Colonel is suddenly self-conscious.

COLONEL How's your food?

RICKY It's good. (then) Oh, Dad. I don't need a ride this morning. I'm going to go in with Jane and her mom.

COLONEL (startled) Jane?

RICKY My girlfriend.

Just then, BARBARA leans IN, serving bacon out OF a pan.

RICKY (cont'd) Mom. Bacon?

BARBARA (cheerful) I know, I remember what you told me, so I made it extra crispy!

She crosses off. from outside, we HEAR a CAR HORN, and RICKY gets up from the table.

RICKY Gotta go.

EXT. FITTS HOUSE - front PORCH - MOMENTS LATER

RICKY emerges from the HOUSE, followed By the COLONEL, who watches his son as he heads toward the Burnham house.

His POV: Carolyn waves from the MERCEDES-BENZ ML320, flashing an insincere smile. Jane leans forward from the passenger seat and glares at us. As Ricky starts to get in the car, Lester emerges from the house in his sweatpants.

LESTER Yo, Ricky. How's it going?

RICKY Pretty decent, Mr. Burnham.

Then RICKY pulls his door shut, But not before LESTER mouths call me and Ricky gives a slight nod in acknowledgment.

CLOSE on the Colonel's face: he looks confused.

His POV: The car backs out of the driveway. Lester yawns, stretches and runs his hands up and down his torso absentmindedly...and then he glances at us, suddenly aware he's being watched. He studies us for a beat, then grins and salutes. He LAUGHS as he turns to go inside the house.

CLOSE on the Colonel transfixed by what he's just seen, not unlike Lester was when he first saw Angela.

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

The door swings open silently and the COLONEL enters. He looks through the stuff on top of Ricky's bureau then opens the drawers, sifting through clothing inside. He opens the DRAWER in which we know Ricky keeps his stash of marijuana, but he doesn't discover its false bottom. He stands and looks around, his eyes finally landing on: A stack of HI-8 VIDEOCASSETTES next to Ricky's computer.

The COLONEL turns on the TV: we see Matlock, without sound. The Colonel grabs a random VIDEOCASSETTE from the stack, pops it into the VIDEO CAMERA, which is still connected to the TV, and, after examining the camera, presses the play button. On the TV, Matlock suddenly gives way to...

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

The Colonel sinks slowly onto Ricky's bed, mesmerized.

EXT. parking lot - LATER THAT DAY

Carolyn walks across a parking lot with Leonard Kane, the Real Estate King.

CAROLYN You know, I rarely frequent places like this, but...

Leonard opens the door OF a BUILDING FOR her.

CAROLYN (cont'd) I think I can allow myself junk food, after the workout we had this morning.

She SQUEALS with LAUGHTER as They go inside. the door shuts behind them. On it we see the SMILEY'S LOGO.

INT. SMILEY'S - CONTINUOUS

A FEW people stand IN line at the counter. Carolyn enters with Leonard. He whispers something to her and she LAUGHS uproariously.

IN the KITCHEN, which is separated from the counter By a partition made up of various food service equipment, we see Lester, in a Smiley's uniform and baseball cap, flipping burgers on a grill. He recognizes Carolyn's LAUGH and peers over the partition.

His POV: Carolyn and Leonard stand at the counter, scanning the menu overhead. She leans against him affectionately.

Lester's face darkens, and then... he smiles. He adjusts his cap, and crosses toward the counter.

CLOSE on Carolyn and Leonard, peering UP at the menu.

CAROLYN What's good here?

LEONARD (a grin) Nothing.

CAROLYN (turns to him) Then I guess we'll just have to be bad, won't we?

And just as they're about to kiss...

LESTER (O.C.) Smile, you're at Smiley's.

Carolyn almost jumps out of her skin. She stares at us, startled, and quickly disengages herself from Leonard.

Her POV: LESTER leers at us, DRIPPING with sarcasm.

LESTER (cont'd) Would you like to try our new beef and cheese pot pie on a stick, just a dollar ninety nine, for a limited time only?

Carolyn struggles to appear nonchalant.

CAROLYN (re: Leonard) We just came from a seminar. (then, all business)) Leonard, this is my -

LESTER Her husband. We've met before, but something tells me you're going [to] remember this time.

CAROLYN Lester, please don't -

LESTER (loving this) Uh-un, You don't get to tell me what to do. Ever again.

Carolyn closes her eyes, defeated, then turns and walks out. Leonard glances at Lester, embarrassed, then follows Carolyn.

LESTER (cont'd) (calls after them) Smile! You're at Smiley's!

EXT. Top HAT MOTEL _ a SHORT TIME LATER

The sky is filled with ominous gray clouds, and the wind whips garbage across the parking lot as Carolyn's Mercedes- Benz ML320 pulls in next to Leonard's Jaguar.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

The engine is still running. Carolyn sits IN the driver seat, gripping the wheel tightly and staring straight ahead. Leonard looks at her unhappily.

LEONARD I'm sorry. I just think we should cool it for a while. I'm facing a potentially very expensive divorce.

CAROLYN Oh, no. I understand completely. (sarcastic) In order to be successful, one must project an image of success. At all times.

She regrets it the second it's out of her mouth, and turns to him. He just looks at her sadly, then gets out of the car and shuts the door. She starts to CRY. As before, she SLAPS herself, hard.

CAROLYN (cont'd) Stop it. Stop it!

She closes her eyes tight, trying to STOP the Tears, then suddenly SCREAMS as loud as she can until she runs out of breath. She opens her eyes, gasping, trying with all her might to overcome this flood of emotion, and then her eyes wander over to...

Her POV: the closed glove COMPARTMENT. we ZOOM toward it slowly, knowing that's where she keeps her GLOCK 19.

Carolyn takes a breath, shifts into REVERSE and starts to back out of the motel parking lot just as it starts to RAIN.

INT. BURNHAM HOUSE - GARAGE - THAT NIGHT

Jimi Hendrix's "PURPLE HAZE" blasts from the BOOMBOX as Lester, wearing only sweatpants, does a set of preacher curls with dumbbells. He strains as he finishes his last rep, then puts the weights down and looks at his REFLECTION in the window: His POV: his arms are pumped. He smiles.

He reaches under the exercise BENCH and grabs a CIGAR BOX. Opening it, he digs through ROLLING PAPERS, a PIPE, and other MARIJUANA PARAPHERNALIA, only to pull out an empty ZIP-LOC BAG. He's really not happy about this.

INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

RICKY sits at the dinette with his mother and father, eating dinner in silence.

BARBARA (out of the blue) I'm sorry, what?

RICKY Mom. Nobody said anything.

BARBARA Oh. I'm sorry.

We HEAR a BEEPING noise. RICKY pulls his BEEPER off his belt and checks it.

RICKY (getting up) I have to run next door. My girlfriend left her geometry book in my backpack, and she needs it to do her homework.

He heads into the hall. the COLONEL watches him go, uneasy.

INT. ANGELA'S BMW - THE SAME TIME

It's now RAINING HARD outside. The Smithereens' "BLOOD AND ROSES" BLASTS from the STEREO. Angela drives, squinting through the windshield as the wipers move back and forth.

ANGELA So you and psycho boy are fucking on a regular basis now, right?

JANE (irritable) No.

ANGELA Oh, come on. You can tell me. Does he have a big dick?

JANE Look, I don't want to talk about his dick with you. It's not like that.

ANGELA Not like what? Doesn't he have one? (then) Jane, don't be a sap and fall for the first guy you have sex with. That is so stupid.

JANE You know what's stupid? Only fucking people because you think it'll get you something! That's pathetic.

ANGELA rolls her eyes.

ANGELA We gotta get you a real man.

INT. FITTS HOUSE - KITCHEN - CONTINUOUS

The COLONEL stands at the sink, rinsing off his dinner plate. Something outside catches his eye, and he cranes his neck to get a better look at...

His POV: Through the window over the sink, we can see into the Burnham's GARAGE DOOR WINDOW. Our view is slightly blurred by the pouring RAIN, but we see Lester, walking back and forth. his upper body pumped and glistening in sweat as he counts out a wad of BILLS... and then Ricky walks into view.

The Colonel's face tightens.

His POV: LESTER drapes his arm around RICKY as He gives him the money.

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

RICKY, his hair wet from the rain, puts the cash IN his pocket. Lester's arm remains draped around his shoulder.

LESTER Wanna smoke some now?

RICKY I ought to get back home.

LESTER Aw, come on. Just one...

RICKY (grins) Got any papers?

LESTER Cigar box, under the bench. (laughs) Dude! Put up a fight! You are a total pushover.

And He SLAPS RICKY playfully on the chest.

INT. FITTS HOUSE - KITCHEN - CONTINUOUS

The Colonel's POV: Lester lets go of Ricky and dances around goofily, still laughing. Ricky sits on the bench and bends over to reach under it. From our perspective, it looks like he's untying his shoes.

The COLONEL watches, incredulous. then we HEAR a CAR APPROACHING, and the Colonel glances over at:

His POV: Angela's BMW pulls into the driveway, stopping behind Lester's GTO. As Angela and Jane get out and run toward the house, our focus MOVES back to the GARAGE DOOR WINDOW. Lester, hearing the car door SLAM, looks panicked. He says something to Ricky. Ricky stands and shrugs. Lester pulls on his T-shirt and both he and Ricky cross out of view.

INT. BURNHAM HOUSE - FOYER - CONTINUOUS

JANE and ANGELA enter Through the front door, wet from the pouring rain, arguing.

ANGELA Apparently, dating a psycho makes you totally lose your sense of humor.

JANE Yeah, well, apparently, fucking everything that walks turns you into a total bitch.

They head BACK toward the kitchen.

INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

LESTER holds the BACK door open as RICKY leaves.

LESTER Thanks

RICKY Anytime

LESTER closes the door, crosses to the refrigerator and grabs a beer. Jane and Angela enter. Jane frowns when she sees him.

JANE Where's Mom?

Lester Don't know.

ANGELA Hi, Mr. Burnham.

LESTER Hi.

He's trying to remain cool, and doing a pretty good job.

ANGELA Wow. Look at you. Have you been working out?

LESTER Some.

JANE rolls her eyes and exits. ANGELA walks over to Lester.

ANGELA Well, you can really tell. Look at those arms.

She places her hand on his arm flirtatiously, looks UP at him and smiles, fully expecting to intimidate him by doing so. But something has changed, and he isn't intimidated at all. He looks directly back at her, leans in and smiles slowly.

LESTER You like muscles?

His voice is low and intense, and the moment is charged with erotic tension.

ANGELA (unnerved) Uh, sure. I guess.

She moves away, Suddenly insecure.

ANGELA (cont'd) I - I should probably go see what Jane's up to.

And she heads out quickly. Lester watches her go, bewildered.

INT. FITTS HOUSE - RICKY'S ROOM - CONTINUOUS

RICKY enters, wet from the pouring rain, and crosses to his bureau, pulling the wad of CASH out of his pocket as he goes.

COLONEL (O.C.) Where'd you get that?

RICKY turns, startled.

His POV: The Colonel steps out of the shadows. He's staring at us, his eyes blazing.

RICKY takes a step back.

RICKY From my job.

COLONEL Don't lie to me. I saw you with that faggot next door.

RICKY (incredulous) What? Are you spying on me?

COLONEL What did he make you do?

RICKY Dad, you don't really think I... me and Mr. Burnham?

He LAUGHS.

COLONEL (furious) Don't you laugh at me!

And He BACKHANDS RICKY So hard it sends the boy sprawling.

COLONEL (cont'd) I will not sit back and watch my only son become a cocksucker!

RICKY Jesus Christ! What is it with you and gays? You're like, obsessed -

The COLONEL grabs RICKY By the throat and screams into his face.

COLONEL Shut up! I'm not the one going next door to meet my "girlfriend!"

RICKY Dad, you've got it all wrong -

COLONEL I swear to God, I'll throw you out of this house and never look at you again.

RICKY (taken aback) You really mean that?

COLONEL Damn straight I do. I'd rather you were dead than be a fucking faggot.

A beat. RICKY Suddenly smiles.

RICKY You're right. I suck dick for money. Look at this, two thousand dollars. I'm that good.

The COLONEL pushes RICKY away from him IN disgust.

COLONEL Get out.

RICKY And you should see me fuck. I'm the best piece of ass in three states.

COLONEL (explodes) Get out!! I don't ever want to see you again!!

Ricky stands there, eyeing the Colonel. He's finally discovered a way to break free from his father, and he can't believe it was this simple.

RICKY What a sad old man you are.

He grabs his backpack, turns and walks out the door, leaving the Colonel standing there, glassy-eyed and breathing heavily.

INT. FITTS HOUSE - KITCHEN - CONTINUOUS

BARBARA stands at the sink, rinsing one dish FOR an inordinately long period of time. Ricky enters from the hall. RICKY Mom leaving.

BARBARA Okay, wear a raincoat.

RICKY (hugs her) I wish things had been better for you. Take care of Dad.

Frightened, Barbara looks into his face, sensing something's up. He kisses her cheek softly, then exits out the back door, leaving her standing alone in the middle of the room, clutching her dish.

INT. FITTS HOUSE - RICKY'S BEDROOM - CONTINUOUS

The Colonel's POV: Below us, Ricky dashes through the rain to the Burnham's aback door and knocks. After a moment, Lester opens it and lets him in.

EXT. FITTS HOUSE - CONTINUOUS

The Colonel looks coldly down at us from Ricky's bedroom window, and then he pulls the drapes shut.

INT. FITTS HOUSE - KITCHEN - MOMENTS LATER

BARBARA still stands IN the middle OF the ROOM, clutching her dish. The Colonel enters, opens a cabinet and takes out a BOTTLE OF BOURBON. His hands shake as he pours himself a shot. He sits at the table and drinks.

INT. BURNHAM HOUSE - JANE'S ROOM - MOMENT5 LATER

JANE and ANGELA are sprawled across the bed, watching Melrose Place.

ANGELA Why do you even care? You are way too uptight about sex.

JANE Just don't fuck my dad, okay?' Please? It's too weird. I don't think we could be friends anymore.

ANGELA Why not?

There is a KNOCK on the door. JANE sits UP, alarmed.

JANE (angry) Dad! Leave us alone!

RICKY (O.C.) It's me.

JANE jumps UP and opens the door and lets him in. an awkward beat, as Ricky and Angela stare at each other, then: RICKY (cont'd) (to Jane) If I had to leave tonight, would you come with me?

JANE What?

RICKY If I went to New York. To live. Tonight. Would you come with me?

A beat.

JANE Yes.

ANGELA You guys can't be serious. (to Jane) You're just a kid. And he's like, a mental case. You'll end up living in a box on the street.

JANE I'm no more a kid than you are. Just because you've fucked way more people than I have. And we can use my plastic surgery money.

RICKY We won't have to. I have over forty thousand dollars. And I know people in the city, they can help us get set up.

ANGELA What, other drug dealers?

RICKY Yes.

ANGELA Jane, you'd be out of your mind to go him.

JANE Why do you even care?

ANGELA Because you're my friend.

RICKY She's not your friend. She's somebody you use to feel good about yourself.

ANGELA Go fuck yourself, psycho.

JANE You shut up, bitch!

ANGELA Jane! He is a freak!

JANE So am I! And we'll always be freaks and we'll never be like other people. And you'll never be a freak because you're like, too perfect.

ANGELA Oh, yeah? Well, at least I'm not ugly.

RICKY Yeah, you are. And you're boring. You are totally ordinary. And you know it.

ANGELA stares at him, stunned, then starts toward the door.

ANGELA You two deserve each other.

And she exits.

EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

We're MOVING SLOWLY toward the Burnham's GARAGE DOOR WINDOW through the. RAIN. Through the window, we see Lester, wearing only his sweatpants, performing bench presses.

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

Through the window, we see the COLONEL, standing outside IN the pouring rain, watching. We ZOOM slowly in on him as he watches, transfixed.

EXT. BURNHAM HOUSE - GARAGE - CONTINUOUS

His POV: LESTER finishes his last rep, straining, then racks the weights and sits up, sweaty and out of breath. He lights a half finished JOINT and inhales deeply, running his free hand over his chest... and then he glances at us, suddenly aware he's being watched.

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

LESTER and the COLONEL stare at each other Through the window.

INT. BURNHAM HOUSE - GARAGE - MOMENTS LATER

The rain is coming down IN sheets Now, and there is a sharp CLAP of THUNDER. We're directly outside the GARAGE DOOR as it slowly lifts to reveal Lester smiling at us.

LESTER Jesus, man. You're soaked.

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

LESTER pulls the COLONEL inside. the COLONEL moves stiffly and seems preoccupied, slightly disoriented.

LESTER You want me to get Ricky? He's up in Jane's room.

The COLONEL just stands there, looking at Lester.

LESTER (cont'd) You okay?

COLONEL (his voice thick)

LESTER Uh... Probably off fucking that dorky prince of real estate asshole. And you know what? (laughs) I don't care.

EXT. FREEWAY - CONTINUOUS

The MERCEDES-BENZ ML320 is parked IN the breakdown lane, its HAZARD LIGHTS BLINKING. Cars ZOOM past in the rain.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

Carolyn sits behind the wheel, holding her GLOCK 19, listening to a MOTIVATIONAL TAPE on the STEREO. Her PURSE lies open on the passenger seat.

TAPE VOICE ...only by taking full responsibility for your problems - and their solutions - will you break free from the constant cycle of victimhood. Remember: you are only a victim if you choose to be.

INT. BURNHAM HOUSE - GARAGE - CONTINUOUS

The COLONEL and LESTER, as before

COLONEL Your wife is with another man and you don't care.

LESTER Nope. Our marriage is just for show. It's a commercial, proving how normal we are, when we are anything but.

He grins... and So does the Colonel. LESTER realizes the Colonel is shivering.

LESTER (cont'd) Dude. You're shaking.

He places his hand on the Colonel's shoulder. The Colonel closes his eyes.

LESTER (cont'd) We really should get you out of these clothes.

COLONEL (a whisper) Yes...

He opens his eyes and looks at LESTER, his face Suddenly filled an anguished vulnerability we wouldn't have thought possible from him. His eyes are brimming with tears. Lester leans in, concerned.

LESTER It's okay.

COLONEL (hoarse) I...

LESTER (softly) Just tell me what you need.

The Colonel reaches up and places his hand on Lester's cheek... and then kisses him. Lester is momentarily stunned, and then he pushes the Colonel away. The Colonel's face crumples in shame.

LESTER (cont'd) Whoa. You got the wrong idea, pal. I do not go there.

The COLONEL stares at the floor, blinking, and then He turns and runs out the open garage door into the rainy night.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

Carolyn is at the wheel, as before. she Suddenly switches off the MOTIVATIONAL TAPE on the STEREO, her face resolute.

CAROLYN I refuse to be a victim.

She puts the Gun IN her PURSE, and pulls out into traffic.

INT. BURNHAM HOUSE - KITCHEN - CONTINUOUS

LESTER enters, still clad ONLY IN sweatpants, and opens the refrigerator and grabs a BEER. Suddenly we HEAR the opening strains of Etta James singing "AT LAST." Lester opens his beer and starts toward the family room.

INT. BURNER HOUSE - FAMILY ROOM - CONTINUOUS

His POV: as we move slowly around a corner, ANGELA comes into view, standing at the STEREO, holding a CD case. She looks up at us. She's been crying; her face is a little puffy, and her hair mussed. She regards us apprehensively... then puts on a slightly defiant smile.

ANGELA I hope you don't mind if I play the stereo...

LESTER leans against the wall and takes a swig OF his beer.

LESTER Not at all.

They stand there in silence; the atmosphere is charged.

ANGELA Jane and I had a fight. (after a beat) It was about you.

She's trying to be seductive as she says this, but she's pretty bad at it. Lester raises his eyebrows.

ANGELA (cont'd) She's mad at me because I said I think you're sexy.

LESTER grins. He is sexy.

ANGELA (cont'd) And she doesn't want anything to happen between us.

LESTER I'm not that interested in what she wants.

He takes ANOTHER swig OF beer, then moves toward her.

LESTER (cont'd) What you want, however... I wouldn't mind hearing about.

ANGELA I...

He reaches her, and takes the CD Case from her hands.

LESTER (offering his beer) Would you like a sip?

ANGELA Sure...

He holds the bottle UP to her mouth, and she drinks clumsily.

LESTER So... are you going to tell me? What you want?

ANGELA I don't know.

LESTER You don't know?

His face is very close to hers. She's unnerved - this is happening too fast...

ANGELA What do you want?

LESTER Are you kidding? I want you. (his voice husky) I've wanted you ever since I saw you.

He holds the beer UP to her lips again. she sips, and This time some dribbles down her chin. Lester gently wipes her chin with his fingertip, then licks the beer off it.

LESTER (cont'd) You're the most beautiful thing I've ever seen.

ANGELA You don't think I'm ordinary?

LESTER You couldn't be ordinary if you tried.

ANGELA Thank you.

ANGELA takes a deep breath just before LESTER leans IN to kiss her cheek, her forehead, her eyelids, her neck...

ANGELA (cont'd) (far away) I don't think there's anything worse than being ordinary...

And He kisses her on the lips.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

Carolyn drives, her face resolute.

CAROLYN I refuse to be a victim. I refuse to be a victim. I refuse to be a victim...

INT. BURNHAM HOUSE - FAMILY ROOM - MOMENTS LATER

Angela lays back on the couch as Lester moves in over her, unbuttoning her blouse'. She seems disconnected from what's happening - not fighting it, but not really taking part in it either. Lester pulls her blouse open, exposing her breasts. He kisses her neck and starts working his way down...

INT. BURNHAM HOUSE - JANE' S ROOM - CONTINUOUS

Ricky and Jane, fully clothed, lie curled up on Jane's bed.

JANE Are you scared?

RICKY I don't get scared.

JANE My parents will try to find me.

RICKY Mine won't. And I always figured I'd have to wait until I was twenty-one. (then) We could go further than New York. Chicago, L.A., Europe even.

JANE I've always wanted to go to Spain.

RICKY Let's do it. We're not living for anybody but ourselves. Not any more.

JANE smiles contentedly. RICKY strokes her hair.

JANE You really think we could have a normal life somewhere?

RICKY Yeah. We're totally free.

INT. BURNHAM HOUSE - FAMILY ROOM - CONTINUOUS

We're CLOSE on Lester and Angela, in profile, his face above hers. Her eyes are shut. Lester looks down at her, grinning, unable to believe he's actually about to do what he's dreamed of so many times... and then Angela opens her eyes and looks up at him.

ANGELA This is my first time.

Lester LAUGHS.

LESTER You're kidding.

ANGELA (a whisper) I'm sorry.

A beat. LESTER looks down at her, his grin fading.

His POV: ANGELA lies beneath us, Embarrassed and vulnerable. This is not the mythically carnal creature of Lester's fantasies; this is a nervous child.

ANGELA (cont'd) I still want to do it... I just thought I should tell you... you know, in case you wondered why I wasn't... better...

LESTER (compassionate) Aw honey.

He smiles and brushes a lock OF hair from her forehead. after a moment, she smiles back, shyly. He lingers above her, drinking in this vision of her... oh, man... and then he sighs and moves off of her. She looks bewildered.

ANGELA What's wrong?

LESTER gathers her clothes form the floor and hands them to her. Angela is stunned.

ANGELA (cont'd) I thought you said I was beautiful.

LESTER You are beautiful.

LESTER grabs a blanket from the BACK OF the couch and drapes it around her shoulders, covering her nakedness.

LESTER (cont'd) You're so beautiful... and I would be a very lucky man, but...

He smiles and shakes his head. Humiliated, she starts to cry.

ANGELA I feel so stupid...

LESTER Don't...

He hugs her, letting her put her head on his shoulder, stroking her hair and rocking her gently.

ANGELA I'm sorry.

LESTER takes her By the shoulders and looks at her, serious.

LESTER You have nothing to be sorry about.

But she keeps crying. LESTER hugs her again. we HEAR a loud CLAP of THUNDER outside.

LESTER (cont'd) It's okay... everything's okay...

EXT. ROBIN HOOD TRAIL - the same TIME

The MERCEDES-BENZ ML320 pulls onto ROBIN Hood Trail.

INT. MERCEDES-BENZ ML320 - CONTINUOUS

CLOSE on Carolyn's eyes, reflected in the REAR-VIEW MIRROR.

CAROLYN I refuse to be a victim...

IN the mirror, we see her turn her head.

Her POV: We're driving in SLOW MOTION past the Burnham house... the RED DOOR, illuminated by the craftsman-style PORCH LIGHT, stands out, even in the pouring rain.

EXT. ROBIN HOOD TRAIL - CONTINUOUS

CLOSE on ANGELA, eating a turkey sandwich.

ANGELA (mouth full) Wow. I was starving...

She's seated at the snack bar in the kitchen, once again fully dressed. From the TV in the next room, we can hear a sitcom's CANNED LAUGHTER.

LESTER, IN his sweatpants and a T-shirt, puts a jar OF mayonnaise back in the refrigerator, then crosses to the sink to rinse off a knife.

LESTER Want me to make you another one?

ANGELA No, no, no. I'm fine.

He turns to her and cocks an eyebrow.

LESTER (concerned) Really?

ANGELA Yes. Stop asking me that.

LESTER Okay, just checking.

He turns off the faucet and joins her at the snack bar. Angela reaches for the beer and takes a swig, then passes it to Lester. He takes it but doesn't drink.

ANGELA I mean, yeah, I'm still a little weirded but... (sincerely) ...but feel better. Thanks.

A long beat, as LESTER studies her, then:

LESTER How's Jane?

ANGELA What do you mean?

LESTER I mean, how's her life? Is she happy? Is she miserable? I'd like to know, and she'd die before she'd ever tell me about it.

ANGELA shifts uncomfortably. does she tell him about JANE and Ricky? Finally:

ANGELA She's...she's really happy. She thinks she's in love.

ANGELA rolls her eyes at how silly This is. LESTER just smiles.

LESTER (quietly) Good for her.

An awkward beat.

ANGELA How are you?

LESTER seems somewhat taken aback By This question.

LESTER (laughs) It's been a long time since anybody asked me that. I'm... (thinks about it) I'm great.

They just sit there, Smiling at each other, then:

ANGELA (suddenly) I have to go to the bathroom.

She jumps UP and crosses off. LESTER watches her go, then rubs his face, suddenly tired.

LESTER I'm great...

Something at the edge OF the snack bar Suddenly catches his eye, and he reaches for...

CLOSE on a framed PHOTOGRAPH as he picks it up: It's the same one we saw earlier of him, Carolyn, and a much-younger Jane, taken several years ago at an amusement park. It's startling how happy they look.

CLOSE on Lester as he studies the picture - he's spellbound, just as the Colonel was when looking at the photo of himself and the other young serviceman. We suddenly become aware of the SOUND of water DRIPPING. Pulled out of his reverie, Lester glances up at: WATER DRIPPING slowly from the KITCHEN faucet.

ANGLE ON Lester, in profile. He puts the photograph down, props his elbows on the snack bar, clasps his hands together and rests his chin on them, thinking. This almost gives him the appearance of praying, and he suddenly appears older, more mature... and then he smiles: the deep, satisfied smile of a man who just now understands the punch line of a joke he heard long ago...

After a beat, the barrel OF a Gun rises UP behind his head.

ANGLE on an arrangement OF fresh-cut ROSES IN a vase on the opposite counter, deep crimson against the WHITE TILE WALL. From the TV in the next room, we still hear CANNED LAUGHTER. Then a GUNSHOT suddenly rings out, ECHOING unnaturally. Instantly, the tile is sprayed with BLOOD, the same deep crimson as the roses. The CANNED LAUGHTER continues, and then the SOUND FADES as everything starts to BRIGHTEN, and the SCREEN GOES WHITE.

We HEAR a RUSH OF WIND.

FADE IN:

EXT. sky - DAY

We're FLYING, above a snowy white blanket of clouds. Lester comes into view below us, FLYING Superman-style. He's wearing the same old-fashioned PAJAMAS and plaid flannel ROBE he wore in his dream at the beginning.

LESTER (V.O.) They say your entire life flashes in front of your eyes when you die.

INT. BURNHAM HOUSE - JANE'S BEDROOM - NIGHT

We're looking down at Ricky and Jane, curled up on Jane's bed, the night of Lester's murder. We HEAR a GUNSHOT from downstairs. Ricky and Jane look at each other, alarmed.

LESTER (V.O.)

It's not really your entire life...

INT. BURNHAM HOUSE - POWDER ROOM - NIGHT

ANGELA stands IN front OF the mirror, brushing her hair. we HEAR the GUNSHOT again. Angela freezes, frightened.

LESTER It's just the moments that stood out...

EXT. BURNHAM HOUSE - NIGHT

We're MOVING slowly through the pouring rain toward the Burnham's RED FRONT DOOR...

A REVERSE ANGLE reveals Carolyn, walking slowly toward us, drenched to the bone, clutching her PURSE tightly.

LESTER (V.O.) And they're not the ones you'd expect, either...

INT. BURNHAM HOUSE - FOYER - NIGHT

RICKY comes down the stairs, followed By Jane. Finding nothing in the family room, he starts toward the kitchen.

Ricky's POV: Through the doorway, we see a slowly spreading POOL OF BLOOD on the WHITE TILE FLOOR beyond. MOVING closer, we see Lester's lifeless arm splayed across the floor, and a .44MAGNUM REVOLVER positioned on the floor next to it.

RICKY stares wide-eyed, But not afraid. behind him, JANE stands shaking, in shock.

JANE Oh God...

Ricky kneels next to the body, gazing reverently at what's left of Lester's face. A woman's high-pitched SCREAM suddenly cuts through the silence. Ricky looks up at: His POV: Carolyn stands in the doorway to the dining room, soaking wet, still clutching her PURSE.

CAROLYN (ashen) My kitchen...

Just then, we HEAR another high-pitched SCREAM:

ANGELA stands IN the doorway to the FAMILY ROOM, holding herself tightly. She starts to cry.

The pool of BLOOD spreads closer to the .44 MAGNUM. Ricky picks the gun up and moves it across the floor.

RICKY (after a beat) Man, I wish I had my video camera.

INT. FITTS HOUSE - COLONEL' S STUDY - NIGHT

The Colonel enters, still wet. He's wearing LATEX GLOVES. Flecks of BLOOD cover the front of his T-shirt. He paces nervously in front of one of his GUN CASES; the GLASS DOOR is open, and a gun is conspicuously missing from inside. The Colonel suddenly looks down at the BLOOD on his T-shirt. He pulls the shirt off and wads it into a ball.

LESTER (V.O.) The moments you remember are tiny ones, some you haven't thought of in years...

INT. BURNHAM HOUSE - MASTER BATHROOM - NIGHT

Carolyn enters, terrified, still clutching her PURSE. she shuts the door and locks it, then takes the GLOCK 19 out of her purse and shoves it into the LAUNDRY HAMPER, pushing it far down underneath the dirty clothes.

LESTER (V.O.) If you've thought of them at all...

INT. FITTS HOUSE - RICKY'S ROOM - NIGHT

The COLONEL, still wearing GLOVES, enters with a DUFFLEBAG. He starts stuffing Ricky's VIDEOCASSETTES into the bag.

LESTER (V.O.) But in the last second of your life, you remember them with astonishing clarity...

INT. BURNHAM HOUSE - KITCHEN - NIGHT

The POLICE have arrived. JANE and RICKY watch as a DETECTIVE wearing LATEX GLOVES picks up the .44 MAGNUM and places it in a PLASTIC BAG. Through the doorway1 we see into the family room where Detective Fleishman, whom we recognize from the beginning1 questions Angela, who can't stop crying.

LESTER (V.O.) Because they're just so... beautiful...

Carolyn enters, Having freshened UP and put on a little lipstick. She starts to make coffee.

LESTER (V.O.) (cont'd) ...that they must have been imprinted, on like a cellular level...

INT. FITTS HOUSE RICKY'S ROOM - DAY

The COLONEL stands IN the doorway watching as a DETECTIVE searching through Ricky's BUREAU DRAWERS discovers the FALSE BOTTOM and the bags of MARIJUANA beneath it.

LESTER (V.O.) For me it was, lying on my back at Boy Scout camp, watching falling stars...

EXT. WOODS - NIGHT

We FLASH on an image, in HIGH-CONTRAST BLACK & WHITE: eleven- year-old Lester looks up, point excitedly at: His POV: a single DOT OF light falls across an unbelievably starry sky...

On TELEVISION: LOCAL news SET - NIGHT

A LOCAL NEWSCASTER sits behind a desk, addressing us IN THAT earnest, stilted manner all local newscasters seem to have.

NEWSCASTER ... police have identified the suspect as nineteen-year-old Richard Anthony Fitts, an alleged drug dealer with a history of mental illness...

INT. POLICE STATION - INTERROGATION ROOM - DAY

RICKY sits at a table, being questioned By DETECTIVE Fleishman and another detective.

LESTER (V.O.) And yellow leaves from the ginkgo trees that lined our street...

EXT. suburban street - NIGHT

Again, we FLASH on an image, IN BLACK & WHITE: Ginkgo trees in autumn, and ghostly LEAVES FLUTTERING slowly toward pavement...

INT. FITTS HOUSE - RICKY'S ROOM - DAY

The Colonel sits on Ricky's bed in his bathrobe, holding a REMOTE. Beside him is a stack of HI-8 VIDEOCASSETTES. On the WIDE-SCREEN TV, we see Jane in Ricky's bed.

JANE ...Like he'd ever have a chance with her. What a lame-o. Somebody really should put him out of his misery.

On the TV: JANE plays with her hair, lost IN thought.

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

CLOSE on the Colonel's face, as he watches this.

JANE (O.C.) Yeah, would you?

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

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

INT. POLICE STATION - LOBBY - DAY

The same suburban POLICE STATION from the beginning. the Colonel enters, carrying a MANILA ENVELOPE. As he approaches the front desk, the uniformed clerk behind it looks up at him impassively.

INT. BURNHAM HOUSE - FOYER - DAY

Carolyn opens the front door to reveal Detective Fleishman, with a pained expression on his face.

LESTER (V.O.) Or my grandmother's hands, and the way her skin seemed like paper...

INT. suburban HOUSE - DAY

Another FLASH, in BLACK & WHITE: CLOSE on an ancient woman's papery HANDS as they button a cardigan sweater...

INT. BURNHAM HOUSE - JANE'S BEDROOM - MOMENTS LATER

JANE lies on her bed, staring at the ceiling. DETECTIVE Fleishman enters, looking at her gravely. Carolyn is behind him, crying, and Jane sits up, apprehensive.

LESTER (V.O.) And the first time I saw my cousin Tony's brand new GTO...

EXT. SUBURB - DAY

Another FLASH, in BLACK & WHITE: A 1968 PONTIAC GTO in the driveway of a suburban home. The SUN'S REFLECTION in the windshield FLASHES BRILLIANTLY...

EXT. NEWSSTAND - DAY

CLOSE on the cover OF the new York post, atop a stack OF papers at a NYC newsstand. On the first page is a grainy PICTURE of Jane in court. The HEADLINE screams: VIDEOTAPE SHOCKER! JANE PAID DAD'S KILLER WITH BABY-SITTING MONEY

ON TELEVISION: INT. COURTROOM - DAY

ANGELA is on the witness stand. at the lower right corner OF the screen is the JUSTICE TV logo.

ANGELA ...he was obsessed with like, dead things. Whenever he saw something dead, he'd film it on that stupid video camera. He said it was beautiful.

EXT. high SCHOOL CAMPUS - DAY

ON VIDEO: A dead BIRD lays on the asphalt, decomposing, covered with ants and flies. The camera JERKS up to discover Jane and Angela staring at us.

LESTER (V.O.) And the way I felt when Angela first smiled at me...

EXT. high SCHOOL gym - NIGHT

Another FLASH in BLACK & WHITE:

Lester's POV, from the. night he was first introduced to Angela: She looks at us and smiles.

INT. COURTROOM - DAY

JANE and her lawyers stand as the JURY FOREMAN reads the verdict.

JURY FOREMAN We find the defendant guilty of murder in the first degree.

CLOSE on Jane1 utterly unable to comprehend how her life is being taken away from her like this.

In the courtroom, Carolyn starts to WEEP. She's comforted by Leonard Kane, the Real Estate King.

LESTER (V.O.) Carolyn...

EXT. AMUSEMENT PARK - DAY

Another FLASH in BLACK & WHITE:

Carolyn sits across from us IN one OF those SPINNING-TEACUP RIDES, laughing uncontrollably as she twists the wheel in front of her, making us SPIN even faster...

ON TELEVISION: EXT. COURTHOUSE - DAY

The COLONEL stands on the steps OF a COURTHOUSE, surrounded by reporters thrusting MICROPHONES at him. Barbara stands at his side, smiling.

COLONEL I'm here to support my son. He's my son and I love him. No matter what he did.

He walks away stiffly. it takes BARBARA a moment to realize he's gone.

INT. COURTROOM - DAY

CLOSE on Ricky at the defendant's table, calm and composed.

DIFFERENT JURY FOREMAN (O.S.) ... find the defendant guilty of murder in the first degree.

Ricky smiles slightly but doesn't blink.

LESTER (V.O.) And Janie.

INT. BURNHAM HOUSE - NIGHT

Another FLASH in BLACK & WHITE:

7-YEAR-OLD JANE, dressed for Halloween in a princess costume, holds her mask in front of her face, peeking out from behind it, smiling at us shyly as Carolyn makes adjustments to her costume.

EXT. ROBIN HOOD TRAIL - DAY

The two Jims jog by in front of the Burnham House. A "FOR SALE" SIGN in the front lawn reads:

Contact LEONARD KANE/CAROLYN BURNHAM "The King & Queen of Real Estate Kane/BURNHAM REALTY 555-1957

INT. JUVENILE PRISON FACILITY - DAY

A DAY room. Guards keep watch on a GROUP OF TEENAGE GIRL inmates .Jane sits huddled in a corner, staring blankly into space, numb.

ON TELEVISION: EXT. CALIFORNIA BEACH - DAY

We're watching the credits for a Melrose Place-type TV SHOW. Angela, in a bikini, runs out of the surf toward us. The words "and ANGELA HAYES as Julie" appear SUPERIMPOSED over this.

LESTER (V.O.) And Carolyn's roses..

INT. BURNHAM HOUSE - KITCHEN - NIGHT

Another FLASH, in BLACK & WHITE:

LESTER'S POV, from the night he died: We're looking at fresh- cut ROSES in a vase on the kitchen counter.

INT. FITTS HOUSE - DEN - NIGHT

CLOSE on a fire, burning IN a fireplace. Suddenly, a PHOTOGRAPH drops onto the flaming logs. It's the Colonel's PHOTOGRAPH we saw earlier, of him and the other young serviceman standing in the front of a Jeep. It CRACKLES and blackens, and then it's gone.

The Colonel sits in a leather wing chair by the fireplace, staring into the fire. He looks older than before, and his eyes are blank, like Jane's.

INT. FITTS HOUSE - KITCHEN - DAY

BARBARA stands at an ironing board, ironing a WHITE T-shirt. She HUMS softly as she meticulously folds the T-shirt and places it atop a stack of equally obsessively folded clothing. She then reaches into a laundry basket and gets another T- SHIRT to iron...

CLOSE on her hands as she spreads the T-shirt out on the ironing board: it's FLECKED WITH DRIED BLOOD.

BARBARA stops HUMMING, confused. she stares at the shirt FOR a long beat, then glances around, opens a kitchen drawer and stuffs the T-shirt inside. She then resumes ironing, without humming.

INT. JAIL CELL - DAY

CLOSE on RICKY, staring at us, smiling. we HEAR WATER DRIPPING steadily. We start PULLING BACK...

RICKY (singing softly) AND IT REALLY DOESN'T MATTER IF I'M WRONG I'M RIGHT...

His POV: we ZOOM slowly toward the faucet as drops OF WATER gather at the tip, A FLASH OF LIGHT refracting through each one momentarily before it falls... as WE GET CLOSER, time seems to SLOW DOWN, an the last drop we see seems huge, a shining sphere filled with LIGHT...

And beauty...

RICKY (cont'd) WHERE I BELONG I'M RIGHT... WHERE I BELONG...

INT. BURNHAM HOUSE - FAMILY ROOM - NIGHT

Another FLASH in BLACK & WHITE:

Lester's POV, from the night he died: Angela's lying naked on the couch beneath us, embarrassed by her virginity.

ANGELA (a whisper) I'm sorry.

EXT. PARKING LOT - DAY

ON VIDEO: We're watching the video Ricky showed Jane earlier, of the empty white PLASTIC BAG being blown about. The wind carries it in a circle around us, sometimes whipping it about violently, or, without warning, sending it soaring skyward, then letting it float gracefully down to the ground...

LESTER (V.O.) I guess I could be pretty pissed of f about what happened to me... but it's hard to stay mad, when there's so much beauty in the world. Sometimes I feel like I'm seeing it all at once, and it's too much, my heart fills up like a balloon that's about to burst...

EXT. SKY - DAY

LESTER continues to FLY above the clouds, LAUGHING.

LESTER (V.O.) And then I remember to relax, and stop trying to hold on to it, and then it flows through me like rain and I can't feel anything but gratitude for every single moment of my stupid little life...

He's SOARING higher and higher...

LESTER (V.O.) (cont'd) You have no idea what I'm talking about, I'm sure... but don't worry...

And He SOARS out OF sight.

LESTER (V.O.) (cont'd) You will someday.

FADE to BLACK.