"MULHOLLAND DRIVE"

                                     Unproduced Pilot

                                            by

                                       David Lynch

                                         1/5/1999

                

               EXT. NIGHT - HOLLYWOOD HILLS, LOS ANGELES

               Darkness. Distant sounds of freeway traffic. Then the closer 
               sound of a car - its headlights illumine an oleander bush 
               and the limbs of an Eucalyptus tree. Then the headlights 
               turn - a street sign is suddenly brightly lit. The words on 
               the sign read... "Mulholland Drive." The car moves under the 
               sign as it turns and the words fall once again into darkness.

                                                                    CUT TO:

               EXT. NIGHT - MULHOLLAND DRIVE

               Gliding we follow the car - an older black Cadillac limousine - 
               as it winds its way up Mulholland Drive through the darkness 
               of the Hollywood Hills. There is no one else on the road. As 
               we drift closer to the car...

                                                                    CUT TO:

               INT. BLACK CADILLAC LIMOUSINE - NIGHT

               Two men in dark suits are sitting in the front seat. A 
               beautiful, younger, dark-haired woman sits in back. She sits 
               close up against the door and stares out into the darkness.  
               She seems to be thinking about something. Suddenly she turns 
               and looks ahead. The car is slowing and moving off to the 
               side of the road.

                                     DARK-HAIRED WOMAN
                         What are you doing? You don't stop 
                         here...

               The car stops - half on, half off the road at a dark, blind 
               curve. Both men turn to the woman.

                                     DRIVER
                         Get out of the car.

                                                                    CUT TO:

               EXT. FURTHER UP MULHOLLAND DRIVE - NIGHT

               Two cars - a convertible and a late model sedan are drag 
               racing toward the blind curve blocking the view of the 
               Cadillac limousine. The cars are filled with crazed teenagers. 
               Two girls are standing up through the sunroof of the sedan 
               screaming as their hair is whipped straight back.

               The cars are travelling so fast that they seem to almost 
               float as they fly with psychotic speed down both lanes of 
               Mulholland Drive.

                                                                    CUT TO:

               INT. EXT. - CADILLAC LIMOUSINE

               The driver, still in his seat, has a pistol with a silencer 
               attached pointing at the woman. The other man is getting out 
               of the car. The woman is clutching the seat and the door 
               handle as if trying to anchor herself. She is visibly afraid.  
               The man who got out of the car tries the woman's door, but 
               it is locked. He smiles as he reaches in through the front 
               door and unlocks her door. He opens her door. As he reaches 
               for her, the woman's face becomes flooded with light. Her 
               eyes dart to the front windshield. The driver, flooded with 
               light, turns just as the late model sedan slams into the 
               Cadillac limousine.

               There is an explosion of metal and glass amidst thunderous 
               tearing sounds as the two cars become one in death. The 
               convertible screams past with hardly a notice. The driver of 
               the limousine dies instantly as his body is jettisoned through 
               the windshield. The other man is torn as the cars screech 
               over him. The woman is brutally thrown into the back of the 
               front seats as a cloud of dust and flying rocks engulfs her. 
               The disastrous moving sculpture of the two cars wants to 
               climb up the hill, then stops and slides back toward the 
               road The Cadillac tips onto its side.

               Then all is silent. A fire erupts in the sedan and as the 
               dust clears we see the woman appear, then crawl out of the 
               Cadillac to the road. Her face is vacant. There is a bleeding 
               cut just above her forehead. She stands for a moment clutching 
               her purse - lost, then begins to walk as if in a trance across 
               Mulholland down through the bushes and into darkness.

                                                               DISSOLVE TO:

               EXT. HOLLYWOOD HILLS - LATER - NIGHT

               The woman slides down a hill through tangles of hostile desert 
               plants. Sirens can be heard in the distance. She crosses 
               through some trees and is suddenly confronted by a coyote 
               which snarls and leaps at her. She screams and strikes out 
               with her purse in self defense. The coyote backs away - 
               snarling. The woman then loses control and runs at the coyote 
               and it races off. She falls to the ground.

               We can hear the thunder of her heartbeat as the sirens grow 
               louder. She gets up and stumbles through the trees. When she 
               clears them she is standing overlooking all of Los Angeles 
               glowing down below. She clumsily starts down toward it.

                                                               DISSOLVE TO:

               HOLLYWOOD STREETS - LATER - NIGHT

               The woman slides down a dusty hill and finds herself at 
               Franklin Avenue. A car races by and its headlights flare on 
               her face. Her expression shows fear and panic. She doesn't 
               know where she is or where to go. She runs frantically across 
               the street. She moves quickly to a sidewalk which takes her 
               into a residential area.

                                                               DISSOLVE TO:

               EXT. HOLLYWOOD STREETS - LATER - NIGHT

               The woman crosses Sunset Boulevard. Coming up Sunset in the 
               distance is a police car with its sirens and lights going.  
               She hurries into the darkness of another residential area. A 
               car turns onto the street and comes toward her. She 
               instinctively moves behind a tree until it passes.

                                                               DISSOLVE TO:

               EXT. HOLLYWOOD STREETS - LATER - NIGHT

               As if being hunted in a foreign land the woman moves 
               desperately down another residential street. A drunken couple 
               round the corner up ahead and start up the sidewalk toward 
               her. She runs off the sidewalk and into the bushes in front 
               of an apartment building. The couple passes by without 
               noticing her. Feeling safe in these bushes her exhaustion 
               overtakes her and she lays her head down to sleep.

                                                               DISSOLVE TO:

               EXT. MULHOLLAND DRIVE - NIGHT

               Police, paramedics surround the wreckage. Two detectives, 
               HARRY MCKNIGHT and NEAL DOMGAARD (both mid 40's to 50), stare 
               at the remains of the two cars glowing white hot under the 
               crime scene lights. A coroner's van pulls out just after an 
               ambulance. The ambulance's siren begins to wail as it speeds 
               off. The coroner's van cruises slowly. Detective Harry 
               McKnight and Detective Neal Domgaard continue staring. They 
               do not look at each other. They are each motionless for a 
               long moment.

                                     DETECTIVE HARRY MCKNIGHT
                         You feel it?

                                     DETECTIVE NEAL DOMGAARD
                         Yeah.

               They continue to stare.

                                     DETECTIVE NEAL DOMGAARD
                         Sammy thinks the Caddy had stopped 
                         along the shoulder... man up the 
                         road said he saw two cars drag 
                         racin'... then you got that blind 
                         corner.

                                     DETECTIVE HARRY MCKNIGHT
                         Two men... two guns in the Caddy.

                                     DETECTIVE NEAL DOMGAARD
                         The boys found this on the floor in 
                         back of the Caddy.

               Neal holds up a plastic bag holding a pearl earring.

                                     DETECTIVE HARRY MCKNIGHT
                         Yeah, they showed me.

                                     DETECTIVE NEAL DOMGAARD
                         Could be unrelated.

                                     DETECTIVE HARRY MCKNIGHT
                         Could be... any of those dead kids 
                         wearin' pearl earrings?

                                     DETECTIVE NEAL DOMGAARD
                         No. Could be someone's missin' maybe.

                                     DETECTIVE HARRY MCKNIGHT
                         That's what I'm thinkin'.

               Detective Harry McKnight turns and crosses Mulholland. His 
               eyes move over each blade of grass at the shoulder - each 
               desert bush just beyond. He slowly raises his gaze to the 
               shining lights of Hollywood laying far below like a galaxy.  
               He looks out and wonders.

                                                                    CUT TO:

               EXT. HOLLYWOOD STREETS - EARLY DAWN

               The clang of a metal gate wakes the woman. It is just getting 
               light and she sees an older red-headed woman carrying a 
               suitcase to the curb where a cab stands waiting with its 
               trunk open. The cab driver appears with two suitcases which 
               he sets down next to the car. The red-headed woman and the 
               cab driver both go back through the iron gate. The woman in 
               the bushes pulls herself to the gate where she can peer into 
               the courtyard of this apartment building. She sees the red-
               headed woman and the cab driver go into an apartment and 
               come back out with more luggage.

               They leave the apartment door open. When the red-headed woman 
               and the cab driver reach the cab they both begin loading the 
               bags into the trunk and backseat. Their backs are to the 
               woman in the bushes who takes this opportunity to go quickly 
               into the courtyard and through the open apartment door.

                                                                    CUT TO:

               INT. APARTMENT - EARLY DAWN

               The woman comes into a living room where a single trunk 
               remains. She goes further into the apartment and crouches 
               down in a back corner of the kitchen. She listens as footsteps 
               come across the courtyard. She hears the red-headed woman 
               and the cab driver get the trunk. She hears them set it down 
               once they have it in the courtyard. She hears the steps of 
               the red-headed woman come back inside the apartment. She 
               hears the footsteps go all around the apartment and then she 
               hears the footsteps come toward the kitchen. Remaining frozen, 
               the dark-haired woman's eyes look up as the red- headed woman 
               walks right past her, grabs a set of keys off the kitchen 
               counter, then leaves the apartment. The woman can hear the 
               door being locked. She lets go, slides to the kitchen floor, 
               and passes out.

                                                                    CUT TO:

               INT. DENNY'S RESTAURANT, HOLLYWOOD - MORNING

               Two well-dressed men HERB and DAN (mid 30's) are sitting at 
               a table drinking coffee. Herb has finished eating his 
               breakfast, but Dan hasn't touched his bacon and eggs - he 
               appears too nervous to eat. A blonde waitress with a nameplate 
               saying "DIANE" lays the check on their table smiles, then 
               walks off.

                                     HERB
                         Why did you want to go to breakfast 
                         if you're not hungry?

                                     DAN
                         I just wanted to come here.

                                     HERB
                         To Denny's? I wasn't going to say 
                         anything, but why Denny's?

                                     DAN
                         This Denny's.

                                     HERB
                         Okay. Why this Denny's?

                                     DAN
                         It's kind of embarrassing but,

                                     HERB
                         Go ahead.

                                     DAN
                         I had a dream about this place.

                                     HERB
                         Oh boy.

                                     DAN
                         You see what I mean...

                                     HERB
                         Okay, so you had a dream about this 
                         place. Tell me.

                                     DAN
                         Well... it's the second one I've 
                         had, but they were both the same... 
                         they start out that I'm in here but 
                         it's not day or night. It's kinda 
                         half night, but it looks just like 
                         this except for the light, but I'm 
                         scared like I can't tell ya. Of all 
                         people you're standing right over 
                         there by that counter. You're in 
                         both dreams and you're scared. I get 
                         even more frightened when I see how 
                         afraid you are and then I realize 
                         what it is - there's a man... in 
                         back of this place. He's the one... 
                         he's the one that's doing it. I can 
                         see him through the wall. I can see 
                         his face and I hope I never see that 
                         face ever outside a dream.

               Herb stares at Dan to see if he will continue. Dan looks 
               around nervously, then stares at his uneaten food.

                                     DAN
                         That's it.

                                     HERB
                         So, you came to see if he's out there?

                                     DAN
                         To get rid of this god-awful feeling.

                                     HERB
                         Right then.

               Herb gets up, picks up the bill and goes to the cashier to 
               pay. Dan just sits.

               As Herb is paying the bill he looks over at Dan just as Dan 
               is turning to look at him. From Dan's point of view Herb is 
               standing in exactly the same spot as he stood in the dream. 
               Herb gets a strange feeling, turns back and finishes up with 
               the cashier. He motions for Dan to follow him. Dan rises 
               reluctantly and he and Herb make their way outside.

                                                                    CUT TO:

               EXT. DENNY'S

               Now Herb waits for Dan to lead the way.

                                     DAN
                         Around here.

               Dan takes Herb across the front of Denny's to a narrow 
               sidewalk that leads down the side toward the back.

               They begin walking down the narrow sidewalk - past a payphone. 
               Dan begins to sweat the nearer he gets to the rear corner of 
               the building. Red bricks glide by slowly.

               CLOSER ON DAN

               Beads of sweat cover his face. He finds it difficult to 
               breathe. Herb is just behind him unable to see the fear 
               overtaking his friend, but Herb can feel something himself.

               The red bricks moving by now are coming to an end - the corner 
               is coming closer - the corner is now very close.

               Suddenly a man - a face... a face dark and bum-like moves 
               quickly out from behind the corner and stops - freezes - 
               staring into Dan's eyes.

               Dan lurches back. All his breath is suddenly gone. He falls 
               back into Herb who tries to catch him as he's falling. Dan 
               hits the ground unable to breathe - his eyes wide with horror.

               Herb looks up - the man is gone. He looks down to Dan.

                                     HERB
                         Dan!... Dan! You all right?... Dan!

               He kneels down and studies his friend. He feels for a pulse 
               in the neck. He listens for breathing. His friend is dead.

                                     HERB
                         My God!

                                                               DISSOLVE TO:

               EXT. LAX AIRPORT - DAY

               The airport sits in blinding sunlight and veiled with smog.  
               A big jet lands.

                                                                    CUT TO:

               INT. LAX AIRPORT

               A blonde girl walking with an old woman approaches us. As 
               the blonde's face fills the screen we move with her and stay 
               with her as she goes. Her face is bright and her eyes move 
               here and there taking in everything. She can hardly believe 
               she's in Los Angeles - the City of Dreams. She and the old 
               woman pass under a sign which reads "WELCOME TO LOS ANGELES." 
               The girl smiles and looks around excited by every detail.

                                                                    CUT TO:

               EXT. LAX AIRPORT

               The girl and the old lady exit the terminal with their bags. 
               An older gentleman has joined the old lady. They stop at the 
               taxicab stand. The old lady takes the blonde girl's hand.

                                     OLD LADY
                         It's time to say goodbye, Betty. 
                         It's been so nice traveling with 
                         you.

                                     BETTY
                         Thank you, Irene. I was so excited 
                         and nervous. It was sure great to 
                         have you to talk to.

                                     IRENE
                         Now, remember I'll be watching for 
                         you on the big screen.

                                     BETTY
                              (smiling)
                         Okay Irene. Won't that be the day.

                                     IRENE
                         The best of luck to you, Betty. Take 
                         care of yourself and be careful.

                                     BETTY
                         Okay I will. Thanks again.

               Betty and Irene give each other a hug. The old gentleman 
               nods to Betty and takes Irene off. Betty smiles after them.  
               Suddenly someone is grabbing her bags. She turns abruptly to 
               find she is next in line and her cab is waiting. She turns 
               once more and waves at Irene as her bags are loaded into the 
               trunk of the cab.

                                     CAB DRIVER
                         Where to?

                                     BETTY
                              (smiling excitedly)
                         1612 Havenhurst.

                                     CAB DRIVER
                         Got it!

               They get into the cab and close their doors. The cab pulls 
               away.

                                                                    CUT TO:

               EXT. STREETS - LOS ANGELES - DAY

               Betty goes from the right side of the cab to the left side 
               of the cab looking at every building, tree and sign. Each 
               street sign seems to be magical to her and she says the names 
               to herself as they pass by. She sees La Tijera, La Cienega, 
               Venice Boulevard, Pico Boulevard, Olympic Boulevard, Wilshire 
               Boulevard, etc., etc. until they reach Fountain and turn 
               right. Betty's heart is pounding when she sees Havenhurst 
               and the cab turns left. In the middle of the block on the 
               right the cab pulls over and stops. Betty sees her new home... 
               an ancient, gorgeous courtyard apartment building, built 
               during the golden age of cinema.

                                                                    CUT TO:

               EXT. 1612 HAVENHURST

               The cab driver puts Betty's bags down on the sidewalk next 
               to her. She can barely stop looking at the building long 
               enough to pay the cab driver who then goes off and drives 
               away. Betty picks up her bags and enters, as if in a dream, 
               through an ornate iron gate to a courtyard with a beautiful 
               working fountain at its center. A sign on a door to her right 
               reads Manager and she rings the bell.

               An older, once very beautiful, woman wearing heavy make-up 
               and smoking a cigarette in a silver holder opens the door. 
               An unbelievable raspy voice comes out through the dark screen 
               of the still closed screen door.

                                     MANAGER
                         Hi there... ten bucks says you're 
                         Betty.

                                     BETTY
                         I am, Mrs. Lanois. It is Mrs. Lanois 
                         isn't it?

                                     MRS. LANOIS
                         In all my living glory, baby.

                                     BETTY
                         Pleased to meet you.

                                     MRS. LANOIS
                         You can call me Coco... everybody 
                         does. Stay there, I'll get the key.

                                     BETTY
                         Okay, Coco.

               Coco returns with the key and opens the screen door inhaling 
               a huge drag off her cigarette. She starts off into the 
               courtyard and Betty picks up her bags and follows. As Coco 
               speaks smoke comes out of her with every word.

                                     COCO
                         I guess it was your grandfather, was 
                         it... he called me to check in, said 
                         you were on your way and for you to 
                         call when you get in. Nice man... 
                         farmer I hear.

                                     BETTY
                         Yes, he is. He raises corn.

                                     COCO
                         Damn lot of corn raised in Hollywood 
                         these days too.

                                     BETTY
                         Well, I...

                                     COCO
                         You don't have to tell me. It's 
                         written all over that pretty face of 
                         yours... You came here to be an 
                         actress. I just hope you'll remember 
                         there's never been a great poem called 
                         "tits and ass."

                                     BETTY
                         I...

                                     COCO
                         You probably don't remember her, but 
                         Louise Bonner lives right over there 
                         in number 29. When she isn't drunk 
                         she runs a damn good acting class.

                                     BETTY
                         Have many famous actors and actresses 
                         lived here? I was meaning to ask you 
                         that.

                                     COCO
                         Honey, all the great ones came through 
                         here at one time or another.

               A haunting music begins to swell.

                                     COCO
                         People say in the springtime when 
                         the wind blows the smell of the 
                         jasmine you can still feel the 
                         presence of everyone of them.

                                     BETTY
                         I guess I've come to quite a place.

                                     COCO
                         Sweetheart, you don't know the half 
                         of it.

               The music fades.

               Coco looks down suddenly. On the cobblestone courtyard in 
               front of her she sees a fresh product of waste from a dog.  
               She angrily turns up to an apartment on the second level.

                                     COCO
                              (yelling up)
                         WILKINS!...
                              (no answer)
                         ...THAT DOG CRAPS ONCE MORE OUT HERE 
                         AND I'LL BAKE HIS BUTT FOR BREAKFAST!!

               Coco turns back to Betty.

                                     COCO
                         You don't have pets do you?

                                     BETTY
                         No, I don't.

                                     COCO
                         That's good. They're allowed, but I 
                         don't like 'em... for obvious reasons. 
                         One man used to live here that had a 
                         prize fighting kangaroo. You wouldn't 
                         believe what that kangaroo did to 
                         this courtyard... let's see your 
                         Aunt's apartment... it's a good one.

                                     BETTY
                         I can hardly wait, Coco.

                                                                    CUT TO:

               INT. APARTMENT - BEDROOM

               The dirty and torn black cocktail dress of the dark-haired 
               woman along with her shoes, purse and undergarments are in a 
               pile in the bedroom. We drift off them toward the bathroom 
               where the dark-haired woman can be seen showering through 
               rippled glass. There's the sound of a door opening. We see a 
               movement through the glass and the shower goes off instantly. 
               We can hear the dark-haired woman's frightened breathing as 
               she waits frozen listening.

                                                                    CUT TO:

               INT. APARTMENT  LIVING ROOM

               Betty enters, thrilled with what she sees. The apartment is 
               filled with movie memorabilia, deco furniture, oriental rugs, 
               brass floor lamps and a massive tiled fireplace. She sets 
               her bags down and stares.

                                     BETTY
                         It's unbelievable!

                                     COCO
                         I told ya.

                                     BETTY
                         Wow!

                                     COCO
                         Now I guess you and your Aunt have 
                         an understanding. So here's the key 
                         and you need anything, just give a 
                         holler.
                              (Coco hands Betty the 
                              key)
                         Everybody in this building's pretty 
                         much okay with me or they wouldn't 
                         be here. If you want, later I'll 
                         introduce you around. No hard feelings 
                         if you don't, and don't forget the 
                         rooftop garden. It's just up the 
                         stairs we passed. It's open to all 
                         the tenants. You can see the Hollywood 
                         sign from there.

                                     BETTY
                         Oh Coco thank you. Thank you so much.

                                     COCO
                         You got it! See you later honey.

               Coco leaves and closes the door behind her. Betty begins to 
               explore the apartment. After walking a circle in the living 
               room she passes through the kitchen. She moves down a hallway 
               looking at paintings and posters. She goes into the bedroom. 
               She smiles when she sees the bed which has a huge ornately 
               carved head and foot board. She notices the soiled dress on 
               the floor and she frowns as she looks closer. She stands 
               back up, shrugs and goes into the bathroom which has all the 
               original thirties fixtures damndest floor to ceiling tiles. 
               As she goes toward the sink she smiles to herself in the 
               mirror above it. Suddenly something catches her eye and she 
               opens the shower stall. There before her is the naked, 
               beautiful dark-haired woman.

                                     BETTY
                         Oh my!

               She quickly closes the shower door.

                                     BETTY
                         I'm sorry. My Aunt... Ruth didn't 
                         tell me someone was going to be here. 
                         I'm so sorry.

                                     DARK-HAIRED WOMAN
                         That's okay.

                                     BETTY
                         I'm Ruth's niece. My name's Betty. 
                         I'm sure she told you I was coming.

               There's a silence.

                                     DARK-HAIRED WOMAN
                         There was an accident. I came here.

                                     BETTY
                         I understand. I saw the dress. I... 
                         I'm sorry. Are you all right?

               There is another silence.

                                     BETTY
                         What happened?

                                     DARK-HAIRED WOMAN
                         A car... a car accident.

                                     BETTY
                         Are you okay?

                                     DARK-HAIRED WOMAN
                         I think so. I was just taking a 
                         shower.

                                     BETTY
                         Oh my god. I'm sorry. I'll let you 
                         get back to that. I'm going to get 
                         unpacked.

               Betty goes to the bathroom door and is closing it when she 
               stops and looks back in.

                                     BETTY
                         What's your name?

               We see a close-up of the dark-haired woman. We see her eyes 
               widen with a kind of fear. She's frantically thinking - 
               searching her mind for an answer.

                                     BETTY
                         I'm sorry. I'll get out of here and 
                         we can talk later.

                                                                    CUT TO:

               INT. APARTMENT BEDROOM

               Betty is unpacking in the bedroom and putting her belongings 
               in the closet and the dresser drawers. Many of her Aunt's 
               things are still there.

                                                                    CUT TO:

               INT.  APARTMENT BATHROOM

               The dark-haired woman is looking at herself in the mirror.  
               She turns and begins looking around the bathroom at shampoos, 
               cosmetics, until her eyes fall on a poster of "Gilda" starring 
               Rita Hayworth.

                                                                    CUT TO:

               INT. APARTMENT BEDROOM

               The bathroom door opens and the dark-haired woman comes out 
               wrapped in a towel. She's drying her hair with another. She 
               and Betty stare at one another.

                                     DARK-HAIRED WOMAN
                         My name is Rita.

                                     BETTY
                         Hi... do you work with my Aunt?

                                     RITA
                         No... I...

                                     BETTY
                         I... I mean... I... it's none of my 
                         business.

                                     RITA
                         She has pretty red hair... she is 
                         very kind I think.

                                     BETTY
                         She sure is. She's letting me stay 
                         here while she's working on a movie 
                         that's being made in Canada, but I 
                         guess you know that.  I couldn't 
                         afford a place like this in a million 
                         years. Unless of course I'm discovered 
                         and become a movie star. Of course, 
                         I'd rather be known as a great actress 
                         than a movie star, but sometimes 
                         people end up being both and that 
                         is, I guess you'd say, sort of why I 
                         came here. I'm sorry, I'm just so 
                         excited to be here..I mean I just 
                         came here from Iowa and now I'm in 
                         this dream place. You can imagine 
                         how I feel.

                                     RITA
                         I think I've been hurt.

                                     BETTY
                         Oh...

               Betty goes to Rita.

                                     BETTY
                         Sit down...

               Betty sits Rita on the bed. She leans down and looks at her 
               head and face.

                                     BETTY
                         Where were you hurt?

               Rita motions to her head above her forehead. Betty looks 
               through her hair and finds her wound which has stopped 
               bleeding but is surrounded by a very large blue black 
               bruising.

                                     BETTY
                         We should get a doctor.

                                     RITA
                         No.

                                     BETTY
                         But, this could be serious.

                                     RITA
                         No... I need to sleep.

                                     BETTY
                         If you have a concussion you shouldn't 
                         sleep.

                                     RITA
                         It will be okay if I sleep. I need 
                         to lie down and sleep.

                                     BETTY
                         All right, but... I'm going to check 
                         on you.

               Rita lies down and is instantly asleep. Betty leans over her 
               and listens to her breathing. She gets a blanket and drapes 
               it over the beautiful sleeping Rita, then leaves the room.

                                                                    CUT TO:

               EXT. DOWNTOWN LOS ANGELES - LOW RENT OFFICE BUILDING - DAY

               The street level of the office building is filthy and houses 
               stores selling racks of cheap toys. Up above we see office 
               windows and a big sign saying "Office Space For Rent" along 
               with a telephone number to call. We drift in toward one of 
               the windows on the sixth floor.

                                                                    CUT TO:

               INT. OFFICE ON SIXTH FLOOR

               Two men are in the room, JOE and ED. Joe leans up against a 
               rack of filing cabinets. He is in his late twenties. He looks 
               like a run down, heavy metal rocker - wears a blue denim 
               shirt open, T-shirt underneath, black denim jeans and 
               motorcycle boots. His black belt has silver studs. He's 
               smoking a cigarette and is laughing at something the man at 
               the desk has said. His laugh is easy and his grin is 
               infectious.

               The man at the desk, Ed, wears a clean, crisp black suit, 
               like a business man's but unlike a business man his blonde 
               hair is long enough to go over his shoulders.

                                     JOE
                         So man, that's unheard of... an 
                         accident like that... who coulda 
                         foreseen that.

                                     ED
                         Unreal... so, you're looking good. 
                         Whatcha doin' these days?

                                     JOE
                         Well, not much Ed. Just doin' some 
                         stuff for this guy.

                                     ED
                         Making ends meet, huh.

                                     JOE
                         Hardly.

                                     ED
                         Yeah, look at my digs... times are 
                         tough.

                                     JOE
                         Oh, things aren't so bad. Gee, I 
                         hope you're not goin' to get in any 
                         trouble.

                                     ED
                         It was just a thing. The story made 
                         you laugh.

                                     JOE
                         Yeah, that's a funny story.

               Looking like he's rubbing the small of his back Joe moves 
               over to Ed at his desk. Joe looks down to the surface of the 
               desk - to a small worn black book.

                                     JOE
                         So, there it is... Ed's famous black 
                         book.

                                     ED
                         Yeah, the history of the world in 
                         phone numbers.

               Joe's hand still at the small of his back moves into view 
               holding a silenced pistol and in one swift move reaches out 
               and fires a hole through Ed's temple - blowing Ed's brains 
               out across the desk, carpet and wall. Ed's head bangs down 
               on the desk, then is still save the leaking of blood from 
               the wounds. Joe flips his finished cigarette out the open 
               window behind Ed's desk, wipes the gun clean with a 
               handkerchief and places the cleaned gun in Ed's right hand. 
               He places Ed's right forefinger gently onto the trigger. As 
               he puts the finger on the trigger he presses a little too 
               hard and the gun goes off. The bullet shoots out and 
               penetrates the cheap wall at the far end of Ed's office. Joe 
               hears a muffled scream.

                                     JOE
                              (disgusted with himself)
                         Oh... man!

               With a sense of "just more stuff I got to do" Joe moves slowly 
               and begrudgingly out of Ed's office, checks the corridor and 
               goes toward the screaming which still persists. He opens up 
               the office door next to Ed's and finds a heavy set woman 
               screaming bloody murder as she is grabbing her buttock and 
               lower back. He sighs and walks over to her and cups his hand 
               tightly around her mouth to squelch the screaming. Wide-eyed, 
               she tries to fight him off and he begins dragging her out of 
               her office. Joe's foot catches on a computer cable clumsily 
               taped across the floor and he falls backwards bringing the 
               heavy woman down with a bone-crushing blow on top of him. 
               The woman begins beating his face with her meaty fists. Joe 
               snaps her head back, instantly stilling her violent activity. 
               He wrestles the stunned heavyweight back to her feet and out 
               her door. He pushes and pulls her into Ed's office. Just 
               before they enter, Joe notices a man with a vacuum cleaner 
               watching him from the far end of the corridor. He stops and 
               calls to the man.

                                     JOE
                         Hey man. She's hurt bad. Get down 
                         here and use the phone. Help me out. 
                         You gotta call the hospital.

               The man hesitates... not sure if this jives with what he's 
               seeing.

                                     JOE
                         I mean it! Get down here quick! She's 
                         hurt and I can't do everything myself, 
                         man.

               Joe pushes the woman inside Ed's office, throws a glance 
               back down the corridor and sees the man is on his way to 
               him, pushing his industrial vacuum and trailing a 200 ft. 
               long thick black cord as he goes. Joe goes in to Ed's office 
               with the woman. He throws her down on the floor in line 
               between Ed's desk and the bullet hole in the wall. She starts 
               screaming immediately and struggles to get up. Joe grabs the 
               pistol from Ed's dead hand and lifts it to fire, but the 
               woman has turned around and is almost standing.

                                     JOE
                         No, no, no. You gotta be turned 
                         around.

               He goes to her, slaps her hard in the face and spins her 
               around. Before she can turn again Joe races back to place 
               himself in the proper line at Ed's desk and quickly fires 
               two silenced shots into the back of her head. The man with 
               the vacuum enters. His eyes begin to widen in reaction to 
               the scene. Just then Joe fires a bullet into the man's chest.  
               The man inadvertently flicks on the vacuum cleaner as his 
               hands rush up to the wound. As the vacuum cleaner whines Joe 
               rushes to the man before the man falls back out into the 
               corridor. He pulls him into the room - the man moaning and 
               clutching his chest, starting to collapse. Joe releases him 
               and the man goes down. The vacuum cleaner seems to be 
               screeching now in the threshold. Joe fires the last bullet 
               into the heavy duty vacuum cleaner. The bullet shorts out 
               the internal wiring of the vacuum. That in turn blows the 
               building's circuit breaker and all the lights go out.

                                     JOE
                              (disgusted with himself)
                         Oh... man!

               Now he hears voices - voices moving into the corridor.

                                     VOICES
                         What the hell.... what happened? 
                         What's this cord doing here? 
                         It's the vacuum. 
                         It's the vacuum what did it.

               Joe cleans the pistol once again and places it back in Eddie's 
               hand - Eddie's finger on the trigger. Joe picks up the black 
               book - turns and makes his escape by going out the office 
               window and quickly descending the rusty fire escape.

                                                                    CUT TO:

               INT. CONFERENCE ROOM - CENTURY CITY BUILDING - DAY

               We see three men sitting at a conference table RAYMOND (RAY) 
               HOTT - president of production, wearing a crisp blue suit, 
               VINCENT DARBY - senior vice-president, wearing a crisp green 
               suit and ROBERT SMITH - talent manager, wearing a crisp brown 
               suit. Ray and Mr. Darby sit at the head of the table and 
               Robert Smith sits along the side. A younger man - ADAM KESHER 
               enters and sits down, with an arrogant nonchalance, next to 
               Robert Smith. Adam is dressed in a frumpy old fashioned plaid 
               shirt, worn jacket, dark blue cotton slacks, and a pair of 
               old brown wing tips. As he sits he is holding and twirling a 
               vintage "7-iron" golf club.

                                     ADAM
                         So what's the problem?

                                     RAY
                         There is no problem.

                                     ADAM
                         So why did you idiots bring me 
                         here?... I'm in the middle of making 
                         a picture.

               Silence for a moment. A man enters through a rear door and 
               whispers something to Mr. Darby and shows him something on a 
               piece of paper. Mr. Darby studies the piece of paper.

                                     MR. DARBY
                              (to man who entered)
                         What was it last time?

               The man who entered points to something on the paper.

                                     MR. DARBY
                         Okay, let's try the next one.

               The man nods and leaves.

                                     RAY
                         He isn't gonna like it.

                                     MR. DARBY
                         We'll see.

                                     ADAM
                         Hello... who're we talkin' about 
                         here?

               Robert Smith shuffles nervously in his chair next to Adam.

                                     ROBERT SMITH
                         You see Adam... there are some 
                         suggestions which are to be brought 
                         forward... and I know you said you 
                         would entertain suggestions and that's 
                         all anybody here is asking you to 
                         do.

                                     ADAM
                         What're you talking about?

                                     ROBERT SMITH
                         An open mind... You're in the process 
                         of re-casting your lead actress and 
                         I'm...
                              (looks around)
                         We're asking you to keep an open 
                         mind.

                                                                    CUT TO:

               EXT. CENTURY CITY - DAY

               Before us is a huge modern office building of glass and steel. 
               Two men in dark suits have exited a large limousine and are 
               walking up into the building. We drift up the facade, higher 
               and higher moving in toward the top of the building.

                                                               DISSOLVE TO:

               INT. OFFICE BUILDING - DAY

               The men exit an elevator and move through a lobby where a 
               plaque beneath an enormous bronze sculpture reads "Ryan 
               Entertainment". Gliding we travel behind the two men down a 
               wide, carpeted hallway with blonde wood and glass on each 
               side. They enter through two large blonde wooden doors to 
               the conference room.

                                                                    CUT TO:

               INT. CONFERENCE ROOM - DAY

               The men in dark suits go in as if they owned the place. Ray, 
               Mr. Darby and Robert Smith stand immediately. Adam remains 
               seated. Mr. Darby is the only one near enough to attempt a 
               hand shake, but when he offers his hand it is not taken. The 
               men in dark suits sit down without wasting a movement and 
               without acknowledging anyone. One of the men in a dark suit 
               opens a briefcase. Ray has been trying to make introductions.

                                     RAY
                         Ah... the Castigliane brothers. Let 
                         me introduce you around... please... 
                         sit down.
                              (after they've already 
                              seated themselves)
                         ...this is Mr. Darby whom you know 
                         and this is the director Adam Kesher 
                         and his manager Robert Smith.

               The Castigliane brothers do not acknowledge any of this, 
               however, during the introductions the one with the briefcase 
               removes a photo of a girl and sets it in front of Ray.

                                     RAY
                         Ah... she's very pretty.

               We see the photo of the girl - of a nice looking blonde - 
               someone we've never seen before. Adam looks like he doesn't 
               know what's going on and he's getting upset about not knowing. 
               His manager, Robert Smith, is beginning to see the makings 
               of a confrontation - he's starting to panic.

                                     MR. DARBY
                              (referring to 
                              Castigliane brothers)
                         May I offer you gentlemen anything?

                                     LUIGI CASTIGLIANE
                         Espresso.

                                     VINCENZO CASTIGLIANE
                         Nothing.

                                     ADAM
                         Uh  what's the photo for?

                                     MR. DARBY
                              (picking up phone and 
                              speaking)
                         One espresso... no, that's it.
                              (sets phone down - 
                              addresses Castigliane 
                              brothers)
                         I think you're going to enjoy your 
                         espresso this time... I've been doing 
                         quite a bit of research knowing how 
                         hard you are to please... this one 
                         comes highly recommended.

                                     ADAM
                         What's the photo for?

                                     RAY
                              (to Adam)
                         A recommendation... a recommendation 
                         to you Adam.

                                     VINCENZO CASTIGLIANE
                         Not a recommendation.

                                     LUIGI CASTIGLIANE
                         This is the girl.

                                     ADAM
                         What girl? For what? What is this 
                         Ray?

               Ray, still standing with a forced smile, turns to the 
               Castigliane brothers.

                                     RAY
                         We'd be happy to put her in the pile 
                         for considerations... you'd be pleased 
                         to know there's quite a lot of 
                         interest in this role.

                                     ADAM
                         Interest?! There's six of the top 
                         actresses that want this thing.

                                     LUIGI CASTIGLIANE
                         This is the girl.

                                     ADAM
                         Ray... you better take care of this.

                                     ROBERT SMITH
                         Hold on... hold on, Adam.

                                     ADAM
                         Hold on!!!!!!!! There's no way, 
                         there's no way!!!

               Luigi Castigliane's espresso is brought in by the man who 
               had been in earlier. The man sets the espresso down in front 
               of Luigi and takes a step back. The room becomes silent - 
               watching the Espresso Man and Luigi. Without looking up Luigi 
               speaks softly.

                                     LUIGI CASTIGLIANE
                         Napkin.

                                     ESPRESSO MAN
                              (leading forward to 
                              hear)
                         Pardon?

                                     LUIGI CASTIGLIANE
                         Napkin.

                                     ESPRESSO MAN
                         Of course. Excuse me.

               The Espresso Man leaves the room. Luigi looks at the espresso. 
               Vincenzo stares at Adam.

               Adam is doing his best to stare down Vincenzo. The Espresso 
               man returns with a cloth napkin and lays it down next to the 
               espresso.

                                     ESPRESSO MAN
                         Will that be all, Sir?

               Luigi doesn't answer and after a moment of standing very 
               still waiting, the Espresso Man turns and leaves the room.

               Adam is stared down by Vincenzo and averts his eyes to the 
               espresso cup. He looks around at Ray and Mr. Darby - seeing 
               them stare at the espresso cup.

               Vincenzo keeps staring at Adam.

               Luigi picks up the napkin and holds it in his left hand.  
               With his right hand he lifts the espresso cup and places it 
               above the napkin. He brings the cup and napkin to his mouth. 
               He takes a sip of espresso. A small fleeting expression forms 
               on Luigi's impassive face as if for one millisecond he is 
               going to vomit. His mouth opens and he allows the espresso 
               to fall and dribble onto the napkin. He pushes any remaining 
               espresso in his mouth out with his tongue. He holds it in 
               that position for a moment.

                                     LUIGI CASTIGLIANE
                         Is shit!

               Luigi Castigliane stands up.

                                     RAY
                         I'm sorry. That was a highly 
                         recommended...

                                     MR. DARBY
                         That's considered one of the finest 
                         espressos in the world, sir.

               Luigi just stands there. A small thread on his left suit 
               jacket pocket catches his attention and he smooths it back 
               into the fabric. Vincenzo closes his briefcase, takes out a 
               handkerchief and cleans his nose - then stands, placing the 
               handkerchief back in his pocket.

                                     ADAM
                         Wait a minute!! What's going on here?

               Vincenzo just stares toward Adam as if he's not even there.

                                     ADAM
                         There's no way that girl is in my 
                         movie!

               Silence.

                                     LUIGI CASTIGLIANE
                         That is the girl.

               The Castigliane brothers begin to leave. Adam stands up 
               trembling with anger.

                                     ADAM
                         Hey!!!!! That girl is not in my 
                         film!!!

                                     VINCENZO CASTIGLIANE
                         It is no longer your film.

               Adam turns white and stands very still as this sinks in. The 
               Castigliane brothers leave. As the big blonde wood doors 
               close behind them Adam starts to boil.

                                     ADAM
                              (screaming)
                         You'd better fix this, Ray!!!

                                     RAY
                         I'll speak to someone.

                                     ADAM
                              (turning to his manager)
                         And you'd better speak to someone 
                         too... or find yourself another 
                         client!! This smells like a set-up 
                         to me!
                              (back to Ray)
                         And by the way, Ray, I don't know 
                         who these guys are kidding, but every 
                         foot of film I've shot is in a vault 
                         at the lab that only I can access. 
                         No one's getting that film!!

                                     ROBERT SMITH
                         This is a catastrophe...
                              (turning toward Ray)
                         you told me they might insist on a 
                         girl, that's all.

                                     ADAM
                         Why didn't you tell me, Robert? That's 
                         what I mean... you set me up! I woulda 
                         never come here.
                              (standing)
                         I'm leaving. I'm a director you don't 
                         want to lose... you guys better fix 
                         this!!

               Adam storms out of the room.

                                     RAY
                              (standing)
                         Well... I didn't know that was going 
                         to happen.

                                                                    CUT TO:

               EXTERIOR - OFFICE BUILDING - CENTURY CITY - DAY

               Adam exits the building carrying his 7-iron. An attendant 
               takes his valet parking ticket. While Adam, still fuming, 
               waits for his car he notices the big limo standing off to 
               one side. He stares at the car and the huge limo driver 
               leaning up against the front driver's side door.

               Adam's car arrives - a late model Porsche. Before Adam gets 
               into his car he addresses the attendant.

                                     ADAM
                         Did the Castigliane brothers get out 
                         of that limo?

                                     ATTENDANT
                         They two guys in dark suits?

               Adam nods and walks over to the limo. The limo driver eyes 
               him and his 7-iron suspiciously.

                                     ADAM
                         Castigliane brothers?

                                     LIMO DRIVER
                         Beat it!

                                     ADAM
                         O.K.

               Adam raises his 7-iron and smashes out the limo's windshield.  
               He whacks two big dents in the hood, then smashes out a 
               headlight. The limo driver starts towards him. Adam laughs, 
               runs to his car and takes off.

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT - LATER DAY

               Betty is stretched out on the big leather couch in the living 
               room. A half eaten sandwich and chips are on a plate on the 
               coffee table next to her. She is talking on the phone.

                                     BETTY
                         No Grandpa, you wouldn't believe it. 
                         It's more beautiful than I ever 
                         Dreamed... no she left me a lot of 
                         food. The refrigerator's full... 
                         Aunt Ruthie said she'd call me when 
                         she got settled... it was real smooth. 
                         I sat next to a lady who gave up her 
                         first class seat to a boy with a 
                         broken leg. She was so nice to me. 
                         She invited me to her house sometime. 
                         It's in Bel Air which is a place 
                         where people have a lot of money... 
                         I will. Everybody's telling me to be 
                         careful, but I sure love it here 
                         Grandpa. Thank you for helping me 
                         get here... yeah, it's long distance. 
                         I love you. Say hello to Grams. Give 
                         her a big kiss for me. Okay, I love 
                         you Grandpa... bye.

               Betty hangs up the phone, takes a big bite of her sandwich 
               and lays flat out on the couch, chewing and smiling up at 
               the ceiling. She suddenly remembers Rita and her promise to 
               look in on her. She gets off the couch and goes into the 
               bedroom.

                                                                    CUT TO:

               INT. BEDROOM - DAY

               Rita is still asleep when she enters. She leans down and 
               finds Rita breathing normally. She feels her forehead. 
               Satisfied that all is well, Betty quietly leaves the bedroom.

                                                                    CUT TO:

               INT. - EXT. APARTMENT - DAY

               Betty rinses her dishes in the kitchen sink and pours herself 
               a cup of coffee. She takes the coffee outside to the courtyard - 
               to a white metal table just outside her doorway. She sits 
               down and stretches in the warm afternoon sun. Across the way 
               she can hear a blues saxophonist practicing in one of the 
               apartments. She drinks her coffee and listens to the music.

               Some birds fly by overhead. She takes another sip of coffee. 
               The blues music which was mellow and slow is now building in 
               tempo and volume. The phone inside rings. Betty takes her 
               coffee back into the living room, shutting the door behind 
               her. She crosses to the leather couch and picks up the phone.

                                     BETTY
                         Hello... Aunt Ruth!! I can't tell 
                         you how happy I am. Your place is so 
                         fantastic! Yes... Coco... what a 
                         character. I really like her... that's 
                         too bad... waiting in an airport 
                         must not be too fun. What's a mosquito 
                         plane?... Oh I get it. How long does 
                         that take from Montreal?... Well, 
                         you'll sleep good tonight... Hudson 
                         Bay sounds beautiful... oh well, I 
                         hope you packed your coat.
                              (laughs)
                         You mean the audition... Wally 
                         Brown... she didn't mention it but 
                         he'll fax the dialogue to Coco? 
                         Suddenly I'm so nervous... okay Aunt 
                         Ruth... I'll try. I'll study those 
                         lines until I know them inside out. 
                         Yes, either right here on this 
                         fabulous leather couch or I'll take 
                         them with a coffee in the courtyard 
                         like a regular movie star.
                              (laughs)
                         Oh! I got a real shock to find your 
                         friend Rita here. She was in the 
                         shower and I opened the door... 
                         Rita... what do you mean? She was in 
                         an accident... your friend Rita. No, 
                         Coco unlocked the door. No, she didn't 
                         see her. She's sleeping. No... she's 
                         very nice. I'm sure there's some 
                         explanation, Aunt Ruth... I don't 
                         think we have to do that. Please 
                         don't worry. I'll take care of it. 
                         No, I'll let you know. Where can 
                         I... okay I'll get it from Coco. No, 
                         please don't worry... thank you so 
                         much for letting me stay here. You've 
                         made me so happy... thank you, thank 
                         you. Please don't worry... Aunt Ruth 
                         we don't need the police. I'll call 
                         you when you get to Hudson Bay. 
                         Please... Please... Goodbye Aunt 
                         Ruth.

               Betty slowly and quietly hangs up the phone. She sits for a 
               moment listening. Silently she stands and moves toward the 
               bedroom. As she approaches the bedroom door she stops at 
               something she sees. Rita is sitting on the edge of the bed 
               crying quietly. Betty goes into the bedroom. Rita looks up 
               at her with desperation.

                                     BETTY
                         You're awake... I think I 
                         misunderstood you. I thought you 
                         knew my Aunt and that's why you were 
                         here. I just talked to my Aunt on 
                         the phone and she wants me to call 
                         the police.

               Rita starts crying harder, bows down, covering her face with 
               her hands.

                                     BETTY
                         Rita?

                                     RITA
                              (crying harder)
                         I'm... sorry. I...

               Betty's heart softens.

                                     BETTY
                         What is it Rita?

                                     RITA
                              (still sobbing)
                         I'm... I'm... oh no... I thought 
                         when I woke up... I thought sleep 
                         would do it...

               Betty kneels down in front of her.

                                     BETTY
                         What's wrong?

                                     RITA
                              (crying)
                         I don't know who I am.

                                     BETTY
                         What do you mean? You're Rita.

                                     RITA
                              (crying)
                         I'm not. I don't know what my name 
                         is. I don't know who I am!!

               Betty looks down at the purse next to Rita's dress. She picks 
               it up and hands it to Rita.

                                     BETTY
                         This is your purse. Your name must 
                         be in your purse.

               Rita takes the purse with sudden trepidation. She hesitates.  
               Something is worrying her. She looks at Betty for help.

                                     BETTY
                         You want to know don't you?

                                     RITA
                         I... yes, but... I...

                                     BETTY
                         Open it!

               Rita slowly unzips the purse. The pressure of its contents 
               force the mouth of the purse to widen as the zipper opens 
               and then there is suddenly revealed what will later be known 
               to be $125,000.00 cash in hundred dollar bills.

               Both Rita and Betty almost stop breathing. They look at each 
               other, then back to the money.

               Rita takes the massive wad of bills out of the purse and 
               sets it on the bed. She reaches back inside and comes up 
               with the only other remaining item in the purse... A BLUE 
               KEY. Betty sees Rita's expression change to a kind of horror.

               (note: This blue key is made of very fine heavy metal and 
               does not look like a door key.)

                                                                    CUT TO:

               INT. OFFICE BUILDING - DAY

               Ray crosses a carpeted closed area. He mounts a flight of 
               stairs. At the top of the stairs there's a plain blonde wood 
               door. Ray punches in a code on a security panel next to it. 
               The door opens automatically. Ray passes through and goes 
               down a narrow hall. At the end of the hall there is a small 
               elevator. Again Ray punches in a code. The elevator opens 
               and Ray goes in. The elevator door closes, but the elevator 
               does not move. Ray waits. Finally, a woman's voice comes 
               through a speaker.

                                     WOMAN'S VOICE
                         Who is it please?

                                     RAY
                         Raymond Harris... 20743.

               The elevator begins to move up. When it stops, the door opens 
               and Ray walks into a windowless reception area where a 
               beautiful Italian woman sits behind a large, blonde, modern, 
               built-in desk.

                                     RECEPTIONIST
                              (very quietly)
                         You may go right in, Ray.

               Ray crosses to a blonde wood double door and waits. The 
               receptionist pushes a button behind her desk - chimes sound 
               as the double doors open to an enormous office with no 
               windows. Heavy rich brown curtains line the walls.

               Ray enters and the doors close behind him. Ray takes a few 
               steps forward, then stops. There is a solid glass wall that 
               we now notice running the width of the office. Cut into the 
               glass wall is a small speaker microphone apparatus. Beyond 
               the glass off in the center of the room is a man sitting in 
               a very plain, blonde, wood, modern, yet not motorized, 
               wheelchair. The man is paralyzed except for his right hand 
               and head. His head appears small in relation to the size of 
               his body. His suit is immaculate and one of the finest we've 
               ever seen. His manservant stands in the shadows behind him.

                                     RAY
                         Good afternoon Mr. Roque. (pronounced 
                         Rowk).

               Mr. Roque stares at Ray silently.

                                     RAY
                         Do you want him replaced?

               Mr. Roque continues to stare.

                                     RAY
                         I know they said...

                                     MR. ROQUE
                         Then?

                                     RAY
                         Then... I guess it's so... alright, 
                         but that means we should...

                                     MR. ROQUE
                         Yes?

                                     RAY
                         Shut everything down... Is that 
                         something that... do you want us to 
                         shut everything down?

               Silence. Ray doesn't know what to do. He struggles to 
               interpret Mr. Roque's silence. He waits. Mr. Roque does 
               nothing but stare.

                                     RAY
                         Then we'll shut everything down.

               Silence.

               Ray turns. The doors open as he approaches them and he leaves 
               the room. The doors close.

                                                                    CUT TO:

               EXTERIOR - OFFICE BUILDING - CENTURY CITY

               Vincenzo and Luigi are staring silently and without expression 
               at the broken windshield of the limousine. The limousine 
               driver suddenly starts signaling to a car entering the 
               driveway to the building. He turns to the Castigliane 
               brothers.

                                     LIMO DRIVER
                         The other car is here sirs. Please 
                         allow me.

               The limo driver opens the rear door of the new limo, then 
               hurries around and opens the other rear door. The new driver 
               gets out of the car.

                                     LIMO DRIVER
                         Here's the key to the car. Take it 
                         straight to the garage. They're 
                         waiting for you.

               The limo driver closes both back doors after the Castigliane 
               brothers are seated within. He then gets in himself and 
               maneuvers the big limo out into traffic.

                                                                    CUT TO:

               PINK'S CHILI DOGS - DAY

               Two guys, JOE (the guy who killed Ed in the sixth floor 
               office) and BILLY another unkempt, rocker type delivery man 
               are standing waiting for their chili dogs with a girl, LANEY, 
               who could be very good looking but she seems to be in poor 
               health. Her hair is long and stringy. She's wearing a tight, 
               short sleeve blue sweater, black jeans and boots.

                                     BILLY
                         Yeah, sure. Look what happened to 
                         them.

                                     JOE
                         No, no, no, I told you. They're fine. 
                         They're all real happy.

                                     BILLY
                         My next delivery is up that way, so 
                         I'll be getting down to it real soon.

                                     JOE
                         You're so easy.

                                     BILLY
                         Gotta keep an eye on her, that's 
                         all.

                                     JOE
                         Yeah, what for?

                                     BILLY
                         Keep her from gettin' in trouble, 
                         that's all.

               The chili dogs arrive and they pay for them.

                                     BILLY
                         Can we eat in the van?

                                     JOE
                         What's the matter now?

                                     BILLY
                         Nothing... I don't like being out in 
                         the open like this.

                                     JOE
                         It must be just so pathetic being 
                         you. Sure Billy, grab your dog we'll 
                         eat in the van.

               The three make their way to the van. Joe looks over at Laney.

                                     JOE
                         You sure you don't want anything?

                                     LANEY
                              (hesitantly)
                         Not here... no thanks.

                                     JOE
                         Not a coke or anything?

                                     LANEY
                         No... thanks though... I'll take a 
                         cigarette if you have one.

                                     JOE
                         Sure, reach in my shirt pocket there.

               As Laney is getting her cigarette and lighting it..

                                     JOE
                         Any new girls on the street these 
                         days?

                                     LANEY
                              (taking her first big 
                              drag)
                         No. I haven't seen any.

                                     JOE
                         A brunette?... maybe beat up?

                                     LANEY
                         No...

                                     JOE
                         You'll keep your eyes open for me 
                         won't you baby?

                                     LANEY
                         Sure.

               Joe spanks her butt as she gets in the van.

                                     JOE
                         You bet you will.

                                                                    CUT TO:

               INT. MR. ROQUE'S OFFICE - DAY

               Mr. Roque, in his wheelchair is still in the center of the 
               huge softly lit, windowless office. His manservant standing 
               silently behind him. The small built-in wheelchair phone 
               rings. Mr. Roque pushes a button on a small intricate remote 
               device he holds in his right hand. A slender streamlined 
               microphone rises from the arm of the chair.

                                     MR. ROQUE
                         Yes?

               He listens through a high-tech earplant which we now see.

                                     MR. ROQUE
                         Thank you.

               He pushes two buttons, one after another on the remote device. 
               We hear a small click, a dial tone, a number being dialed, 
               and a phone ringing.

                                                                    CUT TO:

               INT. DARK ELEGANT ROOM - SOMEWHERE - SIMULTANEOUS

               We see the back of a man's head and just over his shoulder 
               we see the top of the phone which is ringing. The man picks 
               up the phone and brings the receiver to his ear.

                                     THE MAN
                         Hello.

                                                                    CUT TO:

               INT. MR. ROQUE'S OFFICE - SIMULTANEOUS

                                     MR. ROQUE
                         She's still missing.

               We hear a small click and the line goes dead. Mr. Roque pushes 
               a button and the microphone descends back into the chair.

                                                                    CUT TO:

               INT. DARK ELEGANT ROOM - SOMEWHERE

               Again we see the back of the man's head. He's dialing a new 
               number. He brings the receiver to his ear. We hear a phone 
               ringing - we hear a click - the phone being answered.

                                                                    CUT TO:

               INT. FILTHY LOW CLASS KITCHEN - SOMEWHERE - SIMULTANEOUS

               We see only a black rotary wall phone and a portion of a 
               greasy filthy kitchen - The receiver has already been lifted 
               off the phone and we see only the cord extending to someone 
               off screen.

                                     HAIRY-ARMED MAN
                              (off screen)
                         Talk to me...

                                                                    CUT TO:

               INT. DARK ELEGANT ROOM - SOMEWHERE

               Again we see only the back of the man's head.

                                     THE MAN
                         Same.

                                                                    CUT TO:

               INT. FILTHY LOW CLASS KITCHEN - SOMEWHERE - SIMULTANEOUS

               A man's hairy-arm enters frame and the receiver is placed 
               back on the phone, then immediately picked back up and with 
               the receiver held in the hand the hairy man dials a new 
               number. Part way through the dialing...

                                                                    CUT TO:

               INT. A BLUE TABLE - SOMEWHERE - SIMULTANEOUS

               The surface of this table is high gloss ultra smooth material. 
               A very modern phone sits on this table and begins to ring 
               softly. A hand enters frame - a woman's hand. The skin is 
               pale white, almost translucent. The fingers are long and 
               seem slightly too large. At the ends of the fingers and thumb 
               are stretched tapered high gloss red fingernails which 
               slightly curve downward. The forefinger of the hand presses 
               a button on the phone. A small tone sounds - followed by a 
               very modern sounding coded signal.

                                                                  FADE OUT:

               INT. AUNT RUTH'S APARTMENT - DAY

               We pull back from Rita's face until we see that Betty and 
               Rita are sitting on the leather couch about four feet apart 
               staring at the floor. They just sit this way for awhile.

                                     BETTY
                         Well... what do you think about then? 
                         I mean... well what do you think 
                         about?

                                     RITA
                         What do you mean?

                                     BETTY
                         Well... if you don't remember 
                         anything, I mean what goes through 
                         your mind then if you don't remember 
                         anything?

                                     RITA
                         Nothing. I do remember the car 
                         crash... I told you... I remember 
                         the glass... I think about that 
                         sometimes... I remember walking here, 
                         sort of. Now I remember this place 
                         and you. That's about it.

                                     BETTY
                         How do you remember how to talk?

                                     RITA
                         I don't know.

                                     BETTY
                         You don't remember anything else?

                                     RITA
                         No.
                              (she covers her eyes 
                              with her hands)
                         There is something...something there 
                         I can't tell... I can't describe it.
                              (struggling to figure 
                              it out - to express 
                              it)
                         There are things there... but I'm... 
                         here.

               Betty thinks about what Rita has said. Somehow it seems to 
               make sense to her.

                                     BETTY
                         The money. You don't know where it 
                         came from?

                                     RITA
                         Unh, unh.

                                     BETTY
                         When you think about them... the 
                         money... the key... does it make you 
                         remember anything?

               Silence.

                                     RITA
                         The money... I don't know about the 
                         money... the key... it makes me 
                         feel... afraid.

                                                                    CUT TO:

               BEVERLY HILLS CITY STREETS - DAY

               A car - a late model generic sedan is moving toward us. Two 
               men dressed in suits and wearing dark glasses are driving 
               slowly. As they go each man is scanning sidewalks, buildings, 
               passing cars as if hunting for someone. They pass by us and 
               as we turn we leave them and pick-up Adam driving in the 
               opposite direction in the other lane. We stay with Adam.

               Adam drives his Porsche up a palm lined street.

                                     ADAM
                         Office...

               The voice activated phone connects the line to Adam's office.  
               A secretary answers.

                                     SECRETARY
                         Adam Kesher's office.

                                     ADAM
                         It's me. Where's Cynthia?

                                     SECRETARY
                         She's on the set. I'll connect you 
                         Mr. Kesher.

               Another ringing sound, then a voice.

                                     VOICE
                         Stage One.

                                     SECRETARY
                         Paul, I have Mr. Kesher for Cynthia.

                                     PAUL
                         Right baby, all Hell's broke loose 
                         down here. I'll try to find her.

               Adam listens to dead silence for a moment or two then Cynthia 
               speaks.

                                     CYNTHIA
                         Adam, where are you?

                                     ADAM
                         What's going on, Cynthia?

                                     CYNTHIA
                         They've closed the set. They sent 
                         everybody home.

                                     ADAM
                         What did you say?

                                     CYNTHIA
                         They fired everyone.

                                     ADAM
                         Who fired everyone?

                                     CYNTHIA
                              (starting to cry)
                         Ray did... and then they closed the 
                         set... everybody's gone. You'd better 
                         get down here Adam!

                                     ADAM
                         No.

                                     CYNTHIA
                         You've got to talk to Ray you've got 
                         to fix this.

                                     ADAM
                         I'm going home.

                                     CYNTHIA
                         Home! Meet me at the office. We've 
                         got to do something... you've got to 
                         do something Adam!

                                     ADAM
                         I'm going home Cynthia.

                                     CYNTHIA
                         Adam, this isn't like you. Please 
                         come to the office. There must be 
                         something we can do.

                                     ADAM
                         I'm going home. I'll call you later.

                                                                    CUT TO:

               EXT. - 1612 HAVENHURST - DAY

               ESTABLISH

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT - DAY

               The girls are still sitting on the leather couch as before, 
               but now silently off in their own worlds. After a moment...

                                     BETTY
                         I wonder where you were going.

               Betty's question hangs in the air. Slowly we move close to 
               Rita who is on the verge of remembering something.

               Suddenly -

                                     RITA
                         Mulholland Drive.

                                     BETTY
                         Mulholland Drive?

                                     RITA
                         That's where I was going... Mulholland 
                         Drive.

                                     BETTY
                         Maybe that's where the accident was. 
                         There must be a police report. We 
                         could call.

                                     RITA
                         No... I don't...

                                     BETTY
                         We could call anonymously from a pay 
                         phone... just to see if there was an 
                         accident.

               Rita sits worrying.

                                     BETTY
                         Come on. It'll be just like in the 
                         movies. We'll pretend to be someone 
                         else. I want to walk around anyway. 
                         I'm in Hollywood and I haven't even 
                         seen any of it. Come on Rita. Do you 
                         feel up to it?

                                     RITA
                         Okay... but just... just to see.

                                     BETTY
                         Just to see if there was an accident 
                         on Mulholland Drive.

                                     RITA
                              (tentatively)
                         Okay.

                                     BETTY
                         Come on... let's find you something 
                         to wear.

                                                                    CUT TO:

               AUNT RUTH'S BEDROOM - DAY

               Betty laughs as she holds one of Ruth's dresses in front of 
               Rita.

                                     BETTY
                         It's terrible... My Aunt dresses 
                         like Miss Marple.
                              (off a blank stare 
                              from Rita)
                         She's kind of a frumpy woman detective 
                         in British movies.

               Rita laughs along with Betty. Betty goes back in the closet.

                                     BETTY
                         Here's something okay.

               She brings out a pair of khaki pants.

                                     BETTY
                         Try these on. You can wear one of my 
                         T-shirts with it and it won't look 
                         bad with those sandals.

                                                                    CUT TO:

               EXT. ADAM'S HOUSE - BEL AIR

               Adam pulls into his driveway, but is blocked from entering 
               the garage by a poolman's truck. He gets out of the car and 
               looks at the truck - sees the insignia on the door which is 
               a blue square with the word "Gene" above and the word "Clean" 
               below. Adam hears steps behind him and turns. A JAPANESE 
               GARDENER is coming toward him smiling and bowing.

                                     JAPANESE GARDENER
                         Ah, Mister... you remember me. I am 
                         Taka. Your gardener. For long time I 
                         not see you. I pleased to see you.

               Taka reaches out his hand and Adam shakes it.

                                     ADAM
                         Hello Taka. It's 'cause I'm never 
                         home in the day time. It's good to 
                         see you again. The garden looks great.

               Taka bows, smiling and nodding, and goes back to work. Adam 
               heads toward the front door of his house.

                                                                    CUT TO:

               INT. ADAM'S HOUSE - DAY

               Adam enters, puts his 7-iron in his golf bag just inside the 
               door, then looks around. He can see the pool through a wall 
               of plate glass windows, but there is no one visible poolside.

                                     ADAM
                              (calling out)
                         Lorraine...
                              (then louder)
                         Lorraine... you home?

               He hears a noise, something falling. He walks in the direction 
               of the noise. It leads him to his bedroom. His expression 
               darkens as he approaches the closed door. He hears voices as 
               he throws the door open.

               LORRAINE and the poolman GENE are in bed.

                                     LORRAINE
                         Now, you've done it!

                                     GENE
                         Just forget you ever saw it. It's 
                         better that way.

                                     LORRAINE
                         What the hell are you even doing 
                         here?

               Adam stands stunned for a moment. Then finds himself walking 
               over to the dresser and opening the top drawer. He removes a 
               large case.

                                     LORRAINE
                         What are you doing?

               Adam starts walking out of the bedroom with the case.

                                     LORRAINE
                         THAT'S MY JEWELRY!!!

               Adam leaves the bedroom and starts through the house. He 
               goes into the kitchen and looks around - numb but trying to 
               think.

                                                                    CUT TO:

               INT. ADAM AND LORRAINE'S BEDROOM - DAY

               Lorraine is getting dressed as fast as she can.

                                     LORRAINE
                         That bastard!

                                     GENE
                         He's probably upset Lorraine.

                                                                    CUT TO:

               INT. ADAM'S KITCHEN - DAY

               Adam leaves the kitchen and goes out into the garage. He 
               turns on the light and looks around. He spots some paint 
               cans on a shelf and grabs one and goes back into the kitchen.  
               He can hear Lorraine calling his name. She seems to be coming 
               closer. He sets the jewelry case and the paint can on the 
               floor, kneels down and opens the paint can with his car key. 
               Just as Lorraine enters the kitchen, he opens the jewelry 
               box and empties the 3/4 full gallon can of Hot Pink paint 
               into her jewelry case.

                                     LORRAINE
                         WHAT.. ARE... YOU... DOING!!!???

               He puts his hands into the paint and jewels and smushes them 
               about. Lorraine rushes toward him.

                                     LORRAINE
                         STOP IT!!!

               Lorraine grabs hold of him. Starts pulling his hair, slapping 
               his face. She tears his jacket. Adam stands all at once and 
               with his wet Hot Pink hands he pushes Lorraine and slams her 
               into the kitchen counter just as Gene the poolman enters. 
               Gene grabs ahold of Adam, cocks back and slams his huge 
               suntanned fist into Adam's face.

                                     GENE
                         That's not a way to treat your wife, 
                         buddy. I don't care what she's done.

               Adam gets up off the floor bleeding from the nose and tries 
               to hit Gene. Gene blocks his punch and slams Adam again, 
               knocking him down to the kitchen floor where he lands and 
               spills the jewelry case. Adam, now covered with paint, is 
               picked up by Gene and thrown out toward the front door.

                                     LORRAINE
                         Throw him out!

               Lorraine opens the front door while Gene picks Adam up, moves 
               him across the carpet and heaves him out onto the front lawn. 
               Lorraine slams the door behind him.

               Adam picks himself up, severely dazed and bleeding pretty 
               badly, he heads for his car.

               Taka stops gardening and smiles and bows at Adam as he gets 
               into his car.

               Adam drives away - pink paint and red blood all over.

                                                                    CUT TO:

               INT. AUNT RUTH'S BEDROOM - DAY

               Rita is now dressed to go out and is studying herself in a 
               mirror. She turns and her gaze falls to her purse. She picks 
               it up and looks questioningly at Betty.

                                     BETTY
                         No... you shouldn't take that. Let's 
                         hide it.

               They look around the room... There's a hatbox in the closet 
               above the clothes rack. Betty brings it down, takes out the 
               hat, and Rita puts the purse inside. Betty puts the hat over 
               the purse in the hatbox and puts in back in the closet. Betty 
               puts out her hand. Rita looks at it for a moment, smiles, 
               and they shake.

                                                                    CUT TO:

               EXT. APARTMENT COURTYARD - DAY

               All dressed now Betty and Rita leave Aunt Ruth's apartment 
               and walk across the courtyard past Coco's apartment and out 
               through the iron gates. No one is about.

                                                                    CUT TO:

               EXT. HOLLYWOOD RESIDENTIAL STREET - DAY

               Betty and Rita walk along. Birds are chirping in the trees 
               which line both sides of the street. Betty is smiling and 
               once again looking around at everything. Her good mood and 
               excitement about life lifts Rita's spirits.

               Coming toward them on the sidewalk are two people - a middle-
               aged woman and a young boy around 10 years old. The boy is 
               very thin and something is wrong with him as he is walking 
               awkwardly on crutches. As the two groups pass each other on 
               the sidewalk Betty is struck deeply by the boy's brilliant, 
               luminous blue eyes which are at once innocent and filled 
               with wisdom.

               After they pass each other Betty turns back and sees the boy 
               and the woman enter 1612 Havenhurst. Betty and Rita continue 
               up the street.

                                                                    CUT TO:

               EXT. SUNSET BOULEVARD - DAY

               The girls walk along the busy boulevard, past guitar shops, 
               video stores. Betty is looking for a payphone. Rita's eyes 
               dart back and forth nervously. She's beginning to feel 
               frightened.

                                                                    CUT TO:

               PAYPHONE ON RED BRICK WALL - DAY

               We see the red brick building. It is Denny's. Betty and Rita 
               are walking to the payphone. Betty digs out some change from 
               her purse. She picks up the receiver, drops in a quarter and 
               dials the "0" for Operator. An Operator answers.

                                     BETTY
                         Hollywood Police Department please.

                                     OPERATOR
                         Is this an emergency?

                                     BETTY
                         No, no, I just want the number.

                                     OPERATOR
                         Hold for the number.

               Betty gets the number for the Hollywood Police Station, re- 
               deposits the quarter and dials.

                                     VOICE
                         Hollywood Police Department.

                                     BETTY
                         I'm inquiring about an accident that 
                         happened last night on Mulholland 
                         Drive.

                                     VOICE
                         Hold please. I'll connect you to 
                         traffic.

               Betty holds.

                                     SERGEANT BAXTER
                         Traffic. Sergeant Baxter speaking.

                                     BETTY
                         Hi. I'm inquiring... well, I heard a 
                         sound last night that sounded like a 
                         car crash and I want to know if there 
                         was an accident on Mulholland Drive.

                                     SERGEANT BAXTER
                         Yes, there was.

                                     BETTY
                         Can you tell me what happened?

                                     SERGEANT BAXTER
                         No. I can't.

                                     BETTY
                         Was anyone hurt?

                                     SERGEANT BAXTER
                         May I have your name please?

               Betty hangs up. She turns to Rita smiling like a girl who's 
               done something bad and gotten away with it.

                                     BETTY
                         There was an accident. He wouldn't 
                         tell me anything else, but that was 
                         your accident Rita. I just know it 
                         was. Maybe there's something about 
                         it in the papers. Come on I'll buy 
                         you a cup of coffee and we can see.

               Betty and Rita enter Denny's.

                                                                    CUT TO:

               INT. DENNY'S - DAY

               Rita and Betty are seated next to the table where Dan and 
               Herb sat earlier in the day. They both have a cup of coffee 
               in front of them. Betty has a newspaper open and she is 
               scanning the last pages.

                                     BETTY
                         Maybe it happened so late it's not 
                         going to be in today's paper.

                                     RITA
                         There's nothing?

                                     BETTY
                         Not that I can see.

               The same waitress - Diane, comes up to the girl's table and 
               freshens up their coffee. Betty looks up and smiles, sees 
               Diane's nameplate.

                                     BETTY
                         Thank you... Diane.

               Rita shoots a look from Betty to Diane to the nameplate.

                                                                    CUT TO:

               CLOSE-UP NAMEPLATE

               The word "DIANE" is huge from Rita's POV.

                                                                    CUT TO:

               BACK TO SCENE

               Diane finishes pouring Rita's cup and smiles at Betty.

                                     DIANE
                         You're welcome. Will that be all? 
                         You want your check?

                                     BETTY
                         Just the coffee. Rita, you want 
                         something?

                                     RITA
                              (still staring at the 
                              nameplate thinking)
                         No. Just the coffee.

                                     BETTY
                         We'll take our check.

               Diane searches through her many checks to find Betty and 
               Rita's.

               The manager of Denny's, standing with a woman in a blue dress, 
               calls Diane's name. Diane turns and looks to the manager and 
               the woman. A fleeting fear goes through her eyes. She 
               surreptitiously reaches in her pocket and takes out a Mont 
               Blanc fountain pen which she puts under Betty's check as she 
               places it on their table. She does this very quickly but 
               Betty notices this and Diane notices Betty noticing. Diane 
               walks quickly over to the manager and the woman in the blue 
               dress. Betty turns and watches a heated conversation that 
               she can't hear, but she sees the woman in the blue dress 
               searching her purse and shrugging and then leaving.

               The manager says something to Diane and Diane turns her 
               pockets inside out and pats herself down in front of the 
               manager showing him her innocence. He waves her off and she 
               goes behind the counter to retrieve an order of food. Betty 
               stops watching and turns her attention to Rita, who is tense 
               and lost in a thought.

                                     BETTY
                         What is it Rita?

                                     RITA
                              (without moving a 
                              muscle)
                         Shhhh.

               At that moment Diane the waitress reappears at their table.  
               Diane looks Betty in the eye and while looking at Betty her 
               left hand slides the Mont Blanc out from under the check and 
               back into her pocket.

                                     DIANE
                         Thank you. Come in again.

               Betty holds her gaze.

                                     BETTY
                         You're welcome. We will.

               Relieved Diane leaves and goes about her business. Betty 
               looks over at Rita waiting for her to tell her something. 
               Rita slowly turns and focuses on Betty.

                                     RITA
                         I remember something... I remember 
                         something!

                                                                    CUT TO:

               EXT. HAVENHURST - DAY

               Betty and Rita are walking back to the apartment. We see 
               them from a distance. They are talking and gesturing in an 
               excited and animated way. Just after they enter through the 
               iron gates of 1612 Havenhurst and are out of sight we notice 
               a car moving slowly up Havenhurst toward us. We notice two 
               men in the front seat who seem to be looking around for 
               something.

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT - DAY

               The door slams shut. Rita grabs Betty's shoulders.

                                     RITA
                         Diane Selwyn. Maybe it's my name.

                                                                    CUT TO:

               AUNT RUTH'S APARTMENT - MOMENTS LATER

               Betty and Rita are sitting next to each other on the leather 
               couch. Betty is rifling through the phone book. She finds 
               the listings for Selwyn. Her finger drifts down and finds D.  
               Selwyn followed by an address and phone number. It is the 
               only Selwyn with a D. first name. She hands the phone to 
               Rita.

                                     BETTY
                         Strange to be calling yourself.

                                     RITA
                         Maybe it's not me.

                                     BETTY
                         Call the number.

               Betty reads the number off and Rita pushes the corresponding 
               buttons. Each tone seems to be louder than the last. The 
               ringing seems deafening. There's a click and the phone is 
               answered - by a machine. A woman's voice is heard - loudly.

                                     WOMAN'S VOICE
                              (coming from answering 
                              machine)
                         Hi... this is me. Leave me a message.

               Betty now has her ear pressed up against the phone also - 
               straining to hear everything. The machine starts recording. 
               Betty hangs up the phone immediately.

                                     RITA
                         It's not my voice... but I know her.

                                     BETTY
                         Maybe the voice isn't Diane Selwyn. 
                         Maybe that's your roommate or if it 
                         is Diane Selwyn she can tell you who 
                         you are.

                                     RITA
                         Maybe... maybe... maybe.

                                                                    CUT TO:

               EXT. ADAM'S HOUSE - AFTERNOON

               Taka is bowing and smiling and nodding to someone we don't 
               see.

               TAKA'S POV - A man, KENNY, in a sharp black suit is walking 
               down the driveway past Gene the Poolman's truck to the front 
               door of Adam's house. Parked at the street is a big limo 
               with Vincenzo and Luigi Castigliane sitting in the back.

               Kenny knocks on Adam's front door. Lorraine answers. 
               Lorraine's hands are covered with pink paint. Pink paint is 
               on her face and clothes.

                                     KENNY
                         Adam Kesher... he...

                                     LORRAINE
                         Yeah, right... get lost!

               She slams the door, but Kenny's foot stops it and pushes it 
               back with a force that shakes the wall as the door slams 
               open once again. Kenny enters the house.

                                     KENNY
                         This is Adam Kesher's house. Where...

                                     LORRAINE
                         Like hell it is! Get out... NOW!!!

               Gene comes out of the kitchen fast, his hands covered with 
               pink paint.

                                     GENE
                         I guess you don't understand English. 
                         She asked to leave. Here's the door.

               Gene grabs hold of Kenny and starts to push him out the door.  
               Kenny rabbit punches Gene in the nose with lightning speed - 
               his fist like a sledgehammer. Gene goes down. Lorraine shrieks 
               and leaps on Kenny. Her long fingernails going for his eyes. 
               Kenny slaps Lorraine hard. The shriek stops instantly and 
               she falls out cold on the carpet. Gene is back up and going 
               for Kenny. Kenny gets three punches in on Gene's head before 
               Gene hits the ground unconscious. Kenny rubs some pink paint 
               off his hands and tries to get a pink stain off his jacket. 
               He begins walking around the house calling out for Adam. He 
               sees nothing and hears nothing. He goes back to the front 
               door and sees Adam's golf clubs sitting there. Kenny begins 
               snapping the shaft of each club. As he snaps each club we 
               see Lorraine and Gene remain out cold on the floor.

               And in the kitchen we see that the tap is on and the sink 
               water is now overflowing from the sink and jewelry box - 
               spilling out onto the kitchen floor. Finishing his work with 
               the vintage golf clubs - Kenny leaves.

                                                                    CUT TO:

               EXT. ADAM'S HOUSE - AFTERNOON

               Kenny jumps into the front seat of the limo. Vincenzo and 
               Luigi nod to the driver and they take off.

               Taka hoes some weeds beneath a Jacaranda.

                                                                    CUT TO:

               L.A. AERIAL SHOT HIGH ANGLE - NIGHT

               Night descends on Los Angeles. Millions of lights down below 
               twinkle like stars.

                                                                    CUT TO:

               EXT. 1612 HAVENHURST - NIGHT

               We see the courtyard at night. Some of the apartment windows 
               have dim, warm lights. Most all is in darkness. The only 
               sound is the water flowing in the fountain with muted distant 
               traffic. Far away a siren wails softly.

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT - NIGHT

               Betty and Rita are on their hands and knees around the coffee 
               table. A map of L.A. is unfolded and Betty is running her 
               finger along a street. Her finger stops.

                                     BETTY
                         It's right about here on Sierra 
                         Bonita. That's not too far away.

                                                                    CUT TO:

               EXT. COURTYARD - SIMULTANEOUS

               An older, beautiful woman - drunk, is walking slowly - 
               strangely toward the door of Aunt Ruth's apartment.

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT - NIGHT - SIMULTANEOUS

                                     BETTY
                         What's wrong with that?

                                     RITA
                         I'm not sure about this.

                                     BETTY
                         I know you're afraid of something. 
                         We'll be careful. Tomorrow we'll go 
                         over there and we'll find out.

                                                                    CUT TO:

               EXT. 1612 HAVENHURST COURTYARD - NIGHT

               The woman moves up to the door we see her face. Her eyes 
               have the eerie look of one possessed. She knocks mechanically 
               on the door.

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT

               Betty and Rita both turn with alarm. Betty gets up, stares 
               at the door, then at Rita. Rita waits, not knowing what to 
               do.

                                     BETTY
                         It'll be okay.

               Betty opens the door. Betty finds the face of the actress, 
               LOUISE BONNER, staring questioningly at her.

                                     BETTY
                         Yes? May I help you?

                                     LOUISE
                         Where is Ruth?

                                     BETTY
                         Ruth's gone on a film. I'm her niece 
                         Betty. Who are you?

                                     LOUISE
                         Someone is in trouble. Who are you? 
                         Why are you in Ruth's apartment?

                                     BETTY
                         I'm her niece. She's letting me stay 
                         here. My name is Betty.

                                     LOUISE
                         No it isn't. That's not it. That's 
                         not what she said. Something bad's 
                         happening. Where's Ruth?

                                     BETTY
                         I'm sorry, but I don't know who you 
                         are and I'm...

                                     COCO
                         Louise... what're are you doing 
                         Louise?

               Louise turns and sees Coco approaching across the courtyard.

                                     LOUISE
                         Where have you been Coco? God, I've 
                         been trying to find you all afternoon 
                         since 3:00 o'clock. That one is in 
                         my room and she won't leave. I want 
                         you to get her out. I want you to 
                         get her out now.

               Coco comes up and grabs hold of Louise. She turns over to 
               Betty.

                                     COCO
                         This is Louise Bonner. I'm sure she 
                         meant well.
                              (looking over to Louise)
                         This is Betty, Ruth's niece. In fact 
                         and fortunately I was just coming to 
                         see Betty. Betty's a young actress 
                         and I'm delivering faxed pages of a 
                         scene for her audition tomorrow. 
                         Here they are honey. Now come along 
                         Louise and I'll take you home.
                              (back to Betty)
                         Sorry about this. Sometimes it 
                         happens.

                                     LOUISE
                         No, she said it was someone else in 
                         trouble.

                                     COCO
                         Stop it, Louise. Let's get you home... 
                         goodnight Betty.

               Coco takes Louise back through the darkness of the courtyard.  
               Betty closes the door and turns.

                                     BETTY
                         Whoa!

               She catches Rita's look. Rita is staring at her, horrified.

                                                                    CUT TO:

               EXT. BEVERLY HILLS HOTEL - NIGHT

               ESTABLISH

               INT. BEVERLY HILLS HOTEL - CORRIDOR OUTSIDE ROOM

               A Hotel Manager is walking toward the door of room 214. He 
               knocks softly on the door. The door opens and Adam Kesher is 
               standing there - still beaten looking with remnants of pink 
               paint.

                                     ADAM
                         Yes... what is it?

                                     HOTEL MANAGER
                         I'm sorry Mr. Kesher, but there seems 
                         to be some problem concerning your 
                         credit card.

                                     ADAM
                         ...What??

                                     HOTEL MANAGER
                         The fact is Mr. Kesher a 
                         representative of your bank called 
                         us.

                                     ADAM
                         How... how'd they know I was here?

                                     HOTEL MANAGER
                         I don't know. All we do is take an 
                         impression of the credit card and 
                         until you check out it just sits in 
                         our files.

                                     ADAM
                         So, what did they say?

                                     HOTEL MANAGER
                         Well, Sir, I'm afraid they said you're 
                         overdrawn at your bank and your line 
                         of credit has been cancelled.

                                     ADAM
                         Unbelievable. Look... here.
                              (Adam taking out his 
                              wallet.)
                         I don't know what's going on. That's 
                         so much baloney. I've got enough 
                         cash for one night, okay?

                                     HOTEL MANAGER
                         That's fine, Mr. Kesher. You can pay 
                         cash when you check out. I'm sorry. 
                         It was my duty to inform you.

                                     ADAM
                         Fine. I'll check out in the morning.

                                     HOTEL MANAGER
                         Have a good evening, Mr. Kesher.

               The Hotel Manager turns to leave and Adam closes the door.

                                                                    CUT TO:

               INT. ROOM  214 - NIGHT

               Adam crosses the room to the phone and dials a number. The 
               phone is answered.

                                     ADAM
                         Someone's shut off my money!

                                     CYNTHIA
                         I know. Where are you Adam?

                                     ADAM
                         What do you mean "you know"?

                                     CYNTHIA
                         Someone called me. When they couldn't 
                         get you they told me you were as 
                         good as broke. I didn't believe then, 
                         so I made some calls.

                                     ADAM
                         And?

                                     CYNTHIA
                         You're broke!

                                     ADAM
                         But I'm not broke.

                                     CYNTHIA
                         I know, but you're broke. Where are 
                         you?

                                     ADAM
                         Beverly Hills Hotel. I've got enough 
                         cash in my pocket for one night.

                                     CYNTHIA
                         Do you know somebody called the The 
                         Cowboy?

                                     ADAM
                         The Cowboy??

                                     CYNTHIA
                         Yeah, the Cowboy. This guy, the 
                         Cowboy, wants to see you. Jason said 
                         he thought it would be a good idea.

                                     ADAM
                         Oh, Jason thought it would be a good 
                         idea for me to meet the Cowboy. Should 
                         I wear my ten gallon hat and my six 
                         shooters?

                                     CYNTHIA
                         Something tells me this guy is 
                         connected with what's happening, 
                         Adam, and I think you should do it 
                         and I think you should do it right 
                         away.

                                     ADAM
                         Cynthia... what's going on?

                                     CYNTHIA
                         It's been a very strange day.

                                     ADAM
                         And getting stranger. Where do I 
                         meet this Cowboy? I mean do I have 
                         to ride out to the range?

                                     CYNTHIA
                         Sort of, funny boy. If I tell him 
                         the meeting's on you're to go to the 
                         top of Beachwood Canyon. There's a 
                         corral up there where he'll be.

                                     ADAM
                         You gotta be kidding?

                                     CYNTHIA
                         Will you meet with him?

                                     ADAM
                         Yeah, sure. It is that kind of a 
                         day. When?

                                     CYNTHIA
                         I'll call him, then call you back... 
                         If you want you could stay at my 
                         place.

                                     ADAM
                         Cynthia... that would not be a good 
                         idea.

                                     CYNTHIA
                         I'm just offering a place to stay.

                                     ADAM
                         I understand, Cynthia and thank you 
                         for the offer. I'll find a place. 
                         Now go ahead and give the Cowboy a 
                         yodel and get back to me.

                                     CYNTHIA
                         Okay, but you don't know what you're 
                         missing.

                                     ADAM
                         Git along little dowgie and call me 
                         back.

               Adam hangs up and seems to sag, cupping his forehead and 
               eyes with his hand.

                                                                    CUT TO:

               EXT. BEACHWOOD CANYON - NIGHT

               Adam, in his Porsche, makes his way up the canyon.

               INT. PORSCHE

               Adam feeling like a fool drives up the dark, winding canyon 
               road. As he nears the top of the canyon the residential area 
               gives way to desert brush. The road winds steeply up to a 
               dark dead end where an old barn and stable sit. Adam parks 
               in a little dirt lot and walk up past the barn to the corral. 
               His eyes grow accustomed to the dark and he looks about. No 
               one is around. There's only a light wind and a few twinkling 
               stars in the sky above. Suddenly some bare bulbs hanging 
               from the corral gate flare up. Adam hears a noise in the 
               brightness and turns. There walking toward him into the light 
               is the Cowboy - dressed in clean blue denim jeans, well-oiled 
               unscuffed, beautifully engraved cowboy boots, a red 
               embroidered ivory buttoned cowboy shirt complete with string 
               tie. Atop the Cowboy's head is a 10 X white Stetson. The 
               Cowboy is smiling warmly as he approaches. He stops in front 
               of Adam and begins to speak with a true, slow Western drawl.

                                     COWBOY
                         Howdy!

                                     ADAM
                         Howdy to you.

                                     COWBOY
                         Beautiful night.

                                     ADAM
                         Yeah.

                                     COWBOY
                         Sure want to thank ya for drivin' 
                         all the way up to see me from that 
                         Beverly Hills Hotel.

                                     ADAM
                         No problem. What's on your mind?

                                     COWBOY
                         Well now, here's a man who wants to 
                         get right to it. Kinda anxious to 
                         get to it are ya?

                                     ADAM
                         Whatever.

                                     COWBOY
                         A man's attitude... a man's attitude 
                         goes some ways toward how a man's 
                         life will be. Is that somethin' you 
                         agree with?

                                     ADAM
                         Sure.

                                     COWBOY
                         Now... did you answer cause you 
                         thought that's what I wanted to hear 
                         or did you think about what I said 
                         and answer cause you truly believe 
                         that to be right?

                                     ADAM
                         I agree with what you said... truly.

                                     COWBOY
                         What did I say?

                                     ADAM
                         That a man's attitude determines to 
                         a large extent how his life will be.

                                     COWBOY
                         So since you agree I guess you could 
                         be a person who does not care about 
                         the good life.

                                     ADAM
                         How's that?

                                     COWBOY
                         Well, just stop for a little second 
                         and think about it. Will ya do that 
                         for me?

                                     ADAM
                         Okay, I'm thinking.

                                     COWBOY
                         No. You're too busy being a smart 
                         aleck to be thinkin'. Now I want ya 
                         to think and quit bein' such a smart 
                         aleck. Can ya do that for me?

                                     ADAM
                         Look... where's this going? What do 
                         you want me to do?

                                     COWBOY
                         There's sometimes a buggy. How many 
                         drivers does a buggy have?

                                     ADAM
                         One.

                                     COWBOY
                         So let's just say I'm drivin' this 
                         buggy and you fix your attitude and 
                         you can ride along with me.

                                     ADAM
                         Okay.

                                     COWBOY
                         Now I know a few things. I know you 
                         have had a rough day. You're probably 
                         thinkin' I don't know the half of 
                         it, but in actual fact I know every 
                         part of it. The business of gittin' 
                         thrown off your movie, the heartache 
                         of seeing your wife with another 
                         man... losin' access to that precious 
                         film vault...

               Adam suddenly looks stunned, unsure.

                                     COWBOY
                         ...realizin' you don't have hardly a 
                         nickel to your name and then add on 
                         to that the sickenin' feeling some 
                         men are gonna catch you and hurt you 
                         bad for bustin' their vehicle. Some 
                         days are like that. They are rough, 
                         but what will tomorrow bring? Will 
                         it be better than today? The same... 
                         or worse? A lot of that is up to us 
                         individually. Up to us and our 
                         attitude. When the Castigliane 
                         brothers said "This is no longer 
                         your film," they meant it, but they 
                         didn't mean you were not going to 
                         direct it. I want you to go back to 
                         work tomorrow. You were re-casting 
                         the lead actress anyway... audition 
                         many girls for the part. When you 
                         see the girl that was shown to you 
                         earlier today, you will say "This is 
                         the girl." The rest of the cast can 
                         stay - that is up to you, but that 
                         lead girl is not up to you. Now, you 
                         will see me one more time if you do 
                         good. You will see me two more times 
                         if you do bad. Good night.

               The Cowboy turns and walks until he is engulfed in darkness.  
               Through the darkness Adam hears the sound of a car door 
               opening and closing, then another opening and closing and 
               then the sound of the car driving away. Adam walks up in the 
               direction the Cowboy took, but he sees no sign of a car nor 
               any dust nor any road. He goes back down past the barn and 
               stables to his car. There standing by his Porsche is the 
               Cowboy.

                                     COWBOY
                         You thinkin' this'll work out, cause 
                         I was thinkin' it just might.

                                     ADAM
                         It will work out.

                                     COWBOY
                         Good then, but, just in case, that 
                         bank's gonna stay closed a bit longer. 
                         You understand that?

                                     ADAM
                         I understand.

                                     COWBOY
                         You're an understandin' fella.

                                     ADAM
                         So, this is the last time I see you 
                         then unless I do bad?

                                     COWBOY
                         No, this one doesn't count. It's 
                         part of the original one. So then... 
                         until we meet again.

                                     ADAM
                         Okay.

               Adam gets in his car and drives off leaving the Cowboy smiling 
               behind him.

                                                                    CUT TO:

               EXT. HOLLYWOOD - MORNING

               We see the rays of the rising sun falling on the huge letters 
               of the HOLLYWOOD SIGN and the hills surrounding it.

                                                                    CUT TO:

               INT.  AUNT RUTH'S APARTMENT. - MORNING

               We see Rita's face as we hear Betty off screen.

                                     BETTY
                         "You're still here?"

                                     RITA
                         "I came back. I thought that's what 
                         you wanted."

               We see Betty.

                                     BETTY
                              (angrily)
                         "Nobody wants you here!"

               Moving back we realize that the girls are acting out Betty's 
               audition scene. Rita is reading her lines.

                                     RITA
                         "Really?"

                                     BETTY
                         "My parents are right upstairs! They 
                         think you've left..."

                                     RITA
                         "So... surprise"...

                                     BETTY
                         "I can call them... I can call my 
                         dad... "

                                     RITA
                         "But you won't..."

                                     BETTY
                         "You're playing a dangerous game 
                         here. If you're trying to blackmail 
                         me... it's not going to work."

                                     RITA
                         "You know what I want... it's not 
                         that difficult."

                                     BETTY
                              (furious)
                         "Get out! Get out before I call my 
                         Dad... he trusts you... your his 
                         best friend. This will be the end of 
                         EVERYTHING..."

                                     RITA
                         "What about you? What will your dad 
                         think about you?"

                                     BETTY
                         "Stop! Just Stop! That's what you 
                         said from the beginning. If I tell 
                         what happened... they'll arrest you 
                         and put you in jail, so get out of 
                         here before..."

                                     RITA
                         "Before what?"

               Betty pulls a table knife out from behind her back.

                                     BETTY
                         "Before I kill you."

                                     RITA
                         "Then they'd put you in jail."

               Betty mimes with moving fingers tears flowing from her eyes.

                                     BETTY
                         Cry, cry, cry, and then I say with 
                         big emotion, "I hate you... I hate 
                         us both!"

               Betty drops the kitchen knife and both girls start laughing.

                                     BETTY
                         Such a lame scene.

                                     RITA
                         But you are really good.

               Betty mimes tapping a cigarette in a cigarette holder ala 
               Dietrich.

                                     BETTY
                         Thank you dahling!

                                                                    CUT TO:

               INT. COCO'S APARTMENT - DAY

               On the move Coco is just bringing her cigarette in its holder 
               up to her painted red lips. The phone is ringing and she's 
               crossing the room to answer it.

                                     COCO
                              (into phone)
                         Hello... Ruthie... How's the great 
                         up north?... Oh, I'm sorry to hear 
                         it... what? Well, I haven't seen her 
                         if she's in there. Now, Ruthie there's 
                         nothing to worry about. I saw Betty 
                         last night and she was just fine. 
                         Yes, and I gave them to her. She's a 
                         real nice kid, Ruthie. Now stop 
                         worrying, will ya. I'll go over and 
                         have a look around. I will. I've got 
                         the production office number. I'll 
                         find you. Now keep your socks on up 
                         there and take lots of "C." Goodbye 
                         honey.

               Coco puts down the receiver with a long sigh.

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT - DAY

               Betty and Rita are sitting on the leather couch having some 
               coffee. The front door to the apartment is open and sunlight 
               is pouring in through the screen door. Betty looks at her 
               watch.

                                     BETTY
                         Oh, no wonder I'm starving. I'm going 
                         to fix a sandwich. You want one?

                                     RITA
                         I'm all right.

                                     BETTY
                         You've got to eat something. You're 
                         just nervous about going over to see 
                         if you're Diane Selwyn.

               Rita just looks at her. Betty starts for the kitchen.

                                     BETTY
                         Suit yourself. I'll share mine with 
                         you if you change your mind.

               Betty goes into the kitchen. Suddenly there's a knock on the 
               screen door and Coco peers in, seeing Rita on the couch. 
               Rita looks up... panicked.

                                     COCO
                         Hi! Who are you?

                                     RITA
                         Uh...Betty!?

               Betty comes out from the kitchen and sees the situation.

                                     COCO
                         Can I see you outside a minute Betty?

               Betty walks past Rita, pats her on the shoulder and goes 
               outside to see Coco who has moved away to wait.

                                                                    CUT TO:

               EXT. COURTYARD 1612 HAVENHURST - DAY

               The screen door slams. Coco and Betty face each other close, 
               out of earshot of Rita.

                                     COCO
                         Your Aunt called me.

                                     BETTY
                         I was afraid of that.

                                     COCO
                         She wants to know who's staying in 
                         her apartment.

                                     BETTY
                              (slowly, deliberately)
                         It's just for a night or two, until 
                         she finds her own place. I tried to 
                         explain that to Aunt Ruth, but the 
                         connection was bad and her plane was 
                         leaving and she got it all mixed up. 
                         I kept telling her it was my friend 
                         and she kept saying she didn't know 
                         any Ritas...

                                     COCO
                         Sweetie, look at me straight.

               Betty lifts her eyes to Coco's. Direct, clear.

                                     BETTY
                         Coco... she's very nice. We went to 
                         school together.

                                     COCO
                         So I guess your Grandpa and Grandma 
                         know her.

                                     BETTY
                         Not really. I met her in junior 
                         college and she was from this other 
                         town.

               Coco looks hard into Betty's innocent face.

                                     BETTY
                         You can call my grandparents... I'm 
                         sure they'd tell you that I don't 
                         lie and I sure wouldn't allow a 
                         stranger to invade my Aunt Ruth's 
                         apartment.

                                     COCO
                         Honey... I was married to a director 
                         for thirty years. He had an uncanny 
                         ability to read people. Maybe some 
                         of it rubbed off on me or maybe I 
                         had it all along... you're a good 
                         kid... What you're telling me is a 
                         load of horse - pucky but it comes 
                         from a good place. I'll trust you to 
                         sort this out. Now I'm not going 
                         against Ruth. She's got enough to 
                         worry about up there in Canada. If 
                         she asks - I'm going to say everything 
                         is okay, and you make sure it is.
                              (Coco places her hand 
                              on Betty's shoulder 
                              and squeezes it)
                         If you need any help you know where 
                         to find me.

               Betty puts her hand on Coco's shoulder and gives her a 
               squeeze.

                                     BETTY
                         You're really something Coco... thank 
                         you.

                                     COCO
                         Don't make me out to be a sucker. 
                         Louise Bonner says there's trouble 
                         in there. You remember last night. 
                         Sometimes she's wrong, but if there 
                         is trouble - get rid of it.

               Coco turns and walks away. Betty studies her and thinks about 
               what she said before turning and going back inside.

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT - SAME

               Betty enters through the screen door. Rita studies her.

                                     RITA
                         Is everything all right? Is it bad 
                         for you that I'm here?

                                     BETTY
                              (slightly forcing a 
                              broad smile)
                         Everything is A-okay, but I've gotta 
                         get that sandwich!

               On her way to the kitchen she checks her watch.

                                     BETTY
                         And I've got an audition in one hour.

                                                                    CUT TO:

               INT. HOLLYWOOD POLICE STATION - DAY

               Detective Neal Domgaard throws two wallets down on the desk 
               in front of Detective Harry McKnight. Harry pauses in the 
               middle of a large bite of grilled cheese sandwich with bacon 
               and tomato. He looks down and studies the wallets.

                                     DETECTIVE HARRY MCKNIGHT
                              (biting in and chewing)

               Nice wallets.

                                     DETECTIVE NEAL DOMGAARD
                         Handstitched Italian. Filled with 
                         phony credit cards... off the two 
                         guys in the Caddy.

                                     DETECTIVE HARRY MCKNIGHT
                         The one of 'em still alive?

                                     DETECTIVE NEAL DOMGAARD
                         Yeah... just... Dr. Scott's got 'im. 
                         You remember Dr. Scott.

                                     DETECTIVE HARRY MCKNIGHT
                         Oh yeah.

                                     DETECTIVE NEAL DOMGAARD
                         Well he said... you know in his way... 
                         you know what I mean? Besides the 
                         guy gettin' rolled up under the kids 
                         car which busted him up pretty bad, 
                         there was this little knife-like 
                         torn piece of metal, you know, off 
                         the car body, rolled out and slid up 
                         through this guy's neck and just 
                         kinda slit his aorta, you know, but 
                         they didn't find it right away, so 
                         the guy's losin' a lot of blood, you 
                         know, to the brain - all this time 
                         cause it was just like this thin 
                         little puncture wound on the surface 
                         of his neck that kinda sealed itself, 
                         he said, while inside the aorta is 
                         bleedin' pretty steady all that time. 
                         So, Dr. Scott's laughin' you know 
                         like he does 'cause he knows we want 
                         to talk to this guy. He's laughin' 
                         you know and shakin'... Son of a 
                         bitch couldn't stop laughin'... It 
                         was kinda contagious 'cause pretty 
                         soon we were all laughin'...the nurse 
                         was laughin'. You know how he is.

                                     DETECTIVE HARRY MCKNIGHT
                         Find out who they are?

                                     DETECTIVE NEAL DOMGAARD
                         Nope, not yet. Their fingerprints 
                         don't match up anywhere.

                                     DETECTIVE HARRY MCKNIGHT
                              (Another big bite - 
                              chewing)
                         Interesting.

                                     DETECTIVE NEAL DOMGAARD
                         Yeah... and they both use the same 
                         address.

                                     DETECTIVE HARRY MCKNIGHT
                         Where at?

                                     DETECTIVE NEAL DOMGAARD
                         Palmdale.

                                     DETECTIVE HARRY MCKNIGHT
                         Damn, that's a long drive.

                                                                    CUT TO:

               EXT. COURTYARD 1612 HAVENHURST - DAY

               Betty is coming out of Aunt Ruth's apartment. She calls back 
               in to Rita.

                                     BETTY
                         I hope I'm back in a couple of hours. 
                         Don't drink all the coke.
                              (we hear laughter 
                              from inside and Rita 
                              calls out.)

                                     RITA
                         Good luck!

                                     BETTY
                         When I get back I'll have the cab 
                         waiting, so be ready to go.

                                     RITA
                         Okay.

               Betty closes the door and heads across the courtyard. She 
               knocks on Coco's door and in a moment Coco answers.

                                     BETTY
                         Sorry to trouble you, Coco.

                                     COCO
                         It's all right gorgeous. Something 
                         wrong?

                                     BETTY
                         No, no. I'm on my way to my audition. 
                         Before I go I wanted to ask you if 
                         you could remember the man's name... 
                         Aunt Ruthie's friend who helped put 
                         this together. It completely went 
                         out of my mind.

                                     COCO
                         His name's Wally Brown... great guy. 
                         Been in the business since forever.

                                     BETTY
                         Thanks Coco. It'd be so embarrassing

                                     COCO
                         Naw! He wouldn't have cared. Just 
                         give him a good performance and he'll 
                         be happy and I've got a feeling you'll 
                         do just that.

                                     BETTY
                         Thanks Coco. I'll let you know.

                                     COCO
                         Get going. You don't want to be late.

                                     BETTY
                         Right. See ya.

                                     COCO
                         Good luck, honey!

               Betty takes off through the iron gates and Coco smiles as 
               she watches her go.

                                                                    CUT TO:

               INT. CAB - DAY

               Betty is wide-eyed and filled with awe at something she is 
               seeing.

                                                                    CUT TO:

               EXT. PARAMOUNT STUDIOS - MAIN ENTRANCE GATE - DAY

               The cab pulls up to the gate. Betty pays the driver and gets 
               out. She-stands for a moment staring at a dream.

               She walks through the gate and as she goes is stopped by a 
               PARAMOUNT GUARD.

                                     PARAMOUNT GUARD
                         And where do we think we're going, 
                         Miss?

               Betty stops and turns.

                                     BETTY
                         To my audition.

                                     PARAMOUNT GUARD
                         And who are we auditioning for today?

                                     BETTY
                         Wally Brown.

                                     PARAMOUNT GUARD
                         And do we know which of the fifty-
                         seven buildings Wally Brown is in?

                                     BETTY
                              (smiling)
                         No, we don't.

                                     PARAMOUNT GUARD
                         Well, now we've got to figure that 
                         out first don't we?

                                     BETTY
                         Yes, Sir.

                                     PARAMOUNT GUARD
                         Mr. Wallace Brown is in the Executive 
                         Building on the second floor. We 
                         want to go in and turn right at the 
                         first street. Then we want to walk 
                         three blocks down past Stage 17 to 
                         the white Executive Building. Once 
                         we're on the second floor the 
                         receptionist will take us from there. 
                         Now do we have name?

                                     BETTY
                         Betty Elms.

                                     PARAMOUNT GUARD
                         Let's see if we have a pass for Betty 
                         Elms... and we do. Here we go. And 
                         good luck Miss. Elms.

                                     BETTY
                         Thank you... thank you very much.

                                                                    CUT TO:

               INT. EXECUTIVE BUILDING - SECOND FLOOR - DAY

               Betty finishes climbing some stairs and crosses to the 
               receptionist. She hands over her pass. The receptionist looks 
               at it, hands it back to Betty and points down the hall to 
               her left.

                                     RECEPTIONIST
                         Number 43, on the left.

                                     BETTY
                         Thank you.

               Betty walks down the long corridor past several offices. The 
               door to office 43 is open when she arrives and she enters a 
               large sitting room with a receptionist at a desk off to one 
               side.

                                     RECEPTIONIST
                         May I help you?

                                     BETTY
                         My name is Betty Elms. I'm here to 
                         audition for... Mr. Brown

                                     RECEPTIONIST
                         Good. Perfect timing. Have a seat 
                         and I'll get Mr. Brown.

               The receptionist stands, walks to a door, knocks twice, then 
               enters.

               She closes the door behind her and Betty is alone in the 
               sitting room. She sits on a couch and looks at the old movie 
               posters covering all four walls.

               In a moment the same door opens again and an elderly, 
               distinguished looking gentleman WALLY BROWN comes out smiling. 
               Betty stands up immediately.

                                     WALLY
                         Betty Elms?

                                     BETTY
                         Yes.

                                     WALLY
                         I'm Wally Brown. Your Aunt is a very 
                         dear friend of mine so it's 
                         particularly nice to meet you.

                                     BETTY
                         Very pleased to meet you.

                                     WALLY
                         Come in. I'd like you to meet 
                         everyone.

               As they walk into Wally's office...

                                     WALLY
                         I took the liberty of inviting an 
                         extra person to see your audition. 
                         She saw your resume picture and was 
                         very interested in meeting you.

               Inside Wally's office several people rise out of chairs when 
               Wally enters with Betty.

                                     WALLY
                         Betty Elms this is Jack Taft, my 
                         assistant, Jimmy Katz who we've 
                         already cast for the part of "Chuck". 
                         He'll be doing the scene with you. 
                         This is Julie Chadwick and Bob 
                         Brooker, the director, and our 
                         surprise guest is Sarah James. We 
                         couldn't afford her to cast our 
                         picture, but as casting agents go 
                         she's the best.

                                     SARAH JAMES
                         Why thank you, Wally. Hello Betty.

               She and Betty shake hands.

                                     BETTY
                         Pleased to meet you.

                                     SARAH JAMES
                         This is Nicki, my assistant.

               Nicki, a very stylish, thin girl with black cat-eyed glasses 
               nods coolly to Betty.

                                     WALLY
                         And this is Martha, Martha Johnson, 
                         who you met out front.

               Betty nervously smiles to the room.

                                     BETTY
                         Hi.

                                     WALLY
                         Well. Shall we get to it? Would you 
                         like a water or a coffee before we 
                         begin?

               Betty's hands are beginning to sweat.

                                     BETTY
                         No, no, I'm fine.

                                     WALLY
                         Well then, take a seat everyone. 
                         Betty why don't you join Jimmy and 
                         we'll play the scene. Is there 
                         anything you'd like to say Bob... 
                         something to Betty before they begin?

               Betty stops on her way across to Jimmy and looks to Bob the 
               director.

                                     BOB
                         No... it's not a contest, see, the 
                         two of them with themselves, so don't 
                         play it for real until it gets real.

               Betty doesn't know what to say. She catches Sarah's assistant, 
               Nicki, rolling her eyes.

                                     BETTY
                         Okay.

               Betty continues walking toward Jimmy who opens his arms to 
               her as she approaches. He's old enough to be her father.

                                     JIMMY
                         Just tell me where it hurts, baby.

                                     BETTY
                         What?

                                     JIMMY
                         I want to play this one close, Bob. 
                         Like it was with that girl, what's 
                         her name, with the black hair. That 
                         felt good. Whaddya think?

               Betty looks from Jimmy to Bob.

                                     BOB
                         That'd be good, Jimmy. Just don't 
                         rush that line again. I told you... 
                         the line where you say, "Before what?"

                                     JIMMY
                         I was playin' off 'em. They say, 
                         "They'll arrest you"... and stuff 
                         like that... "put you in jail"... 
                         they say it like that. They all say 
                         it the same way, so I react like 
                         that.

               Jimmy turns to Betty.

                                     JIMMY
                         Look... what's your name?

                                     BETTY
                         Betty.

                                     JIMMY
                         Yeah... Betty. You don't rush it. I 
                         don't rush it. We play it close, 
                         just like in the movies.

               Jimmy reaches out and puts his arm around Betty and brings 
               her in against his pot belly.

                                     JIMMY
                         Dad's best friend goes to work.

               Jimmy smiles as he brings Betty a little closer. She is trying 
               to concentrate through the nervousness and Jimmy's breath. 
               There is a silence as Jimmy looks her in the eyes.  Everyone 
               in the room is looking Betty in the eyes.

                                     WALLY
                         Bob?

                                     BOB
                         And... ACTION!

               Betty and Jimmy start the scene. It is very difficult for 
               Betty as Jimmy has her in an absurd clench now.

                                     BETTY
                         You're still here?

                                     JIMMY
                         I came back. I thought that's what 
                         you wanted.

               Jimmy plays this with a big lecherous smile. He gives the 
               last part of the line across her cheek up to her ear.

                                     BETTY
                         Nobody wants you here.

               Betty uses the anger of this line to push herself away from 
               Jimmy. Jimmy reaches out and grabs her wrist.

                                     JIMMY
                         Really?

               Betty pulls her hand away and stands her ground.

                                     BETTY
                         My parents are right upstairs! They 
                         think you've left.

               Jimmy smiles broadly and moves again toward Betty.

                                     JIMMY
                         So... surprise!

               Betty pushes him back.

                                     BETTY
                         I can call them... I can call my 
                         dad.

                                     JIMMY
                         But you won't.

               He grabs Betty by the wrist again and pulls her in to him.  
               He puts his hand on her waist and it accidentally slips and 
               keeps going down her hips. He jerks his hand back. Betty 
               looks down and sees Jimmy's hand hovering above her thigh. 
               Betty takes her hand and gently presses down on Jimmy's hand. 
               She slowly looks up with the most seductive smile. Jimmy 
               lets his hand rest more firmly on her thigh, and squeezes 
               her thigh as he sees her smile. With his other hand Jimmy 
               gently pulls her closer. Something has started coming over 
               Betty and she catches the drift of this scene in a different 
               way. She's surprising herself.

                                     BETTY
                              (almost a hot whisper)
                         You're playing a dangerous game here. 
                         If you're trying to blackmail me... 
                         it's not going to work.

               Jimmy now surprises himself. He becomes almost tender and 
               genuinely worked up from the heat coming off Betty.

                                     JIMMY
                         You know what I want... it's not 
                         that difficult.

               Where the scene should turn to anger from Betty it can't now 
               and Betty plays it as she feels it. She stays in very close 
               to Jimmy - looking him right in the eyes.

                                     BETTY
                              (whispering desperately - 
                              slowly)
                         Get out... Get out before I call my 
                         dad. He trusts you... you're his 
                         best friend.
                              (her arms go around 
                              him)
                         This will be the end of everything.

               Jimmy gets lost. He doesn't know where he is anymore. He can 
               only see Betty's eyes.

                                     JIMMY
                         What about you? What will your dad 
                         think about you?

               Betty still playing it in a dreamy whisper... lost in heat.

                                     BETTY
                         Stop... just stop! That's what you 
                         said from the beginning. If I tell 
                         what happened... they'll arrest you 
                         and put you in jail, so get out of 
                         here before...

                                     JIMMY
                              (caught by her 
                              transfixing, sultry 
                              eyes, and almost 
                              breathless... he 
                              finds himself taking 
                              an extra long pause)
                         Before what?

               As scripted Betty pretends to pull the knife from behind her 
               back, but wraps the knife around behind Jimmy and pulls him 
               into a kiss.

                                     BETTY
                              (as she kisses him - 
                              whispers)
                         Before I kill you.

               Jimmy panics and pushes Betty away with his hands on her 
               shoulders as if forcing himself to come out of a trance. He 
               finally is able to say his line.

                                     JIMMY
                         Then they'd put you in jail.

               As scripted Betty is supposed to cry now and it is very easy 
               for her to do this because she's ashamed at how the sex of 
               the scene took her over. Tears begin running down her cheeks. 
               She backs away.

                                     BETTY
                         I hate you... I hate us both!

               She pretends to drop the knife. The scene ends.

               Everyone in the room has become mesmerized by Betty, but 
               they soon drift back to reality and begin applauding the 
               performance. Sarah turns to Nicki.

                                     SARAH JAMES
                         I'm going to take her over there.

                                     NICKI
                         Big time!

                                     WALLY
                              (to everyone)
                         Wow!

               Betty wipes her eyes and turns smiling - still shocked at 
               herself.

                                     BETTY
                         Well, there it was.

                                     JIMMY
                         There it was it was! Baby, you got a 
                         way!

                                     WALLY
                         Bob?

                                     BOB
                         Very good. Really. I mean it was 
                         forced maybe but still humanistic. 
                         Yeah, very good, really.

                                     WALLY
                         Well, thank you Betty, and I mean 
                         that. That was very impressive. You've 
                         done your Aunt proud and I'm going 
                         to tell her the first chance I get. 
                         We'll speak again soon I'm sure, and 
                         thank you so much for coming in.

                                     BETTY
                         Well, thank you.

               Betty doesn't quite know what to do. She moves to the center 
               of the room and just stands. Remnants of the scene still 
               staying with her.

               Sarah stands and Nicki stands just after.

                                     SARAH JAMES
                         Thank you, Wally. I'm sure you all 
                         have a lot to talk about. We'll walk 
                         Betty out.

                                     WALLY
                         Well, yes indeed. Our pleasure, Sarah, 
                         and don't you be a stranger. We'd 
                         love to see you around here again 
                         real soon.

                                     SARAH JAMES
                         Well come along, Betty.

               Sarah takes Betty's hand and they go to the door. Betty turns 
               back once more and smiles.

                                     BETTY
                         Thank you again, Mr. Brown. It was 
                         nice meeting all of you.

               Everyone nods and waves and Betty is taken out by Sarah and 
               Nicki.

                                                                    CUT TO:

               INT. CORRIDOR EXECUTIVE BUILDING - DAY

               The three of them walk down the corridor.

                                     SARAH JAMES
                         Oh God, that was awful!

               Betty's head spins to Sarah. A look of shock and let down on 
               her face.

                                     SARAH JAMES
                         Oh, not you Betty. You were stellar 
                         and I mean that, but poor Wally. 
                         He'll never get that picture made. 
                         Wally's days were up twenty-years 
                         ago.

                                     NICKI
                              (sickening little 
                              laugh)
                         How about that Jimmy Katz?

                                     SARAH JAMES
                         Oh god! Jimmy Katz never had a day. 
                         Jimmy Katz never had a minute. Poor 
                         Wally.

               Betty finds herself getting a little upset.

                                     BETTY
                         They seem very nice to me, and 
                         Wally... Mr. Brown is a very close 
                         friend of my Aunt's, so...

                                     SARAH JAMES
                         Settle down, Betty. Don't get me 
                         wrong. I love Wally. I ought to. I 
                         was married to him for ten years.

               Betty does another shocked head turn.

                                     SARAH JAMES
                         And I love actors, all actors, Jimmy 
                         Katz included. We just get a little 
                         catty sometimes. Now we want to take 
                         you across the way and introduce you 
                         to a director who's a head above the 
                         rest. He's got a project that you 
                         would kill!

               At the word 'kill' Betty turns to her once again with a 
               questioning look.

                                     SARAH JAMES
                         ...Knock it right out of the park.

                                                                    CUT TO:

               INT. RECORDING STUDIO - DAY

               We see what looks like a recording studio right out of the 
               1960's. We're looking through a plate of glass. A blonde 
               girl is standing at a vintage microphone. Behind her are 
               three back-up male vocalists dressed in three tone, shiny 
               60's suits. We hear strings soar up and the blonde girl begins 
               to sing SIXTEEN REASONS by Connie Stevens. The male vocalists 
               backing her up flawlessly.

               We move back and realize we are on a movie set inside a sound 
               stage. A screen test is being shot of the girl and as we 
               continue moving back we see the director Adam Kesher 
               surrounded by his crew. Behind them there are many people 
               standing, eating, watching, working. The stage is full and 
               bustling. The song plays loudly over. Sarah and Nicki bring 
               Betty into this scene through a giant stage door. A guard 
               mimes for them to be quiet as they approach the set. The 
               song continues to play over.

               As Sarah leads Betty up close Adam turns and his eyes fall 
               on the beautiful face of Betty Elms. Sensing something Betty 
               turns and sees Adam. They each seem to feel the thrill of 
               the thunderbolt, but each embarrassed to stare longer than 
               they already have turn back and watch the girl finish the 
               song.

                                     ADAM
                              (calling out through 
                              an electronic 
                              megaphone)
                         Cut it!

               He gets out of his chair and walks into the set - up to the 
               blonde girl. He shakes her hand.

                                     ADAM
                         Thank you very much, Carol. It was 
                         really great of you to come in. I 
                         know how busy you are.

                                     CAROL
                         Oh, man, are you kidding? I love 
                         this script! Where do I sign?

                                     ADAM
                         Look... I love you, but there's no 
                         way they're gonna let me cast this 
                         thing until I've seen everyone. I'll 
                         let you know as soon as I can.

                                     CAROL
                         I know you will... cause my manager's 
                         gonna bug you day and night... me 
                         too.

                                     ADAM
                         It'll be my pleasure. Now, get out 
                         of here.

                                     CAROL
                         Oh, you're just so cruel... don't 
                         forget me. I'm the girl that's going 
                         to play this part.

                                     ADAM
                              (lightly pinching her 
                              cheek)
                         See ya later.

               Adam turns and goes back out of the set onto the stage floor.  
               He looks around. He sees Betty being introduced by Sarah to 
               some of the studio executives. He goes over to his Assistant 
               Director and looks down at the man's notepad.

                                     ADAM
                         Who's next, Hank?

                                     HANK
                         Camilla Rhodes.

               Adam wonders - worries.

                                     ADAM
                         Is she ready?

                                     HANK
                         All ready.

                                     ADAM
                         Bring her out.

               Hank speaks into his walkie-talkie headset. The sound of his 
               voice can be heard in several locations throughout the stage.

                                     HANK
                              (through walkie-talkie)
                         Camilla Rhodes next!

               Adam looks up - a beautiful blonde steps into the set in 
               front of the microphone. IT IS THE GIRL! The back-up singers 
               step in behind her.

               Adam nods to Hank.

                                     HANK
                         Turn over!

               The cameraman calls out, "Speed".

                                     ADAM
                              (through megaphone)
                         Playback!

               Countdown before the music begins.

                                     ADAM
                         ACTION!

               The strings soar up and Camilla Rhodes begins to sing.

               On the set Betty hears the song again and turns and watches.  
               Once again her eyes find Adam as his eyes are finding hers. 
               This time Adam turns away. He watches Camilla for a moment. 
               She is passable, but not spectacular. Adam reaches out and 
               pulls Hank over to him.

                                     HANK
                         Yeah?

               Adam pauses.

                                     ADAM
                         Get Jason over here.

               Hank gets on his walkie-talkie.

                                     HANK
                         Cindy... Adam wants to see Jason.

               Adam continues to watch Camilla Rhodes sing. JASON GOLDWYN, 
               a tall sixty year old silver-haired man, comes through the 
               crowd and stops at Adam's side. He looks down at Adam, but 
               Adam continues watching Camilla Rhodes. Jason follows Adam's 
               gaze and he watches Camilla sing then turns back to Adam. 
               Adam slowly looks up right into Jason's eyes - wondering how 
               much Jason knows, but Jason's face doesn't give away a thing.

                                     JASON
                         Did you want to tell me something, 
                         Adam?

                                     ADAM
                         This is the girl!

               At that moment Ray, having overheard, comes to Jason's side.  
               He smiles at Adam.

                                     RAY
                         Excellent choice, Adam.

               Adam is sick with himself.

               Across the room Betty panics when she looks at her watch.

                                     BETTY
                         Oh... oh... I have to be somewhere. 
                         I promised a friend.

               She quickly shakes Sarah's and Nicki's hands saying, "I'm 
               sorry, I'm sorry" and runs off like Cinderella.

               Adam turns and sees her running off out of his world.

               Chris Isaak's song "Except The New Girl" segues in over Connie 
               Stevens and plays as Adam, Sarah and Nicki watch Betty 
               disappear out the sound stage door.

                                                                    CUT TO:

               EXT. 1612 HAVENHURST - STREET - DAY

               Chris Isaak song "Except The New Girl" continues.

               An idling cab sits waiting with back door open.

                                                                    CUT TO:

               COURTYARD - 1612 HAVENHURST DAY

               Chris Isaak song segues to the sounds of a blues saxophone.

               Betty and Rita come out of Aunt Ruth's apartment. Betty is 
               laughing, pulling on Rita.

                                     BETTY
                         C'mom. There's nothing to be afraid 
                         of.

               Across the courtyard CORNELL DUMONT, a strikingly handsome 
               young black musician, is on his balcony playing the saxophone. 
               He stops playing when he sees the girls. He stands and looks 
               as if recognizing someone.

                                     CORNELL DUMONT
                         Hey!

               Betty and Rita stop and look up, shielding their eyes from 
               the sun.

                                     CORNELL DUMONT
                         Hey, how's Sol?

                                     BETTY
                         Sol?

                                     CORNELL DUMONT
                         No... not you...
                              (to Rita)
                         I'm sorry... I forget your name.

                                     RITA
                              (almost inaudible)
                         Rita.

                                     CORNELL DUMONT
                         Yeah. Well, I haven't seen Sol lately. 
                         Tell him to come by the club.

               Rita nods... biting her lip. Cornell smiles and picks up his 
               sax.

                                     BETTY
                         And what's your name?

                                     CORNELL DUMONT
                              (big smile)
                         Cornell Dumont.

               He begins to blow some sweet jazz that flows smooth as syrup.

                                     BETTY
                              (whispering)
                         Ask him who Sol is...

               Rita hurriedly starts for the gate.

                                     BETTY
                         Maybe he could help...

               Betty follows Rita through the gate to the waiting cab. They 
               get in and the cab pulls away.

                                                                    CUT TO:

               INT. CAB - DAY

               Betty reaches and gently grabs Rita's shoulder. She speaks 
               firmly but quietly so the cab driver won't hear.

                                     BETTY
                         Why didn't you ask him? Sol knows 
                         you!

                                     RITA
                              (whispering back)
                         But I don't know, Sol. I never heard 
                         of Sol. I'd just get in trouble. 
                         That's why we shouldn't go see about 
                         Diane Selwyn... it's better not to 
                         get in trouble.

                                     BETTY
                         You're not going to get in trouble. 
                         You're going to find out who you 
                         are. Finding out who you are gets 
                         you out of trouble.

               Rita thinks about this silently then begins to worry and 
               doubt all over again.

                                                               DISSOLVE TO:

               INT. CAB - LATER

               Betty holds the slip of paper with the address in her hand.  
               She turns back and forth watching the buildings on both sides 
               of the street.

                                     BETTY
                         It should be around here...

               Rita watches out of the window pensively as the cab moves up 
               Sierra Bonita. They near a modern apartment compound of 
               bungalows and duplexes almost hidden in the trees and 
               vegetation. A smooth stucco wall surrounds the complex.

                                     BETTY
                              (points)
                         That's it... 2590.
                              (nudging Rita)
                         Does it look familiar?

               Rita shakes her head... no. Rita is looking at a black car 
               parked down the street facing 2590. She discerns two men 
               sitting in the front.

                                     RITA
                         Don't stop!

                                     BETTY
                         What is it? What do you see?!

                                     RITA
                              (quietly - frantic)
                         Those men in front, in the car.

                                     BETTY
                         Do you know them?!

                                     RITA
                         No... but...

                                     BETTY
                              (to driver)
                         Keep going. Go around to the back.

                                                                    CUT TO:

               EXT. SIERRA BONITA APARTMENT - BACK ALLEY - DAY

               Betty gets Rita out of the cab and pays the driver, who then 
               drives away. The girls go through a rear gate and enter the 
               complex walking along a curving concrete walk. This leads 
               them to an intersection where a registry is printed on a 
               rough hewn wooden plaque. They scan the list.

                                     BETTY
                         Selwyn... number 12.

               They both look around the various doors near them. Betty 
               spots a sign which says, behind an arrow, bungalows #10 
               through #20.

                                     BETTY
                         It's this way.

               They set off down another sidewalk toward Bungalow #12. As 
               they near it and actually can see it just ahead they pass a 
               chainlink service gate to the alley. Standing in the alley 
               is a man in a dark suit wearing sunglasses.

               Both girls dive for the bushes.

               The man in the black suit turns reacting to the noise and 
               motion. Both girls are trying to catch their breath and stay 
               as still and quiet as possible.

                                     BETTY
                              (panting whisper)
                         Now, you've got me scared.

               Peering through the bushes they see the man still looking in 
               their direction. Suddenly he turns and smiles at something 
               to his left.

               He hurries off, but soon returns carrying two heavy suitcases, 
               followed by an older woman in a yellow dress. Both Betty and 
               Rita crawl further forward. They see the limo and realize 
               that the man they were afraid of is an ordinary limousine 
               driver just going about his work. The girls stand up, relieved 
               and a little embarrassed.

                                     BETTY
                         See, I told you there was nothing to 
                         be afraid of!

               They go up to Bungalow #12 and stand for a moment facing the 
               front door.

                                     RITA
                         Oh no... don't.

               Betty doesn't listen to Rita. She knocks strongly on the 
               door. They stand waiting. There's no answer so Betty knocks 
               again harder. They wait.

                                     RITA
                         No one's...

               Suddenly the door opens. An attractive MIDDLE-AGED WOMAN 
               stands before them.

                                     MIDDLE-AGED WOMAN
                         Yes?

                                     BETTY
                         Diane?

                                     MIDDLE-AGED WOMAN
                         Number 17.

                                     BETTY
                         But it said #12.

                                     MIDDLE-AGED WOMAN
                         I switched apartments with her. She's 
                         in #17. Just walk down that way. 
                         It's just to the right.

               The woman seems to be looking now at Rita.

                                     MIDDLE-AGED WOMAN
                         It's kind of hidden by the foliage.

               Betty and Rita start to leave.

                                     MIDDLE-AGED WOMAN
                         She hasn't been around for a few 
                         days...

                                     BETTY
                         Well... we'll leave her a note.

                                     MIDDLE-AGED WOMAN
                              (starting toward them)
                         I'll go with you. She's still got 
                         some of my stuff.

               The phone rings from inside her bungalow.

                                     MIDDLE-AGED WOMAN
                              (turning back)
                         Oh... go ahead. I've got to get that.

               The woman hurries back inside and closes the door. Betty and 
               Rita quickly move up the walkway toward Bungalow #17.

                                     BETTY
                         I guess you're not Diane.

               Rita, still fighting her fear doesn't answer.

               They reach Bungalow #17. It's set back beneath tall bushes 
               and an old Eucalyptus tree. The front door is in deep shadow. 
               Without even looking at Rita Betty knocks quickly. There's 
               no answer. She knocks again.

                                     BETTY
                         Still not home I guess.

               The girls drift off to the side of the bungalow. Betty tries 
               to see in the windows. She tries a window and to her surprise 
               it opens.

                                     RITA
                         I don't think...

                                     BETTY
                              (looking around for 
                              anyone watching)
                         C'mon help me in. I'll open the front 
                         door.

                                     RITA
                         No.

               Betty jumps up and catches her knees on the siding, her head 
               through the open window.

                                     BETTY
                         PUSH!!!

               Rita reluctantly pushes and Betty is in. As she closes the 
               window...

                                     BETTY
                         Meet you at the door.

               Rita walks around to the front door and gets there just as 
               Betty opens it. Betty has her hand over her mouth and nose.

                                     BETTY
                         I don't know if you want to come in 
                         here or not. There's some kind of 
                         horrible smell like... something...

               Rita is compelled to go in and as the door clicks shut she 
               reacts to the smell.

                                                                    CUT TO:

               INT. BUNGALOW #17 - DAY

               Betty begins to go through the bungalow and Rita follows.  
               All the blinds are closed and the curtains drawn. They move 
               slowly, looking around at everything as they go. Betty looks 
               to Rita to see if any of this is something she remembers. 
               Rita looks as though she's walking in a trance. Through the 
               half light they move deeper into the bungalow to a corridor.

                                                                    CUT TO:

               EXT. SIERRA BONITA APARTMENTS - BUNGALOW #12 - DAY

               The Middle-Aged Woman is just shutting the door to her 
               bungalow. She walks quickly in the direction of Bungalow 
               #17.

                                                                    CUT TO:

               INT. BUNGALOW #17 - DAY

               Betty and Rita are moving down the corridor. They pass a 
               small room and look in at a couch, wardrobe and make-up table. 
               They move on down the corridor to a door which is almost 
               closed. Betty touches the door and it seems to swing open on 
               its own. They enter the room and stop cold. A scream starts 
               to build inside Rita. Before them is a dead woman lying on a 
               bed. Great chunks of mattress are standing upright having 
               been ripped and torn by shotgun blasts. A dried sea of blood 
               surrounds the bloated, gray body of the woman. The scream 
               comes out of Rita as a force propelling her to look closer. 
               Betty lunges after Rita, her eyes also not able to leave the 
               sight. She covers Rita's mouth with her hand and brings her 
               close. The scream is stifled by Betty's hand.

               In the silence that follows, knocking can be heard. Betty 
               freezes and keeps Rita quiet with her hand still placed over 
               her mouth, but she can't stop Rita's violent shaking nor the 
               horror in her eyes.

                                                                    CUT TO:

               EXT. BUNGALOW #17 - DAY

               The Middle-Aged Woman backs away from the front door, looking 
               around at bungalow #17. She's not sure if she has heard 
               something or not. She wonders, then turns and goes back to 
               her bungalow.

               Just as she has disappeared the door to Bungalow #17 flies 
               open and Rita, followed closely behind by Betty, runs with a 
               look of horror directly toward us until her tortured face 
               fills the screen.

               Sounds, churning music.

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT - BATHROOM - DAY

               Sounds, music churning continues.

               Great sobs, almost hysterical, wrack Rita's body as she bends 
               over the sink, scissoring into her long, dark hair with a 
               frenzy. There is a loud sound of the scissors cutting deep 
               through many strands of hair. Betty is rushing to her - her 
               hands reach tenderly, but firmly for Rita's hand holding the 
               scissors. She keeps her from cutting and moves closer, 
               whispering in Rita's ear. Rita can't stop crying, but lets 
               Betty hold her. Music changes...

                                     BETTY
                         Rita... I know what you're doing.

                                     RITA
                              (through uncontrollable 
                              sobs)
                         What... I... HAVE... to do.

                                     BETTY
                         I know what you have to do, but let 
                         me do it.

               Rita turns and looks up at Betty, her eyes red with crying.  
               Betty pulls her up facing her. Rita lets Betty take the 
               scissors. They look into each other's eyes. Betty gently 
               strokes Rita's cheek, wiping away some tears.

                                     BETTY
                         Let me do it.

                                                               DISSOLVE TO:

               INT. AUNT RUTH'S APARTMENT - LATER - DAY

               Panning slowly across we see on the bathroom counter various 
               open bottles, used Q-tips, towels, combs, a brush, a bowl, 
               and lots of long strands of cut black hair. We continue moving 
               up to an empty mirror and eerie music builds. The reflection 
               of the new Rita moves into the mirror. She has short, 
               beautiful blonde hair, blonde eyebrows and no make-up.  
               Betty's reflection comes in beside Rita's. They stare at the 
               new Rita in the mirror.

                                     BETTY
                              (quietly with assurance)
                         You look like someone else.

                                                                    CUT TO:

               EXT. COURTYARD 1612 HAVENHURST - LATE EVENING - ALMOST DARK

               We move off the door of Aunt Ruth's apartment and crane slowly 
               up to the apartment above hers - WILKINS - the one with the 
               wayward dog. We move closer to Wilkins' apartment and as we 
               move in we hear a phone ringing.

                                                               DISSOLVE TO:

               INT. WILKINS' APARTMENT - A MOMENT LATER

               Wilkins still in his pajamas, bathrobe and slippers from 
               morning slouches in an enormous stuffed chair and matching 
               ottoman, surrounded by piles of papers and coffee cups. His 
               Jack Russell Terrier wakes and stands at the sound of the 
               phone ringing on a side table next to Wilkins. Wilkins comes 
               out of a deep thought and picks up the receiver as he runs 
               his hand through strange, matted tufts of dirty blonde hair.

                                     WILKINS
                         Hello. Adam. How's it going? No, 
                         it's okay. Yeah, I'm working, but... 
                         they wanted this script a week ago. 
                         What? What's wrong with your house? 
                         The poolman? Sure, you can have the 
                         couch. No, it's no problem... it's 
                         just I gotta... I gotta work. Any 
                         chance you could bring some food. 
                         No, I got plenty of money - I just 
                         haven't gone out for awhile. Groovy 
                         man! Murphy and I'll be glad to see 
                         you. No, no, no, he's got plenty of 
                         food.

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT - BEDROOM - NIGHT

               Rita has just taken the hatbox from the closet shelf and is 
               setting it on the bed.

                                     BETTY
                         What are you doing?

               Betty is sitting on the bed opposite. Rita opens the hatbox 
               and removes her purse. She opens the purse and takes out the 
               money. She sits down on the bed and while staring at the 
               money she thinks of what to say.

                                     RITA
                         You've been so good to me... now we 
                         know why... why I was so afraid. We 
                         know what kind of trouble I'm in. I 
                         shouldn't... ask you... I only have 
                         this to offer. I'll give you this if 
                         I can stay here for awhile. I don't 
                         know what else to do.

               Betty moves across the bed to the side of Rita. She puts her 
               arm around Rita and holds her.

                                     BETTY
                         Rita... I want you to stay here and 
                         you don't have to give me that money.

                                     RITA
                         But I want to.

                                     BETTY
                         No. We shouldn't touch that money. 
                         We don't know about that money. That 
                         might be dangerous money. You have 
                         to start all over again. You look 
                         like a brand new person and you can 
                         be a brand new person... whoever you 
                         want to be.

                                     RITA
                         It sounds kind of nice... being 
                         somebody brand new.

                                     BETTY
                         Hey, let's introduce the brand new 
                         you to Hollywood. We haven't seen 
                         the roof garden yet.

                                                                    CUT TO:

               EXT. COURTYARD -  NIGHT

               The girls come out the front door... Betty leading and pulling 
               a much happier Rita along with her. They half run across the 
               courtyard to stone steps under an Ivy covered eave.

                                                                    CUT TO:

               EXT. ROOF GARDEN - NIGHT

               The girls race up the stone steps toward us. Soon their wind- 
               blown, smiling faces fill the screen as they look out. There 
               before them are the lights of Hollywood with silhouetted 
               palms, slow-moving theater kleig lights, and floating above 
               it all the giant sign in the hills reading HOLLYWOOD.

                                     BETTY
                         Here I am Hollywood! My name's Betty.

               A pause.

                                     BETTY
                              (to Rita)
                         Say it!

                                     RITA
                         Here I am Hollywood! My name is... 
                         Rita.

               They look out, maybe waiting for an answer blowing in the 
               Santa Ana wind.

                                                                    CUT TO:

               INT. AUNT RUTH'S APARTMENT - NIGHT - A MOMENT LATER

               We move in to the pile of money next to Rita's purse. Past 
               that we move down inside Rita's purse. We see the Blue Key 
               and move closer to it until it fills the screen.

                                                                    CUT TO:

               EXT. DENNY'S RESTAURANT - HOLLYWOOD - NIGHT

               We drift along the red bricks past the payphone, along the 
               wall until we come to the corner. Slowly we round the corner 
               and move to a dark alley. There amongst the dumpsters and 
               trash cans is the dark silhouette of a figure. We move closer 
               to the figure. It is the bum and the bum sits. We move closer 
               and the bum's face fills the screen. It's face is black with 
               fungus. It's eyes turn and they seem to be red.

                                         THE END