Blue Velvet
             B L U E   V E L V E T

                   screenplay by
                    David Lynch



FADE IN:

FOLDS OF BLUE VELVET UNDULATE EVER SO SLOWLY.

WITH TITLES

                                 DISSOLVE TO:

1. EXT. BEAUMONTS' FRONT LAWN - DAY

Blue skies. PAN SLOWLY DOWN to clean white picket fence, with beautiful 
red roses in front of it. Birds CHIRP in the distance. A faint sprinkler 
SOUND is heard. Very sweet MUSIC is playing.

                                 DISSOLVE TO:

2. EXT. TREE - DAY

A songbird SINGS in the tree.

                                 DISSOLVE TO:

3. EXT. CROSSWALK - SHADY STREET - DAY

A very clean uniformed, smiling POLICEMAN with arms outstretched allows 
clean happy SCHOOL CHILDREN to cross the street safely.

                                 DISSOLVE TO:

4. EXT. SHADY STREET - DAY

A bright red gorgeous fire engine is moving very slowly down the street.

We MOVE IN to see the happy face of a FIREMAN.

                                 DISSOLVE TO:

5. EXT. FLOWER GARDEN - DAY

Yellow tulips sway in a warm afternoon breeze.

                                 DISSOLVE TO:

6. EXT. BEAUMONTS' FRONT LAWN - DAY

The same white picket fence with roses in front of it. 

PANNING SLOWLY now away from the roses down to the rich green lawn 
and over to the sprinkler which goes around and around shooting water 
droplets sparkling in the light. 

This is slightly SLOW MOTION and DREAMY.

                                 DISSOLVE TO:

7. EXT. BEAUMONTS' FRONT LAWN - DAY

CLOSER ON WATER DROPLETS. The water droplets are somewhat abstracted 
as they dance in the light.

PAN DOWN now to the green grass, traveling along the grass. 

The MUSIC becomes fainter as we MOVE SUDDENLY under the grass, now as 
if in a dark forest. 

SLOWLY MOVING THROUGH. 

The grass is like great timbers.

It is GETTING DARKER and ominous SOUNDS come up as we discover black 
insects crawling and scratching in the darkness.

FADE TO:

8. EXT. BEAUMONT'S FRONT LAWN - DAY

MR. BEAUMONT is watering flowers and grass with the hose.

He is dressed in khaki trousers, canvas shoes, old white shirt, straw 
hat and dark glasses.

CLOSE - MR. BEAUMONT

watches his watering, then looks up.

The sky and the neighborhood are reflected in his dark glasses.  He 
moves his false teeth around a little in his mouth, jutting out his chin 
in the process.  He's thinking about who knows what.

He looks back down at his lawn.

CLOSEUP - WATER ON GRASS

The water hits the grass and mats it down.

WIDER - MR. BEAUMONT

moves the hose over a bush and gets a kink in it.

Water stops coming out of the nozzle and there is a LOUD HISSING NOISE 
of water under pressure.

CLOSEUP - KINK IN HOSE

Loud HISSING NOISE.

Mr. Beaumont goes around the bush and is undoing the kink when he is 
suddenly hit with a tremendous seizure.

CLOSEUP - MR. BEAUMONT
He's doubling over and falls to the ground.  He continues to grasp onto 
the hose.

Water shoots crazily onto the driveway and his car.

Mr. Beaumont seems to be in tremendous pain. 

                                 CUT TO:

9. INT. BEAUMONTS' LIVING ROOM - DAY

Mrs. Beaumont is curled up on the couch, smoking a cigarette and watching 
T.V.  It's a daytime soap.

CLOSEUP - MRS. BEAUMONT

Takes a big drag of her cigarette and luxuriously french inhales a huge 
quantity of blue smoke.  She's enjoying her show.

                                 CUT TO:

10. EXT. BEAUMONTS' FRONT LAWN - DAY

CLOSEUP - MR. BEAUMONT

His teeth are crooked in his mouth now as he tries to scream.

No sound is coming out.

WATER SOUND is loud.

WIDER - MR. BEAUMONT

Water is still spraying out over the driveway and onto the car and into 
the yard beyond.

A small boy, GREGG, appears wearing only white underpants and a white 
t-shirt.  He holds a large red popsicle.

Gregg waddles around looking at the crazy water show.  He holds his hand 
out to get it wet in the spray.  This makes him screw up his face in a 
laugh.

He waddles over and looks at Mr. Beaumont on the ground.

Mr. Beaumont seems to be worse now, unconscious, but still gripping the 
hose tightly. His clothes are sopping wet.

11. EXT. GREGG'S HOUSE - DAY

Screen window of Gregg's house. Gregg's mother calls out but remains 
looking at a bowl she is holding in her hands.

                 GREGG'S MOTHER
                    (calling out)
Gregg. Billy's waiting for his teddy.

She then turns to look out.

                 GREGG'S MOTHER
                     (continuing)
GREGG! Billy's waiting for his teddy, honey.

                                 CUT TO:

12. EXT. BEAUMONTS' FRONT LAWN - DAY

GREGG'S MOTHER P.O.V. THROUGH SCREEN WINDOW

IN THE DISTANCE, she sees Gregg's back, a bush, some legs with wet khaki 
trousers and water squirting up in the air.

                  GREGG'S MOTHER (V.O.)
         TOM!!!

                                 CUT TO:

13. EXT. COLLEGE CAMPUS BUILDING - NIGHT

TRAVELING along sidewalk, bushes, to lighted windows of an auditorium. 
MUSIC is heard.

14. INT. COLLEGE AUDITORIUM - NIGHT

A dance is going on.  Sixties MUSIC plays, performed by a live band on 
stage.  College kids dance.

A COLLEGE BOY enters the auditorium, urgently looking for someone.  He 
quickly approaches a GIRL.

                 COLLEGE BOY
            Louise? Where's Jeffrey? His mother's on
            the phone - it's an emergency.

                   LOUISE
            He disappeared to the men's room a little
            while ago. I'm getting very tired of 
            waiting - let's go find him.

15. INT. JANITOR'S QUARTERS - COLLEGE - NIGHT

We MOVE INTO the face of JEFFREY. He is hiding behind a furnace.  He is 
fascinated by a sight beyond in the darkness of this basement room.

He sees a male student trying to rape his girlfriend.  She is crying and 
telling him to stop but the boy keeps forcing her down toward the ground. 
forcing her clothes off her.  Jeffrey at this point hears his name being 
called.  Each time he hears his name the caller is closer.  The boy is now
hurting the girl.  Before Jeffrey leaves the furnace room he yells out:

                  JEFFREY
            Hey, shit head. Leave her alone. Don't 
            force girls!

The couple looks up but cannot see Jeffrey.  The boy is scared and releases
the girl who promptly pulls farther away, crying.

Jeffrey leaves the furnace room.

16. INT. HALLWAY - COLLEGE - NIGHT

Louise and the college student see him and move quickly toward him.


                  COLLEGE BOY
            Jeffrey, your mother's on the phone. It's
            an emergency.

                   LOUISE
            Thanks for keeping me waiting so long.

As Jeffrey moves quickly toward the telephone.

                  JEFFREY
I'm sorry, Louise.

17. INT. PHONE/HALLWAY - COLLEGE - NIGHT

The phone dangles on its cord in the foreground as Jeffrey moves toward 
it in the background.  Louise slowly follows Jeffrey, but stays in back 
of him.  Jeffrey picks up the phone.

                  JEFFREY
            Hello. Mom? What's wrong with Dad?. 
            What's happening?. Come home? Sure I will.

18. INT. BEAUMONT'S BEDROOM - NIGHT

Mrs. Beaumont sits talking on the phone in a dark quiet bedroom.

                 MRS. BEAUMONT
            I mean, for good, Jeffrey.

                                 CUT TO:

19. INT. PHONE/HALLWAY - COLLEGE - NIGHT

CLOSEUP - JEFFREY

                  JEFFREY
            For good?. I can't. Mom. Not right in
            the middle of the term.

                                 CUT TO:

20. INT. BEAUMONT'S BEDROOM - NIGHT

                 MRS. BEAUMONT
                 (now looks very tired and 
                  poor health)
            Jeffrey. honey. Your father's condition
            is serious. It's going to cost so much.
            We just won't have the money to keep you
            in school. I'm telling you this now, so 
            that you can get your things together and 
            check out of school, honey, or whatever you 
            have to do. it'll save you another trip back.
            You're going to have to work at the store.

 
                                 CUT TO:

21. INT. PHONE/HALLWAY - COLLEGE - NIGHT

CLOSEUP - JEFFREY

                  JEFFREY
                         (crying)
Mom.

Louise looks at Jeffrey crying, then turns away.  Jeffrey hangs up the 
phone.

                                 CUT TO:

22. INT. BEAUMONT'S BEDROOM - NIGHT

Mrs. Beaumont hangs up her phone. just next to the phone traveling into 
a shadow is a winged termite.

FADE TO:

23. INT. GIRLS DORM LOBBY - COLLEGE - NIGHT

Jeffrey is waiting in a girls dorm lobby for Louise. 

Girls are milling around.  Louise gets off an elevator with some other 
girls.  She forces a smile at Jeffrey as she comes toward him.

                  JEFFREY
            Can't you come to the damn airport?

                   LOUISE
            Jeffrey. I can't. I really can't. I
            have to go to that class tonight. I can't
            get out of it. I really can't. I love
            you, Jeffrey. I'll miss you.

                  JEFFREY
            Alright. I'll call you in a couple of days,
            you know. I'll let you know how things are.

                   LOUISE
            Okay. I'll be here. You better git-going. I
            gotta go too sweetie. I hope your father's 
            okay. I love you. I'm sorry, Jeffrey.

                  JEFFREY
            I love you too, Louise. Damn it. I'll see you.

They kiss.

                                 CUT TO:

24. EXT. LANDING STRIP

A PLANE TAKES OFF

                                 DISSOLVE TO:

25. EXT. ANOTHER LANDING STRIP

A PLANE LANDS



26. EXT. AIRPORT - NIGHT

Jeffrey comes walking out of the airport, where his Mother and AUNT 
BARBARA, who is a very absent-minded little woman with very thick glasses, 
are waiting for him.  

They are parked illegally and another car is honking at them.  Their 
trunk is open in anticipation of Jeffrey's things.  They are waving and 
yelling at Jeffrey to get his attention.  He finally joins them and kisses 
his Mother, then his Aunt.

                  JEFFREY
            Hi Mom. Hi Aunt Barbara.

They AD LIB hellos.

                 MRS. BEAUMONT
                  (a bit concerned)
            Where's all your things, Jeffrey?

                  JEFFREY
            This is it.

Mrs. Beaumont looks at Jeffrey.

                  JEFFREY
            I sent a trunk home yesterday. This is 
            all I have.

                  AUNT BARBARA
            You look good, Jeffrey. Did you have a nice 
            flight?

                  JEFFREY
            Yeah. How's Dad?

                 MRS. BEAUMONT
            He's alright. We'll tell you on the way home.

27. INT. BEAUMONT'S CAR - NIGHT

They get in the car.  Aunt Barbara is driving.  She is not a good driver 
and makes Jeffrey nervous.  He watches her every move from the back seat.

They drive on surface streets.  Many gas stations, traffic lights, bars.

                 MRS. BEAUMONT
            He had a cerebral hemorrhage and they think
            there's some sort of clot, or tumor, or 
            something in there. They're doing all sorts
            of tests. On the surface, he looks pretty
            good, but there are problems. They think he
            may have to stay in two weeks now, at least.
            You can go see him though tomorrow, Jeffrey.

                  AUNT BARBARA
            They tore down the A & P, Jeffrey. Did you
            see that?


                  JEFFREY
            Aunt Barbara that was 5 years ago.

                                 CUT TO:

28. EXT. BEAUMONTS' HOME - NIGHT

The car pulls into the Beaumonts' driveway. The neighborhood is quiet and
dark.

                                 CUT TO:

29. INT. BEAUMONTS' LIVING ROOM - NIGHT

Jeffrey, Aunt Barbara, and Mrs. Beaumont enter the living room.  Mrs. 
Beaumont turns on a table lamp.  A cold circle of light hits the light 
blue rug.

                  AUNT BARBARA
            Home again, home again, jiggidy jog.

They look at Jeffrey.  He looks at them.

                                 CUT TO:

30. INT. JEFFREY'S BEDROOM - NIGHT

Jeffrey enters his small attic-type bedroom, turns on the overhead light, 
and sets his suitcase down.  He goes to his desk and leans across it to 
look outside.

JEFFREY'S P.O.V. - EXT. STREET

The street is dark, except for a pool of light from a street light.

CLOSEUP - JEFFREY

A breeze of cold powerful string MUSIC blows as we watch Jeffrey stare into
space.

31. INT. BEAUMONTS' KITCHEN/HALLWAY - DAY

Mrs. Beaumont is calling upstairs to Jeffrey.

                 MRS. BEAUMONT
            Jeffrey, breakfast is ready.

                 JEFFREY (V.O.)
                    (calling)
            Be right down.

Mrs. Beaumont joins Aunt Barbara at the breakfast table in the kitchen.

                  AUNT BARBARA
            This is marvelous jam. Are you going this 
            morning?

                 MRS. BEAUMONT
            I think Jeffrey would like to see his father
            alone.


Jeffrey comes down the stairs.  Everyone says their "good mornings," and 
Jeffrey sits down to breakfast.

                  JEFFREY
            What time are visiting hours?

                 MRS. BEAUMONT
            I've made arrangements with Dr. Gynde for
            10:30. But Jeffrey, you'll have to walk 
            over; I need the car this morning.

                  JEFFREY
            Well. Okay.

                 MRS. BEAUMONT
            Jeffrey, when you see your father.

                  JEFFREY
            Yeah?

                 MRS. BEAUMONT
            He doesn't know you're out of school. He
            thinks it's a vacation for you.

                  JEFFREY
            What?

                 MRS. BEAUMONT
            It would be too much for him. So please
            let him think as he does, that you're 
            home just to see him.

                  JEFFREY
            Thanks a lot, Mom.

                 MRS. BEAUMONT
            .Jeffrey!. Nobody wanted you to leave 
school and go to work in the store. maybe
going back to school will be an option one
day. I hope so.

                  AUNT BARBARA
            I think it's important not to get depressed.
            Depression is a terrible thing. They say it
            can bring on illness.

                  JEFFREY
                     (angry)
            Aunt Barbara. I'll try not to get depressed.

                                 CUT TO:

33. INT. HALLWAY - HOSPITAL - DAY

Jeffrey follows a nurse to a hospital room.

                  NURSE CINDY
            Please wait outside while Dr. Gynde prepares
            him to see you.


                  JEFFREY
            Prepares him?

She peers into the room.  Jeffrey does too.

34. INT. HOSPITAL ROOM - DAY

All he can see are curtains surrounding a bed and stacks of medical 
machinery.  Doctor Gynde comes out from behind the curtains and walks to 
Jeffrey.

                 DR. GYNDE
            Hello Jeffrey.

                  JEFFREY
            Hello, Doctor Gynde. How is he?

                 DR. GYNDE
            He's fighting hard. Jeffrey. it's very
            important that your father doesn't try
            to move. he's been immobilized. It would
            be very painful for him. sit close. you do
            the talking and moving. He knows you're 
            here. He became very emotional. I don't 
            think he likes the idea of you seeing him
            like this.

Nurse Cindy goes to the bed.  She begins to pull the curtains back 
revealing Mr. Beaumont.

                 NURSE CINDY
                (smiling a big smile)
            Mr. Beaumont! Your son is here to visit you.

Then we see Mr. Beaumont.  He has numerous tubes and needles going into 
different parts of him.  A stainless steel device holds his head perfectly
still.  Nurse Cindy picks up a tray and leaves.

                  JEFFREY
                (shocked but concealing it)
            Hi Dad.

                  MR. BEAUMONT
             (speaking as plainly as possible,
  but sounds like mumbling)
            Hey Jeff.

Jeffrey goes to him and puts out his hand to shake his father's hand but 
remembers his father cannot move.  Jeffrey pats him on the shoulder.

                  JEFFREY
            Looks like they've got you strapped in
            pretty good.

                  MR. BEAUMONT
             (lips moving but hardly any sound)
            uh uh.

                  JEFFREY
            Are you feeling okay?

                  MR. BEAUMONT
                    (more mumbling)
            uh uh.

Tears well up in Mr. Beaumont's eyes.  Before Jeffrey can stop him he 
reaches for Jeffrey's hand, then struggling against tremendous pain he 
manages to form words.

                  MR. BEAUMONT
             (more plainly but under strain)
            Good to see you, son.

                  JEFFREY
                 (holding back tears)
            It's good to see you, Dad.

Jeffrey squeezes his father's hand.

35. EXT. VACANT FIELD - DAY

Jeffrey is walking down a dirt road on his way home.  He kicks up little 
clouds of dust as he walks.  He has some time to think about things. He 
sees a green bottle in the distance. He gathers up a few more rocks and 
pitches them one by one at the bottle.  He misses.

He looks for a few more good rocks to throw and while looking through some
tall grass and weeds, he sees something strange.

He looks closer.  It is a HUMAN EAR, covered with crawling ants.

Jeffrey immediately stands up and looks around.  All he sees are houses 
- some laundry drying - a very peaceful scene.  No one seems to be around -
No one seems to be watching him.

He looks again at the ear.

We are so close we can hear ants racing frantically around the ear into it.
There is dried blood on part of it.

Jeffrey finds a brown paper bad and using a twig, he pushes the ear onto 
it.  Again, he stands up and looks around.

IN THE DISTANCE, a MAN goes into the back door of a house.  Nothing more.

Jeffery hurries off, carrying the bag with the ear in it.

                                 CUT TO:

36. EXT. POLICE DEPARTMENT - DAY

Jeffrey goes up the front steps...

37. INT. POLICE DEPARTMENT - DAY

... and to the Reception Desk.  A POLICE OFFICER is standing behind the 
counter.

                  JEFFREY
            Hello. could you tell me if Detective
            Williams is still working here?

                 POLICE OFFICER
            He's up in Room 221. Right up the stairs.

                                 CUT TO:

38.  INT. ROOM 221 - POLICE STATION - DAY

Jeffrey enters Room 221 and sees the desk marked, "DETECTIVE J.D. 
WILLIAMS," however, the desk is empty.  TWO MEN are talking at the end 
of the room; one of them comes toward Jeffrey.

                 JEFFREY
            Are you Detective Williams?

                 DETECTIVE WILLIAMS
            Yes.

                 JEFFREY
            My name is Jeffrey Beaumont - I live near
            you. I believe you know my father, Tom
            Beaumont - Beaumont's Hardware Store?

                 DETECTIVE WILLIAMS
            Sure I do. I understand he's in the
            hospital. How is he?

                 JEFFREY
            He's alright, I guess. I hope. They're
            doing tests, that's why I'm home from 
            school. I was over at the hospital this
            morning and I was going home and in the
            field behind our neighborhood. there
            behind Vista, I found an ear.

             DETECTIVE WILLIAMS
                (matter of factly)
            You did? A human ear?

                 JEFFREY
            Yeah. I've got it here in this bag. I
            thought I should bring it to you.

                 DETECTIVE WILLIAMS
            Yep, that's right. Let's take a look at it.

Jeffrey opens the bag and lets Detective Williams look inside.

                 DETECTIVE WILLIAMS
                      (continuing)
            That sure looks like a human ear, doesn't
            it?. Let's run it down to the Coroner's
            Office and see what they make of it. Then,
            I want you to show me exactly where you
            found it.

                                 CUT TO:

39. INT. CORONER'S OFFICE - DAY

Jeffrey, Detective Williams, and an OLD CORONER'S OFFICER are looking at 
the ear, which is sitting in a medical dish on a table.

                 CORONER'S OFFICER
            The tests will take awhile. Meanwhile,
            we'll check the morgue records. I don't
            recall anything coming in minus an ear.

The Coroner's Officer turns to Jeffrey.

                 CORONER'S OFFICER
                       (continuing)
            Now if you'd found a jaw or let's say, a
            heart, or even an arm, we would assume
            that there was a corpse, however, a finger
            or an ear. the person may very well be 
            alive somewhere.

                 JEFFREY
            What can you tell about the person from the
            ear?

                 CORONER'S OFFICER
            Well. when the tests are done, quite a lot
            . Sex, blood type, whether or not the ear
            came off a dead person. Right now, I know
            what you know. It's a real human ear. The
            human was, or is, Caucasian.
            . also. It looks like the ear was cut off
            with scissors.

40. EXT. VACANT FIELD - DAY

Jeffrey is out with Detective Williams and a CREW OF OFFICERS who have 
roped off the area and are doing a grid search.

A POLICE PHOTOGRAPHER is also there taking flash pictures all around the 
field, especially where Jeffrey has told them he found the ear.

Detective Williams takes Jeffrey aside.

                 DETECTIVE WILLIAMS
            By the way, Jeffrey, this story isn't going
            to the press and I'm going to ask you to 
            consider all you've heard strictly 
            confidential. Do not discuss this business
            with anyone, but me, or other police
            personnel. Got it?

                 JEFFREY
            Got it. Thanks for letting me in on as much
            as you did.

                 DETECTIVE WILLIAMS
            Come on. I'll drive you home. It's on my way.

                                 CUT TO:

41. INT. BEAUMONTS' KITCHEN - NIGHT

Mrs. Beaumont and Aunt Barbara are doing the dishes. The news is on a 
small portable television.  There is a broadcast on the mounting crime 
wave.

INSERT T.V. SCREEN

A series of murders are being discussed and a police drawing mug shot is 
shown on the screen of the suspect who is at large.

                                 CUT TO:

42. INT. JEFFREY'S BEDROOM - NIGHT

Jeffrey is sitting at his desk daydreaming.  He suddenly picks up the 
phone, hesitates, then dials.

                 JEFFREY
            Hello?. LOUISE WERTHAM please. Louise?
            . is she there?. Louise?
                    (very happy)
            Yeah! How are you? He's okay. in the
            hospital for tests.
                   (very serious)
            I miss you so much.
                    (smiling now)
            What have you been up to?. Louise, I don't
            know. I've got to see how my father is
            . It costs a fortune in that hospital.
            When did he ask you to that?. Look. I
            can't stop you. Go ahead. Just go ahead
            . I may never be back, go. ahead. Look
            Louise, stop trying to explain everything.
            Just do it. let's talk again in a couple
            of days or somethin', okay?. Yeah, I still
            love you. Goodbye Louise. Goodbye.

Jeffrey sits alone in his room, thinking things over.

                                 SLOW DISSOLVE TO:

43. INT. CORONER'S OFFICE - NIGHT

CLOSE UP - EAR IN MORTICIAN'S DISH

VERY SLOWLY, we MOVE very close to the ear, gliding slowly around the 
crevices approaching the dark hole.  A huge, low rushing of air SOUND, 
THEN DARKNESS.

                                 SLOW DISSOLVE TO:

44. INT. BEAUMONTS' LIVING ROOM - NIGHT

Low light.  Jeffrey enters the room.  Aunt Barbara and Mrs. Beaumont are 
watching television.  Aunt Barbara is knitting.

                 JEFFREY
            I'm going out for awhile.

                 MRS. BEAUMONT
                   (looks at her watch)
            Do you want the car?

                 JEFFREY
            No, I'm just gonna walk around.

                 MRS. BEAUMONT
            Alright.

                 AUNT BARBARA
            Jeffrey. you're not going down by Lincoln,
            are you?

                 JEFFREY
                   (yelling back)
            No. I'm just going to walk around the
            neighborhood. Don't worry.

Aunt Barbara and Mrs. Beaumont continue watching the television.

INSERT T.V. SCREEN

On T.V. we see a man's shoes.  He is sneaking slowly up some stairs.

                                 CUT TO:

45. EXT. NEIGHBORHOOD STREET - NIGHT

Jeffrey walks along the dark streets.  The same sombre MUSIC plays low 
and slow.

Some of the houses have a few lights on, some are dark.  Some windows have 
a slow uneven blue flashing light, indicating the television is on inside.

Jeffrey continues walking through the night.  In the trees, the shadows 
continuously re-arrange themselves in mysterious, sometimes frightening 
patterns.

46. EXT. WILLIAMS HOME - NIGHT

Jeffrey finally comes to the house he's been looking for.

He goes up the front walk.  Now, at the last minute, he feels a little 
foolish and has second thoughts about knocking on the door.

He looks in a window.  Inside, he sees a nicely-lit living room.  
He goes ahead and knocks.  A very pleasant-looking middle class WOMAN 
answers the door.

                 JEFFREY
            Hello. uh. my name is Jeffrey
            Beaumont. Is Detective Williams in?

                 MRS. WILLIAMS
            Oh, yes, Jeffrey. Come in. He'll be back 
any minute now. You're welcome to wait. 
Is it urgent?

47. INT. WILLIAMS' LIVING ROOM - NIGHT



                 JEFFREY
            I just wanted to ask him a few questions,
            that's all. Maybe I better go.

                 MRS. WILLIAMS
            Really, he'll be home soon, would you like
            a cup of coffee?

                 JEFFREY
                   (thinks a bit)
            Alright.

48. INT. WILLIAMS' KITCHEN - NIGHT

She leads him back to the kitchen where she has him sit at the kitchen 
table.  She pours him a cup of coffee.

                 MRS. WILLIAMS
            I was sorry to hear about your father. I
            know your mother from church. It's such a 
            shame.

                 JEFFREY
            Yeah, I know.

                 MRS. WILLIAMS
            Would you like a piece of cake?

                 JEFFREY
            No. No thank you.

                 MRS. WILLIAMS
            It's a real good chocolate cake. Duncan
            Hines' devil's food. real good.

                 JEFFREY
            Yeah. okay.

49. INT. WILLIAMS' LIVING ROOM - NIGHT

Out in the living room, SANDY WILLIAMS and her BOYFRIEND, MIKE SHAW, 
come up from the basement.  They are both carrying books.

Sandy is a very good looking, high school senior and Mike is a big, 
handsome football player type.

50. INT. WILLIAMS' KITCHEN - NIGHT

                 MRS. WILLIAMS
            Sandy?.

Sandy and Mike come into the kitchen.  Jeffrey has a big piece of chocolate cake in his mouth.

                 MRS. WILLIAMS
                     (continuing)
            Jeffery, this is my daughter, Sandy, and.
            her boyfriend, Mike.

They all say "Hi" to one another.

                 SANDY
            Mike's gotta go.
                  (to Jeffrey)
            Nice to meet you.

                 MIKE
            Yeah, nice meetin' yuh.

                 JEFFREY
            Yeah. It was nice meeting you too.

They leave and go out the front door.

                 MRS. WILLIAMS
                      (smiles)
            He comes over to study.

                 JEFFREY
                      (smiles big)
            Yeah.

The front door opens.

                 DETECTIVE WILLIAMS (V.O.)
            Pam?

                 MRS. WILLIAMS
            In the kitchen, John!

Detective Williams comes into the kitchen surprised to see Jeffrey.

                 DETECTIVE WILLIAMS
            Oh. Hello, Jeffrey. what's up?

He kisses his wife.

                 DETECTIVE WILLIAMS
            Come into the study a minute.

                 JEFFREY
                      (getting up)
            Excuse me, Mrs. Williams.

                 MRS. WILLIAMS
            Certainly.

Jeffrey follows Detective Williams into his study.

                                 CUT TO:

51. INT. DETECTIVE WILLIAMS' STUDY - NIGHT

Detective Williams' study is filled with filing cabinets.  The desk has 
two phones and is covered with papers and folders and a picture of Mrs. 
Williams and Sandy.  The police radio is asking for Detective Williams as 
they enter.

                 DETECTIVE WILLIAMS
                       (to Jeffrey)
            Shut the door.

Detective Williams speaks through the radio while Jeffrey shuts the door.

                 DETECTIVE WILLIAMS
                      (continuing; in radio)
            Detective Williams here. yeah. Tell him
            to go to Sergeant Milton. yeah, copy.
                 (clicks off radio, turns to Jeffrey)
            Well, Jeffrey, you found something which is
            very interesting to us. Very interesting.
            I know you must be curious to know more.
                 (scratches the middle of his back)
            But. I'm afraid I'm going to have to ask
            you not only not to tell anyone about your
            find, but also not to ask more about the 
            case. One day. when it's all sewed up, I'll
            let you know all the details. Right now, 
            though. I can't.

                 JEFFREY
            I understand. I'm just real curious like
            you said.

                 DETECTIVE WILLIAMS
            I was the same way when I was you age. I
            guess that's what got me into this business.

                 JEFFREY
            It must be great.

                 DETECTIVE WILLIAMS
            And it's horrible too.
                   (a cold look comes over
                    Detective Williams)
            I'm sorry Jeffrey. That's the way it has to
            be. Anyway. I'm sure you do understand.

Jeffrey studies Detective Williams' face as they walk back to the living 
room.

52. INT. WILLIAMS' LIVING ROOM - NIGHT

                 JEFFREY
                   (calling into the kitchen)
            Mrs. Williams? Thanks for the cake.

                 MRS. WILLIAMS
                (coming out from the kitchen)
            Oh, you're welcome. Nice to finally meet
            you, Jeffrey.

                 JEFFREY
            Say "goodnight" to Sandy.

                 DETECTIVE WILLIAMS
            We will. Good night.

Jeffrey leaves and they shut the door behind him.



53. EXT. WILLIAMS HOME - NIGHT

As Jeffrey leaves the light of the front yard and enters onto the dark 
sidewalk, he hears Sandy call out behind him.

                 SANDY
            Are you the one that found the ear.

Jeffrey stops and turns around.  Sandy comes up to him.

                 JEFFREY
            Yeah, how did you know?

                 SANDY
                     (coyly)
            I just know, that's all. I remember you
            from Central.

54. EXT. NEIGHBORHOOD STREET - NIGHT

They slowly walk down the street together.

                 JEFFREY
            Oh yeah?

                 SANDY
            You were pretty popular. Didn't you run
            for some office?

                 JEFFREY
            Yeah I did. treasurer. Shouldn't you be
            studying or something.

                 SANDY
            Am I bothering you?

                 JEFFREY
            No. You're not bothering me. You a senior?

                 SANDY
            Yes.

                 JEFFREY
            How is Central these days?

                 SANDY
            Terrible. boring.

                 JEFFREY
            What else is new?. right?

                 SANDY
            Yeah. What are you doing now?

                 JEFFREY
            I'm home from school. My father's in the
            hospital.

                 SANDY
            That's too bad.

                 JEFFREY
            What do you know about the ear?. anything?

                 SANDY
            Didn't my father tell you not to talk about
            it?
                  (she smiles)

                 JEFFREY
            Come on. you brought it up. Do you know 
            anything?

                 SANDY
            I don't really know much but bits and pieces
            . I hear things. My room is right above my
            father's office. The ear. there's no corpse
            in the morgue missing an ear, and it did come
            off a living person. That's direct from the
            Coroner's Office. The person is unknown. 
            There are a couple of cases I get mixed up on, 
            but I think there are some people who were 
            brought in for questioning on a murder case 
            that could have something to do with the ear. 
            I heard some of the same names.

                 JEFFREY
            Do you know who was brought in for 
            questioning?

                 SANDY
            There were at least three, maybe four. But
            a name that keeps coming up is this woman
            who lives in an apartment building very
            close to your house and also close to the   
            field where you found the ear. There's 
            also a business man over by the Franklin
            factory district that was questioned. and
            a musician. and some others.

                 JEFFREY
            Were all these people questioned this
            afternoon?

                 SANDY
            No. this has been going on for some time
            . several months. About six months ago
            some parts of bodies were found down by
            the river. They were from people who were
            reported missing. They never found one
            complete body. only parts.

                 JEFFREY
            The ear is from a missing person maybe?

                 SANDY
            Maybe so.

                 JEFFREY
            It's a strange world isn't it? Do you know
            what building the woman lives in?

                 SANDY
            Yeah. It's close by. that's what's creepy.
            They've had her under surveillance for a 
            couple of months, except I don't know what
            they've found out because my father isn't
            in charge of her.

                 JEFFREY
            I guess you have to get back home soon?

                 SANDY
            Not really, why?
                (then she understands)
            You want to see the building?. Come on,
            I'll show you.

                                 CUT TO:

55. EXT. LINCOLN STREET - NIGHT

Jeffrey and Sandy walk through the light of a street light.  The street 
sign "LINCOLN ST" can be read.  They walk into darkness and continue down 
to an apartment building on the right side of the street.

                 SANDY
                (nodding toward building)
            That's the building. She lives on the
            Seventh Floor. Don't stop to look long
            . the police are watching.

                 JEFFREY
            Where are they?

                 SANDY
            I don't know. you're not supposed to see
            them. They're supposed to see you.

They begin walking slowly back to Sandy's house.

                 JEFFREY
            Did they find out anything when they
            questioned her?

                 SANDY
            I don't know. like I said, she's not my
            father's case.

                 JEFFREY
            Oh yeah. What about those other people?
            . Anything?

                 SANDY
            My father is watching the businessman.
            The businessman had a partner who 
            disappeared. left his whole business and
            family, his wife and two kids. They think
            he's been murdered.

                 JEFFREY
            You really do hear a lot, don't you?

                 SANDY
            Yeah, I guess so.
                (they continue walking)
            What are you going to do now that you're 
            home?

                 JEFFREY
            I have to help out in my father's hardware
            store. they're giving me sort of my own 
            hours for a while. which is nice.

                 SANDY
            Still, it must be kinda rough.

                 JEFFREY
            It's not bad. but it's bad enough.
            it's a lot worse for my father.
                (Jeffrey points to a house)
            I used to know a kid who lived there and who
            had the biggest tongue in the world.

Jeffrey and Sandy both laugh.

                 SANDY
            What happened to him?

                 JEFFREY
            I don't know. he moved away.
 
                                 CUT TO:

56. EXT. NEIGHBORHOOD STREET - NIGHT

A LONG SHOT

Jeffrey and Sandy walking and talking, sometimes laughing in the distance,
while the MUSIC theme, haunting yet warm, plays over.

57. EXT. WILLIAMS HOME - NIGHT

They arrive back at Sandy's home.

CLOSER ON JEFFREY AND SANDY

in front of Sandy's home.

                 SANDY
            I've gotta go in.

                 JEFFREY
            Thanks for the tour. It was nice talking
            to you.

Sandy just looks at him shyly before she turns to go up the front walk.

                 JEFFREY
                    (continuing)
            I guess I'll see you sometime.



                 SANDY
            I guess so. Like you said. It's a 
            strange world.

                 JEFFREY
                      (smiles)
            Yeah. Good bye.

Jeffrey watches as Sandy goes inside her house.  He watches her house for 
a moment and sees her cross the living room.  He turns and walks away.  

Again, the MYSTERIOUS CHORDS OF MUSIC swell up as Jeffrey walks through 
the night.

                                 CUT TO:

58. INT. BEAUMONT'S HARDWARE STORE - DAY

Jeffrey is poking around in the back room.  He picks up some bug spraying 
devices.  He yells out to an old black man who works in the store.

                 JEFFREY
            Hey, Ed, okay if I borrow these bug spraying
            rigs later on?

Ed peers into the back room.  Spots Jeffrey.

                 ED
            Listen Bud. If you need to spray for bugs
            they're yours.  It causes me no pain.

                 JEFFREY
            Okidoke Ed. Thanks.

                                 CUT TO:

59. EXT. BEAUMONT'S HARDWARE STORE - DAY

Jeffrey puts the stuff in the trunk of the car.  There are several "Awake" 
magazines there too.  He gets in the front seat and drives off.

                                 CUT TO:

60. INT. BEAUMONTS' CAR - DAY

Jeffrey driving.  He looks at his watch.  It is 3:30.

61. EXT. CENTRAL HIGH SCHOOL - DAY

Jeffrey is parked across the street from the school.  High school kids 
are pouring out the front door.  In a moment he sees Sandy come out with 
two or three other girls.  They walk down the sidewalk away from Jeffrey.

He starts the car and slowly follows them to the corner, where he pulls 
up alongside of them. very close. Sandy suddenly recognizes him.

                 JEFFREY
            You hungry or thirsty, or both?

                 SANDY
                   (taken back)
            I don't know.

                 JEFFREY
            I'd like to talk to you about something.

                 SANDY
            Just a minute. pull over and wait a 
            minute.

Sandy pulls her girlfriends away from Jeffrey's car and says something to 
them.  There is some whispering and giggling and then,

                 SANDY
                  (to the girls)
            Please, don't say anything to Mike.
            promise?

The girls promise.  Sandy goes around and gets in the car.

                 JEFFREY
            I don't want to cause any trouble.

                 SANDY
            I'm here, aren't I?

                 JEFFREY
                (smiling as though he knew)
            I guess Mike's got some sort of sports
            practice in the afternoon.

                 SANDY
            Ooooo, you are smart. Just don't get too
            smart.

                                 CUT TO:

62. INT. DINER - DAY

Jeffrey and Sandy are sitting in a booth.  Jeffrey's grilled cheese on 
white bread and a coke have just arrived along with Sandy's coke.

                 SANDY
            Alright, now tell me. What is it?

                 JEFFREY
            There are opportunities in life for gaining
            knowledge and experience. sometimes, in
            some cases. it's necessary to take a risk.
            I got to thinking. I'll bet a person could
            learn a lot by getting into that woman's 
            apartment. you know. sneak in and hide
            and observe.

                 SANDY
            You said it was a strange world. 
            and you're the strangest part of it. Are 
            you crazy.she is possibly involved in 
            murder. This gives me the creeps.

                 JEFFREY
            Settle down. I have a plan which I think
            will work. There is very little for you
            to do, but I do need your help.
            .Aren't you curious about my plan?

                 SANDY
              (thinking and intrigued, plus she 
               is beginning to like Jeffrey)
            It wouldn't hurt to hear the plan, I guess.

                 JEFFREY
                  (getting excited)
            Alright. the first thing is to get into her
            apartment and open a window that I could 
            crawl into later.

                 SANDY
            Now, how are you going to do that?

                 JEFFREY
            Right out in the car I happen to have some
            old overalls and a bug spraying rig. I will
            go to her apartment and be the pest control
            man. I will spray her apartment. After a 
            few minutes you will knock on her door, 
            drawing her attention away from me and I 
            will then jimmy a window.

                 SANDY
            What will I say when she comes to the door?

                 JEFFREY
            You will be a Jehovah's Witness. I have a 
            few "Awake" magazines for you. You don't 
            have to keep her very long. a few seconds 
            is all I'll need. Whatiya think?

                 SANDY
            I don't know. it sounds like a good 
            daydream, . but actually doing it is too
            weird. too dangerous.

                 JEFFREY
            Let's just try the first part. If that
            goes well, we'll see about the rest. No one
            will suspect us, because no one would 
            believe two people like us would be crazy
            enough to do something like this.

                 SANDY
            You've got a point there.

                                 CUT TO:

63. INT. BEAUMONTS' CAR/LINCOLN STREET-DAY

Jeffrey and Sandy are in the car.  Jeffrey is struggling to put on the old overalls.

                 JEFFREY
            Now. we'll walk over so there's no license
            plates and you give me at least three 
            minutes. I can stall if it's more, but I
            need time to find a good window .alright?

                 SANDY
            Alright.

                 JEFFREY
            Let's go.

64. EXT. LINCOLN STREET - DAY

They get out of the car. Sandy has the "Awake" magazines.

                 JEFFREY
            Okay, I'm going ahead. Wait a minute,
            what's her name?

                 SANDY
            Oh bother. Dorothy Vallens, Seventh
            Floor.  Look on the mailbox for her number,
            bright boy.

                 JEFFREY
            Thanks. Dorothy Vallens. Okay. good
            luck . three minutes, no sooner.

                 SANDY
            Alright. Good luck, yourself.

Jeffrey takes off in the direction of the apartment building.

                                 CUT TO:

65. EXT. APARTMENT BUILDING - DAY

Jeffrey walks up the front steps and goes in the double outer doors.

66. INT. LOBBY - APARTMENT BUILDING - DAY

He looks up and down the mailboxes and finally finds "D. Vallens, 
Apartment Number 710."

Jeffrey goes into the lobby.

                                 CUT TO:

67. INT. STAIRWAY - APARTMENT BUILDING - DAY

Jeffrey climbs the stairs.  An OLD LADY is making her way down the stairs.
She sees Jeffrey and his rig.

                 OLD LADY
            Well, it's about time you came.

Jeffrey forces a smile at her and after she's gone.

                 JEFFREY
                    (to himself)
            That's a good sign.

He keeps climbing.  He arrives at the Seventh Floor. and finds Number 710. 
He knocks and waits.  He looks around. the hallway is empty.

DOROTHY VALLENS opens the door.  She is a very beautiful woman in her 
late thirties.  She has a beautiful full figure, dark eyes, black thick 
wavy hair.  Full red lips.  Right now, however, she looks a bit tired and 
a bit frumpy in an old terrycloth robe.

                 DOROTHY
            Yes? What is it?

                 JEFFREY
            Pest control. gotta do your apartment.

                 DOROTHY
            Oh God, that stuff stinks.

                 JEFFREY
                 (as he goes in)
            Nope. it's new stuff. no smell.

                 DOROTHY
            Oh yeah, that's good.

68. INT. DOROTHY'S APARTMENT - DAY

Jeffrey goes all around the baseboards, spraying.  All the while he's 
getting a good look around the apartment.

There is a window above the kitchen sink out to the fire escape.  Jeffrey 
looks around to see what Dorothy is doing and she is watching him spraying.
The apartment is smaller than he thought, so he sprays the kitchen very 
slowly and makes believe the sprayer is jammed.

Suddenly, there is knocking at the door.

                 DOROTHY
            What is this. Grand Central Station?

She opens the door.  Jeffrey looks. It's not Sandy. A MAN, with a yellow 
sports coat, is standing there.  Jeffrey begins to sweat, because the MAN 
looked around Dorothy to see him.  Dorothy says something to the Man which 
Jeffrey cannot hear.

The next time Jeffrey looks up, the Man is gone.  The whole thing looks 
to be turning out badly when Jeffrey spots a key on the counter.  On a 
long shot, he steals it just as the front door shuts. He wraps things up 
and gets out.

                 JEFFREY
                    (to Dorothy)
            That oughta do it.

                 DOROTHY
            Yeah.


69.  INT. STAIRWAY - APARTMENT BUILDING - DAY

Jeffrey leaves.  Out on the stairs, he finds Sandy with her "Awake" 
magazines.

                 SANDY
            Are you alright?

                 JEFFREY
            Yeah. let's get outta here. What
            happened?

As they go downstairs,

                 SANDY
            I was just about to go to the door, when
            that man did my job for me. Was it alright?

                 JEFFREY
            Yes and no. Did you recognize him?

                 SANDY
            No. I only saw his back. He went down 
            another stairwell at the end of the hall.

                 JEFFREY
            I didn't get a good look at him either, but
            he sure looked at me. I didn't have time to 
            get a window, but I found this key.
                 (he shows it to her)
            Pretty nifty, huh?

                 SANDY
            Yeah, if it opens the door.

                 JEFFREY
            Yeah.

70.  INT. LOBBY - APARTMENT BUILDING - DAY

They get to the door of the apartment building.

                 JEFFREY
            You go first.

71. EXT. LINCOLN STREET - DAY

They leave the building separately.  When Jeffrey gets to the car, 
Sandy isn't there.  He looks around.  He starts the car and drives off.

There, up ahead, he spots her.  He pulls over and she gets in.

                 SANDY
            So. what's next?

                 JEFFREY
            Pretty clever. Are you game for more?

                 SANDY
            I owe you. since I goofed up this one.

                 JEFFREY
            You didn't goof it up, but. you still
            owe me one. I want to sneak in tonight. 
            It's Friday. do you have a date tonight?

                 SANDY
            Yes. I do.

                 JEFFREY
            Well, it's Friday night and you're a 
            beautiful girl. I guess you would have
            a date. that does that.

72. INT. BEAUMONTS' CAR/WILLIAMS HOME - DAY

Jeffrey is driving Sandy home.

                 SANDY
            You really want to do this, don't you?

                 JEFFREY
            I don't want you to get involved, really,
            I mean, I do, but if something went wrong
            I mean, like you said, they may be involved
            in murder.

They pull up in front of Sandy's house.

                 SANDY
               (making up her mind - against
                    her better judgment)
            I'll tell Mike I'm sick. There's a game
            tonight anyway and he'll never miss me.
            Afterwards he can go out with the guys.
            Just so the record is kept straight though,
            I love Mike. What do want me to do?

                 JEFFREY
                (studies her a moment, then)
            First of all, we'll have a nice dinner.
            Try to find out where Dorothy sings.

                 SANDY
            I already know. The "Slow Club." It's on
            Route 7.

                 JEFFREY
            Great. I'll pick you up around eight
            o'clock. Is that good?

                 SANDY
            Yeah, but don't pick me up. my father may
            think it's strange. I'll walk over to your
            house. I'll be there at eight o'clock.

                 JEFFREY
            Okay. You better get out before someone
            sees us.

Sandy gets out of the car and without turning around walks into her 
house.  Jeffrey calls out after her.

                 JEFFREY
            See ya!

                                 DISSOLVE TO:

73. INT. BEAUMONTS' LIVING ROOM - NIGHT

INSERT T.V. SCREEN

The television is on.  Some crime show is playing, but the SOUND is 
very low.

The FAMILY DOCTOR is over and is giving Mrs. Beaumont an injection of 
medicine.  Aunt Barbara is sitting nearby.

                 DR. GYNDE
            That will take care of you, Frances, for
            another week. I don't want you to overdo
            things either. Take it very easy.

                 AUNT BARBARA
            I'll see to it, Bill.

                 DR. GYNDE
            Good.

                 MRS. BEAUMONT
            I feel fine.

                 DR. GYNDE
            That's not the point. You're under a great
            deal of stress. don't overdo it. don't
            be foolish.

Jeffrey enters the room - to say goodnight.

                 JEFFREY
            Doctor Gynde. my whole family's sick.
            What's going on?

                 AUNT BARBARA
            I'm not sick.

Jeffrey points to his head and makes a circular "crazy" gesture.  They 
all laugh, except Aunt Barbara.

                 AUNT BARBARA
                    (continuing)
            We'll see who stays in my will.

They laugh again.

                 JEFFREY
                  (to his mother)
            Can I use the car tonight?

                 MRS. BEAUMONT
            Of course, Jeffrey.

They say their goodnights.

74. INT. BEAUMONTS' CAR - NIGHT

Jeffrey and Sandy are looking at each other.  Jeffrey turns back to 
driving.

Sandy watches Jeffrey drive then she turns and watches the stores and 
shops go by.

When she is turned away, Jeffrey turns and look at her.  Sandy is 
thinking.

                 SANDY
            What's the plan.

                 JEFFREY
            First of all, we're going to the Slow Club
            to see Dorothy Vallens. We'll watch her for
            awhile. I'd like to hear her sing anyway,
            and then also we'll know she is there and
            not in her apartment.

                 SANDY
            Brilliant.

                 JEFFREY
            Then we'll drive back to her apartment and 
            I will plant myself there.

                 SANDY
            This is not my usual Friday night!

                                 CUT TO:

75. EXT. "SLOW CLUB" - NIGHT

The SLOW CLUB is a sleazy night club on the outskirts of town.  It 
has a dirty trash-strewn parking lot in front of it, where Jeffrey and 
Sandy park.  They get out of the car and enter the club.

                                 CUT TO:

76. INT. "SLOW CLUB" - NIGHT

                 SLEAZY MAITRE D'
                    (French accent)
            Good evening. two?

                 JEFFREY
            Yeah. Could we get a small table in the
            back?

                 SLEZY MAITRE D'
            Surely, come this way.

They follow him and are seated.

                 MAITRE D'
            May I get you something to drink?


                 JEFFREY
            I'd like an ice-cold Heineken.

                 SANDY
                (she might as well)
            That sounds good.

                 JEFFREY
            Two.

                 MAITRE D'
            Two Heinekens, thank you.

The Maitre d' leaves.

On stage a FAT COMIC is telling jokes.  The jokes are tailored for this 
kind of working-class crowd.  The people are laughing.  The place is 
almost full.  Jeffrey and Sandy are taking it all in.

                 JEFFREY
                    (to Waiter)
            When does Dorothy Vallens come on?

                 WAITER
                (flustered; overworked)
            I don't know. pretty soon. Who knows.

After the Waiter leaves,

                 SANDY
            That guy was filled with information.

They pour their beers.

                 JEFFREY
                 (raising his glass)
            Here's to. an interesting experience.

                 SANDY
            I'll drink to that.

They drink.

                                 DISSOLVE TO:

77. INT. "SLOW CLUB" - NIGHT

Later. Jeffrey and Sandy have just finished dinner.  The M.C. is arranging 
a floral art deco microphone and a SAXOPHONE PLAYER, a BASS PLAYER, and a 
DRUMMER are on stage.

                 M.C.
                 (very low key)
            Ladies and gentlemen. The Blue Lady.
            Miss Dorothy Vallens.

There is quite a round of applause, even though most people continue 
laughing, talking, and drinking.  Dorothy Vallens comes out on stage.



She smiles. The house lights are still up. As she sings the first lines 
of "BLUE MOON" the house lights go down and a blue spot light comes up on 
her as she sings the word, "Blue." This is a very sexy and slow version of 
the song.

During the song, Jeffrey and Sandy look at one another with the thought 
that this is the woman whose apartment they are about to break into.

Jeffrey and Sandy leave as Dorothy starts her next song, "BLUE VELVET."  
They hear the first few lines before they get out the door.

78. EXT. "SLOW CLUB" - NIGHT

They hurry to the car, get in, and drive off.

                                 CUT TO:

79. INT. BEAUMONTS' CAR - NIGHT

Jeffrey and Sandy drive through dark areas of the city.  They don't talk 
as they drive, but again they sneak glances at one another.

80. INT. BEAUMONTS' CAR/LINCOLN STREET - NIGHT

They turn in to the street where Dorothy Vallens lives and glide to a stop 
close to the building.  Jeffery cuts the engine.

It is very quiet.  Both are looking around to see if anyone is out or 
watching.  Jeffrey tries to look up out the front windshield to the 
Seventh Floor.  It is dark.  Sandy moves.  Every tiny sound is heard.  
Sandy looks at Jeffrey for some time, then back at the building.

                 SANDY
            Jeffrey, I don't think you ought to do it.

                 JEFFREY
            Why not?

                 SANDY
            It's crazy and dangerous. My God. I 
            shouldn't have told you.

                 JEFFREY
            It'll be okay. I don't think you should
            wait out here though. I think you should 
            go home. Can you drive this car?

                 SANDY
            Yeah. but.

                 JEFFREY
            Leave it in the front of your house for me.
            okay?

                 SANDY
         O.K.

                 JEFFREY
            Could you wait a little while. this key may
            not fit.

                 SANDY
            . I wish you wouldn't do this.  It doesn't
            make any sense. Let's go somewhere and 
            have some coffee.

                 JEFFREY
            I'm going in, Sandy. I'll see you tomorrow
            and tell you how it went.

                 SANDY
            I. I don't want to see you tomorrow.
            Mike's coming over.

                 JEFFREY
            Oh, okay. can I call?

                 SANDY
            Okay. yeah, call.

                 JEFFREY
            Look. it can wait till Sunday.

                 SANDY
            Call tomorrow. It's okay. Good luck. I hope
            you can sneak out okay. You're going to 
            wait until she's asleep?

                 JEFFREY
            Yeah.

                 SANDY
            I'm going to wait here until she comes.

                 JEFFREY
            Are you sure?

                 SANDY
            I'll honk four times so you'll hear it and
            know she's on her way up. Okay?

Jeffrey nods.

                 JEFFREY
            Okay. thanks.

                 SANDY
            I don't know if you're a detective or a 
            pervert.

                 JEFFREY
            That's for me to know and for you to find
            out. I'll see you. I mean call you. okay?

                 SANDY
            Okay, okay. Bye.

Jeffrey gets out of the car and shuts the door.  He looks in one more time 
at Sandy.  They stare at each other silently.

Jeffrey can see her lips in the black darkness of the car.  Sandy watches 
him cross the lawn and go into the apartment building.  She slides over and
sits in the driver's seat.

                                 CUT TO:

81. INT. STAIRWAY - APARTMENT BUILDING - NIGHT

Jeffrey hurries up the stairs to the Seventh Floor.

SOMEONE comes out of an apartment just as Jeffrey gets to the Seventh Floor.

He goes up another flight of stairs to the Eighth Floor and waits until 
the man goes downstairs.

Jeffrey then goes back to the Seventh Floor and goes to Door 710.  
He takes out the key and looks around. No one.  He inserts the key.  
It fits.  He turns it.  The door opens.

82. INT. DOROTHY'S APARTMENT - NIGHT

He quickly enters the very dark apartment and shuts the door.  It takes a 
moment for his eyes to adjust to the darkness.  Soon he finds his way 
around.  He decides on the closet to hide in.  However before he goes in 
to the closet he slowly surveys the apartment as well as he can in the 
darkness.  He goes down the hallway to the back bedroom.  

Across the hallway he opens another door and is surprised to find an empty 
child's room.  In the child's room he sees a small pointed hat with a 
propeller on top.  The kind that plays music when the propeller turns.  
The hat is sitting silently on the bed post.  He quietly closes the door.  
He returns to the closet.  Once inside, he checks out how much he can see. 
Through the slats he has a view of half the apartment.  This is where he 
will stay.  He moves around some to relax.  He takes several deep breaths. 
He looks at his watch.  It says "10:17."

83. INT. BEAUMONTS' CAR/LINCOLN STREET - NIGHT

Sandy sits in the car, carefully watching the apartment building and 
street.

84. INT. DOROTHY'S APARTMENT - NIGHT

In the closet, Jeffrey shakes his shoulders and moves around some to 
stretch his muscles which are getting tired.  Again, he takes several 
deep breaths.  He looks at his watch - it says 12:45.

                 JEFFREY
                    (to himself)
            Oh no, hurry up Dorothy. Come on!. and I
            gotta pee. Great. it's now or never.

Jeffrey sneaks out of the closet and makes his way across the bedroom to 
the door of the bathroom.  His foot hits the door and it makes a loud 
noise.  He freezes.

85. INT. DOROTHY'S BATHROOM - NIGHT

He moves again into the bathroom.  He starts to pee.

                 JEFFREY
            Heineken.

                                 CUT TO:

86. INT. BEAUMONTS' CAR/LINCOLN STREET - NIGHT

Suddenly Sandy sits up alert.

87. EXT. APARTMENT BUILDING - NIGHT

A car drives up and a MAN helps Dorothy Vallens get out.  They walk into 
the building.

                                 CUT TO:

88. INT. DOROTHY'S BATHROOM - NIGHT

Jeffrey instinctively has flushed the toilet and because everything else 
is so quiet the water SOUNDS seem very loud.

89. INT. BEAUMONTS' CAR/LINCOLN STREET - NIGHT

Sandy begins to honk the horn.

90. INT. DOROTHY'S APARTMENT - NIGHT

Unable to hear the warning horn, Jeffrey nonchalantly leaves the bathroom 
as the tank is still filling.

SUDDENLY, he hears something. a key going in the door.  He bolts toward 
the closet.  He flies inside it and is swinging the door shut as the front 
door opens.

Just as suddenly, the toilet tank gets full and the water shuts off - 
SILENCE, except for Dorothy Vallens at the front door.

                 DOROTHY (V.O.)
                (we're watching Jeffrey trying to 
                 control frightened breathing in
              the dark closet)
            Thanks Jimmy, see you tomorrow. You want a
            drink, or something?

                 JIMMY (V.O.)
            I better get back. thanks anyway.

                 DOROTHY
            Goodnight.

                 JIMMY
            Goodnight now.

The front door shuts and the living room lights go on.  Jeffrey can see 
Dorothy come toward him.  She walks RIGHT UP, almost to his face, when 
the phone RINGS.

She turns immediately and goes to answer it.  Jeffrey almost passes out. 
He thought he'd had it.  He overhears.


                 DOROTHY
                    (on the phone)
            Hello. yes. yes sir, Frank. Let me
            talk to him. Please Frank, sir. I like
            to sing Blue Velvet. Don? It's okay.
            Don't worry. Don??. can you hear me?
            Is little Donny OK? Is he there? Don? You
            mean Meadow Lane? Frank?! What's the
            matter with him? I know. When? Okay. In
            an hour. I'll be sweet. Momma loves you.
            Okay Frank, sir.

She hangs up the phone hard and puts her head in her hands.

                 DOROTHY
                    (to herself)
            Frank, you son of a bitch!

She goes and sits down and starts chewing a fingernail.  She nervously 
gets up again and looks at a framed photograph for a moment then hides 
the photograph under a pillow on the couch.  She puts on a record, "FOR 
YOUR PRECIOUS LOVE."  She sits back down and chews her nail again, 
listening to the MUSIC; she starts to cry.  She stops herself and takes 
the record off.  She starts taking off her stocking.  She then takes off 
her dress.

Underneath, she has on a bra and panties.  She crosses the living room, 
goes down the hallway into the bathroom.

Jeffrey can't see her too well now.  She takes off her panties in the 
bathroom.  She is now naked.  She looks at herself in the mirror.  We see 
Jeffrey's face as he watches her.  She disappears from view completely and 
we HEAR her start a SHOWER.

                                 DISSOLVE TO:

91. INT. DOROTHY'S APARTMENT - NIGHT

Jeffrey's face.  He sees Dorothy - in a towel - come toward him again.  
He quickly moves back into the closet as far as he can.

She opens the door, reaches in and gets a blue velvet robe.  She doesn't 
see Jeffrey even though he isn't well hidden.  She closes the door.  It 
CLICKS shut.

Jeffrey is in almost total darkness.  He listens.  He can HEAR WALKING 
around, then silence.  He hears the kitchen sink WATER RUNNING.

He HEARS her WALKING AGAIN.  Now he can see her.  She sits down on her 
bed.  She looks up.  Just as Jeffrey shifts his weight.  She looks at the
closet strangely, but then calmly picks up a book and thumbs through it.  
She slowly gets up.

Jeffrey doesn't know what is up.  He looks but she walks out of view.

SUDDENLY, he hears a DRAWER OPEN, and just as suddenly, the CLOSET DOOR 
FLIES OPEN, and there she is with a pistol pointed right at him.  When 
she realizes that SOMEONE IS REALLY THERE, she SCREAMS ONCE, very loud.

                 DOROTHY
                 (crazy scream, then)
            GET OUT OF THERE!! GET OUT!! Put your
            hands up, on your head. GO ON!! Get down
            on your knees - DO IT!! What are you 
            doing? Who are you? What's your name?.
         WHAT'S YOUR NAME?

                 JEFFREY
            Jeffrey.

                 DOROTHY
            Jeffrey. Jeffrey what?

                 JEFFREY
            Jeffrey nothing.

                 DOROTHY
            You tell me!! Let me see that wallet.
                 (reads his license)
            Jeffrey Beaumont. What're you doing in
            my apartment, Jeffrey Beaumont?

                 JEFFREY
            I wanted to see you.

                 DOROTHY
            What? Are you kidding me? Who sent you 
            here?

                 JEFFREY
            Nobody.

                 DOROTHY
            Shit. You better tell me something.

                 JEFFREY
            I was. an experiment. Just to see if
            I could do it.

                 DOROTHY
            An experiment? Hey, I've seen you before.

                 JEFFREY
            I sprayed your apartment. I took your key.
            I really didn't mean to do anything but 
            see you.

                 DOROTHY
            Tell me what you saw tonight. TELL ME.

                 JEFFREY
                 (scared, nervous)
            . I saw you come in, talk on the phone.
            get undressed.

                 DOROTHY
                   (interrupting)
            The phone. What did you hear on the phone
            . Tell me. Word for word.

                 JEFFREY
                 (trying to remember)
            You said hello. to Frank. You wanted to 
            talk to someone?. Don?. and little Donny.
            You said something about Momma loves you.
            and something about a Meadow Lane.
            something in an hour. I don't remember
            any more.

Dorothy stares at Jeffrey studying him for some time thinking.

                 DOROTHY
            That's right. That's what I said. You
            have a good memory. Then what?

                 JEFFREY
            Well.

                 DOROTHY
         THEN WHAT?

                 JEFFREY
            Then you got undressed.

                 DOROTHY
            How many times have you sneaked into girls'
            apartments and watched them undress?

                 JEFFREY
                (quietly; feeling guilty)
            Never before this.

                 DOROTHY
            How'd you like it if someone sneaked into
            your house and watched you.
                   (gets an idea)
            Get undressed. I want to see you.

                 JEFFREY
            No. Come on.

                 DOROTHY
            NO, you come on. Take off your pants. I
            want to see you.

                 JEFFREY
            Look. I'm sorry. Just let me leave.

                 DOROTHY
            No way.

Dorothy moves to the kitchen counter and gets a knife.  She goes to 
Jeffrey.  Now she has a knife and a gun.  He's scared.

                 DOROTHY
            Get undressed. I want to see you.

Jeffrey begins to undress. First he takes off his shoes and socks, 
Then his shirt.  He undoes his belt and unzips his pants and takes them 
off.  Now he is only in his underwear.

                 DOROTHY
         STAND UP.

He does.

                 DOROTHY
                    (continuing)
            Come closer.

Dorothy has a strange look on her face.  She reaches out and pulls 
Jeffrey's underpants down to his knees.  She looks at him.

                 DOROTHY
                    (whispering)
            What do you want from me?

                 JEFFREY
               (quietly, getting very hot)
            I . I don't know.

                 DOROTHY
                    (whispering)
            What do you want?

Dorothy is getting very DREAMY and begins to talk in a childlike voice.  
She opens her robe and pulls Jeffrey to her breasts.

                 DOROTHY
            Don't move. don't look at me.

Jeffrey's eyes close with nervous ecstasy as Dorothy begins touching him.

                 DOROTHY
            Do you like that?

                 JEFFREY
            Yes.

He tries to touch her.

                 DOROTHY
            Don't move or I'll kill you.

She looks at him.

                 DOROTHY
                   (continuing)
            Do you like talk like that?

                 JEFFREY
            No.

                 DOROTHY
            Lie down on the bed.

He lies down.  He looks frightened.

There's a KNOCK, KNOCK on the door.  Dorothy looks VERY frightened.  She 
quickly moves a finger to her lips in a "quiet" sign and whispers to 
Jeffrey.

                 DOROTHY
                 (whispers, frantic)
            Shut up. Hurry! Go in the closet. Don't
            say anything or you'll get killed. I mean
            it.

KNOCKING is heard louder at the door.  Jeffrey picks up all his clothes 
and gets in the closet.  He's naked and hiding in the closet.  Dorothy 
closes her robe and glides to the front door.

Jeffrey sees FRANK come in.

Frank is medium height and stocky with a burr hair cut.  He is wearing a 
tight blue t-shirt and an old black sports jacket.  He's got on a pair of 
blue jeans and boots.  He has a raw, mean sexuality - a "bomb about to go 
off" - presence. 

He comes into the room slowly, always looking at Dorothy.  He sits on the 
couch.

                 DOROTHY
            Hello, baby.

                 FRANK
                      (annoyed, condescending)
            Shut up. It's daddy. shithead.

                 DOROTHY
            Hello, daddy.

                 FRANK
              (can't-you-remember-
               anything-attitude)
            . my bourbon.

Dorothy goes into the kitchen to get Frank his drink.  As she passes the 
closet, Jeffrey can see the fear in her face.

She returns with a small glass of bourbon and hands it to Frank.  Frank 
sips on it.

                 FRANK
            . sit down. get your chair.

Dorothy brings a small chair over from the wall and sits down.  She 
adjusts her robe.

                 FRANK
                 (studying her)
            . spread your legs.

Dorothy slowly spreads her legs.  She can see Jeffrey staring out of the 
darkness of the closet at her.

                 FRANK
            wider.

She opens her legs wider.  Frank looks at her crotch and drinks his 
bourbon.  He stares at the floor for a moment, then slowly looks back at 
Dorothy, her body - her crotch.

Dorothy looks up at the ceiling, waiting.  Frank suddenly reaches to his 
belt, where he has a small canister and a mask.  He opens a valve on the 
canister and places the mask over his nose and mouth.  The canister is 
filled with helium, which makes Frank's voice very high and strange 
sounding.  The result is frightening.

                 FRANK
                   (high voice)
            . mommy.

Dorothy jumps.  She keeps looking at the ceiling.

                 FRANK
               (continuing, with high voice)
         . MOMMY!.

                 DOROTHY
                    (frightened)
            . mommy's here.

                 FRANK
                  (high voice)
            Baby wants to fuck.

Then, Frank's voice goes to normal.

                 FRANK
            (normal voice, but loud - like
                 an army order to himself)
         GET READY TO FUCK!

Frank goes to Dorothy and kneels down in front of her.  He takes one more 
gasp of helium.

                 FRANK
                   (high voice)
            Baby wants blue velvet.

Dorothy opens her robe and gives a part of the robe to Frank.

                 DOROTHY
                   (whispering)
            Okay.

Frank slowly moves

Frank slowly moves his mouth to the robe and runs his lips along the 
texture of the velvet.  His hands rub the velvet and feel Dorothy's body 
underneath.  His hands start feeling her breasts as he sucks and bites the 
velvet robe.

Dorothy is very frightened but she is getting hot in spite of her fear.  
Then Frank, in a sort of sickening way, pulls Dorothy down to rug.  He 
warns her.

                 FRANK
            Don't look at me!

He begins stuffing part of the robe into her mouth.  Then, he pushes her 
arms back and she keeps them back, letting Frank have his way.  Frank 
sucks and bites the velvet coming out of her mouth, while he pinches and 
feels her breasts in a strange, compulsive, timidly sickening way.  
Dorothy is moaning.  Frank is breathing very heavily. He feels her crotch.

                 FRANK
            Don't look at me!!!
                 (heavy breathing)
            Daddy's home.

He starts stuffing the robe in his mouth now and he gets on top of Dorothy.
He starts humping her and pulling her nude body up and down him.  Faster 
and faster, then he has a climax in his pants.  Dorothy's head is falling 
back.  She can see Jeffrey blurred in the distance - in the closet.  
Cautiously, she looks sideways at Frank.

                 FRANK
                    (screaming)
            Don't look at me!!!

He slugs her in the face.  His nose is running and he's stifling sobs from 
deep within him.  On his hands and knees, he moves away.  The robe pulls 
out of his mouth.  His breathing is even heavier now.  He stands and 
begins to move around the apartment.  He goes to a wall, turns off the 
lights, then turns and walks into the bathroom, all the while breathing 
big, heavy breaths, trying to stop the crying.  Dorothy moans softly.

It gets very quiet and still for a moment.  Then, Jeffrey hears Frank 
with his high helium voice talking to himself in the bathroom.  The high, 
strange sound reverberates in the distance.  Jeffrey can't make it out - 
soon, he hears Frank's high laughing.  Frank comes back into the living 
room.  The mask is around his face.  All his breathing - every sound is 
high . He laughs a little and crosses the darkened room to the door.

                 FRANK
            Stay alive baby. See you next Christmas!

Frank leaves and shuts the door.  The apartment is silent except for 
Dorothy's moans.  

Jeffrey is stunned.  He doesn't move.  He watches Dorothy in the 
half-light.  She rolls over and starts crying.  The crying is deep and 
genuine.

Slowly, Jeffrey emerges from the closet and goes to her.  He bends down 
and touches her.  She flinches and turns to see him.  She turns back 
sobbing.  He tries to get her up.

                 JEFFREY
            Why don't you come lie down. Come on, I'll
            help you.

She struggles up with Jeffrey's help and he takes her over to the bed.  
She falls down on her side, turned toward the wall.  He covers her with 
the sheet.

                 DOROTHY
            Don't.
                (referring to the sheet)
            I don't like that. What do you want?

                 JEFFREY
            Nothing. Are you alright?

                 DOROTHY
            Sure I'm alright.
               (she starts crying again)

                 JEFFREY
            I'll go then.

He starts to put on his underwear.  They're inside out.  He tries to turn 
them around.

                 DOROTHY
            Don?

                 JEFFREY
            No.

                 DOROTHY
            Don. Hold me. I'm scared. Hold me.
            Please.

Jeffrey turns to her.  He studies her.  He reaches out and takes her 
shoulders.  He moves down and holds her.

                 DOROTHY
                    (whispering)
            Thank you. honey.

                 JEFFREY
                    (whispering)
            It's okay. It's okay.

They lie together for a long silent moment.

                 DOROTHY
            Do you like the way I feel?

                 JEFFREY
                    (hesitates)
            Yes.

                 DOROTHY
            See my breasts?  . See?

Jeffrey looks.

                 JEFFREY
            Yes.

                 DOROTHY
            See my nipples?

                 JEFFREY
            Yes.

                 DOROTHY
                    (whispering)
            You can kiss them if you want. Fell them
            . They're getting hard.

Jeffrey starts to move closer.  Dorothy closes her eyes.

                 DOROTHY
                    (continuing)
            Go ahead. I don't mind.

Jeffrey can't help himself.  He licks and sucks her nipples and feels her 
breasts.  They both are getting very hot.

                 DOROTHY
            Feel me.

Jeffrey is all over her now.  Dorothy suddenly seems to recognize him.

                 DOROTHY
            You can hit me, if you want to.

                 JEFFREY
            No. please. I won't.

Dorothy arches back and whining she throws her head back hard against the 
wall.

                 JEFFREY
            Stop it!

She moves and won't let him feel her anymore.  She holds his hands away.

                 DOROTHY
                    (whispering)
            Do you like me?

                 JEFFREY
                    (whispering)
            Yes, I like you.

                 DOROTHY
                    (whispering)
            You can be my special friend and come and
            put that in me.

They start making love.  Suddenly, Dorothy starts crying.

                 JEFFREY
            What's the matter?

Suddenly Dorothy slaps Jeffrey in the face. very hard.

                 DOROTHY
            Get off me.

Jeffrey gets off her, pressing his hand to his face.  Dorothy goes into 
the bathroom crying all the way.  Jeffrey sits, confused.

Suddenly Jeffrey hears a horrible scream from Dorothy.  A true scream of 
horror.  He rushes into the bathroom to see what is wrong.

92. INT. DOROTHY'S BATHROOM - NIGHT

She is just flushing something down the toilet.  The water SOUND rushes.  
He turns to her.  She is trembling and in a state of shock.

                 DOROTHY
            I made it go down the toilet.

                 JEFFREY
            What?

He looks in the swirling water. It looks like an ear revolving around and 
around then whatever it is disappears.

                 DOROTHY
            I made it go down the toilet.

Jeffrey looks up. he sees written with a bar of soap the words "look down" 
on the mirror.

He looks down into the sink.  At the bottom he sees a small clot of blood 
and a smear of fresher blood.

Jeffrey suddenly remembers mentally Frank's high helium voice reverberating
in the bathroom.

93. INT. DOROTHY'S BATHROOM - NIGHT

FLASHBACK

Frank in bathroom.

94. INT. DOROTHY'S APARTMENT - NIGHT

FLASHBACK

Frank at door saying "see you next Christmas."

95. INT. DOROTHY'S BATHROOM - NIGHT

                 JEFFREY
                   (inner voice)
            Next Christmas. Is he Santa Claus who has
            left a present for Dorothy? What was it?
            An ear? Another ear?!!
                (out loud, to Dorothy)
            What was it?

                 DOROTHY
            (strangely - extremely frightened
             now that Jeffrey may have left it)
            Do you know?

                 JEFFREY
            No.



                 DOROTHY
              (breathing heavily, strangely)
            You don't?

                 JEFFREY
            No. What is happening?

                 DOROTHY
            Maybe you don't know. I know you though.
            You're Jeffrey Beaumont and I know where
            you live and I know ways to get you and I
            know ways to kill you.

                 JEFFREY
            Please don't talk like that. You're upset.
            I'm not helping you. I'm sorry for what I
            did. I better go.

                 DOROTHY
            Go then. I can't let you put it in me now
            but I want you. I like you.
 
                 JEFFREY
            Then don't talk about killing.

                 DOROTHY
            Did I say that?. I didn't mean it. or did I?
                     (laughs)
            Sometimes I think it would be fun.
                  (strange smile)
            Go ahead, you better leave now. I can't
            open myself to you now. I'll tell you a little
            secret.
                  (she leans close)
            I want to die.

                 JEFFREY
            Don't say that.

                 DOROTHY
            It's a secret so don't tell anyone. Some day
            I'll show you where. I've gotta go to sleep 
            now.

                 JEFFREY
             (frightened by her craziness)
         O.K.

He takes another look at the blood in the bottom of the sink.  He takes 
another look at the beautiful dark troubled eyes of Dorothy Vallens, and 
turns, goes through the hall to the living room.  He crosses slowly to the 
door, suddenly he turns back and enters the hallway going down to the 
bathroom.  He stops and looks at Dorothy who is turned away from him.  
She stares into the sink.  Jeffrey notices that a square of fabric has 
been cut from the bottom of her blue velvet robe

                 JEFFREY
            I'm leaving now.

She is whispering something to herself.

                 DOROTHY
                 (very faint whisper)
            Help me. help me. please help me.

Jeffrey doesn't know what he can do.

96. INT. DOROTHY'S APARTMENT - NIGHT

Jeffrey turns back, goes through the living room.  He looks around and 
sees the empty bourbon glass of Frank's.  Suddenly he remembers the 
photograph that Dorothy hid.  He picks up the pillow and sees a picture 
of a smiling man and a small boy standing next to him wearing a pointed 
hat with a propeller. He turns the photo over and finds an old marriage 
license.  It reads: Dorothy Vallens to Don.

                 JEFFREY (V.O.)
            Don. Oh my God.

He hides the photo again.  He sees Dorothy's telephone.  He memorizes the 
number - moving his lips with each digit.  He goes to the front door and 
opens it quietly.

97. EXT. STAIRWAY - APARTMENT BUILDING - NIGHT

He looks out into the hall.  It's empty.

97A. INT. HALLWAY - APARTMENT BUILDING - NIGHT

He quickly goes to the back stairway and down the stairs.  These steps are 
cement and his feet make echoing sounds which seem very loud.  He goes 
through a door marked "EXIT".

98. EXT. LINCOLN STREET - NIGHT

. and comes out, crosses a lawn and goes out onto the sidewalk.

He walks along taking in deep cleansing breaths.  He looks at his watch.  
2:30.  He feels so confused, exhilarated, so uneasy.  He secretly worries 
about what he's gotten into.

99. INT. BEAUMONTS' LIVING ROOM - NIGHT

Jeffrey enters the house. THE CAMERA RUSHES along the rug in the dark to a 
foot.  The lights come on.  PAN UP the leg to Mrs. Beaumont waiting in a 
chair, staring.

                 JEFFREY
                     (startled)
            God. you scared me.

                 MRS. BEAUMONT
            Is something wrong? What's happened to 
            your face?

                 JEFFREY
            Nothing. I'm fine.

                 MRS. BEAUMONT
            You can't just stay out half the night and
            carry on, Jeffrey. There's got to be some
            order, Jeffrey. I thought it would have
            been nice to call your father when you got 
            home but now it is much too late.

FADE TO:

100. INT. JEFFREY'S BEDROOM - DAY

Jeffrey gets out of bed and goes to the phone.  He dials a number.

                 JEFFREY
            Louise Wertham, please. okay.
                    (waits)
            Louise?. Jeffrey. Hi. What's up?
                    (pause)
            MARRIED?! Good night! Louise! Are 
            you kidding?
                    (long pause)
            Well, Louise, I wish you a lot of
            luck and if things don't work out, 
I think you should go into comedy.

Jeffrey hangs up the phone hard.  He shakes his head.

101. INT. BEAUMONTS' HARDWARE STORE - DAY

Jeffrey's drinking a cup of coffee behind the counter in the store.  
He thinks.  He takes another drink of coffee and sets the cup down.  
He clasps his hands behind his back and begins pacing up and down.

                 JEFFREY
                (to himself, out loud)
            How can I help her? I can't tell her to go
            to Detective Williams. She'll think I'm a
            policeman. She has my address. She can go   
            there. if she has to. I'll tell her. and 
            her. and she thinks I'm Don. her husband?
            Where the hell is Don? - maybe he died.

Jeffrey dials the phone.

                 JEFFREY
            Hello?. Mrs. Williams?. This is Jeffrey
            Beaumont. Fine. Okay. Is Sandy there? 
            Okay. Hi Sandy. Can you talk? He is?.
            Well, I guess I'll talk to you later on.
            It went okay. I'll tell you about it.
            Dinner?. Tomorrow night? Seven o'clock,
            yeah, sounds good. Okay. he's still in
            the hospital. Okay, yeah. See you 
            tomorrow. thanks.

102. INT. HOSPITAL LABORATORY - DAY

The searching, mysterious MUSIC plays over while,

A DOCTOR is looking at various blood samples under a powerful microscope.  
Various sophisticated gadgets are seen in CLOSEUPS.

                 JEFFREY (V.O.)
            This is what my father's disease looks like?

                 DR. GYNDE
            Yes.

The BLOOD is seen in CLOSEUP. Cells are moving.

The Doctor makes a change in magnification.  The cells are huge - then, 
even bigger.  They are so big we can hear them moving.

103. EXT. "SLOW CLUB" - NIGHT

The parking lot is half-full.  A strong wind is blowing trash around.  
Jeffrey parks his car.

104. INT. "SLOW CLUB" - NIGHT

. and enters the club. He speaks to the Maitre d'.

                 JEFFREY
            A table in back, please.

                 MAITRE D'
            Certainly

Dorothy is singing her opening song as the Maitre d' seats Jeffrey.

                 JEFFREY
            I'll have an ice-cold Heineken.

                 MAITRE D'
            One Heineken, certainly, sir.

Jeffrey surveys the place after the Maitre d' leaves.  It is very dark and 
smoky inside.  He has trouble seeing, but suddenly he spots Frank sitting 
with some other GUYS watching Dorothy sing.  They are sitting two tables 
away.

Frank is totally captivated by Dorothy's singing and is very serious-
looking.  He looks right up to her eyes.  In his hand he works a small 
piece of blue velvet cloth with his fingers.  Again her first number, 
"BLUE MOON," segues into "BLUE VELVET."  This song she sings mainly to 
Frank.  When it is over Frank continues watching Dorothy and everyone else 
applauds loudly.

Jeffrey drinks up his Heineken and goes back outside.

EXT. "SLOW CLUB" - NIGHT

He looks around at all the cars but none stand out as Frank's.  He gets 
into his car and pulls out across the street, re-parks the car and waits.

                                 DISSOLVE TO:

106. EXT. "SLOW CLUB" - NIGHT

Traffic roars past Jeffrey and in the distance several people exit the 
SLOW CLUB.  Among them are Frank and his friends.  They get into a black 
Ford Fairlane and drive out of the parking lot - down the highway.  
Jeffrey starts his engine and moves out after them.  He has to gun the car 
up to sixty-five to catch up with them.

107. EXT. CITY STREETS - NIGHT

The mysterious MUSIC plays.

He follows them to an intersection where they turn off to the right.  
He waits at a light right behind them.  Inside they are lighting 
cigarettes.  The light turns green and Frank takes off.  Jeffrey follows 
them through a dark area down by the docks.  He follows them up a narrow 
street through dark factories.

108. EXT. FRONT STREET - NIGHT

Dark, low MUSIC now.

Up ahead, Frank parks his car.  Jeffrey quickly pulls over and kills his 
lights and engine.  He watches Frank and his friends enter an old apartment
building next to a bookbinding factory.  They disappear within.  The 
electric lines above buzz loudly.

Jeffrey gets out of his car and walks up the deserted street.  He reaches 
Frank's car which is making popping and clicking NOISES as it cools down.  
He looks at the license plates - walks a few paces ahead and then writes it
down in his notebook.  He continues on to the apartment building.

109.     INT. LOBBY - FRANK'S BUILDING - NIGHT

Inside he looks at the names on the mailboxes.  He sees a name - Frank 
Booth.  The name gives him the chills.  The apartment number is 26.

In the distance, he hears footsteps.  He quickly leaves.

110. EXT. FRONT STREET - NIGHT

. and crosses the street down to his car.  He gets in and waits.  Frank 
comes out of the building and crosses to his car.

                 JEFFREY
                 (out loud to himself)
            I'll bet I know where you're going.

He follows Frank as he pulls out.

                                 DISSOLVE TO:

111.     EXT. DINER PARKING LOT - NIGHT

Jeffrey discreetly parks just after Frank kills the engine on his car.  
He watches Frank leave the parking lot.

112. EXT. VACANT FIELD - NIGHT

He follows Frank through the same vacant lot where he found the ear.  He 
seems to use the lot as a secret short cut to Dorothy's apartment.


113. EXT. DINER PARKING LOT - NIGHT

Jeffrey goes back to his car to wait.

                                 DISSOLVE TO:

114. EXT. DINER PARKING LOT - NIGHT

A storm is building.  There is a roar of thunder as Frank slams his car 
door as he gets in.  His mouth twists into a smile as he guns the engine 
and leaves.  Jeffrey waits till Frank is safely gone.

                 JEFFREY
                   (thinking out loud)
            I shouldn't go in. I shouldn't. but I'm
            too curious. and I have to try to help her.

He then gets out of his car as the wind is building.

115. EXT. VACANT FIELD - NIGHT

. and runs through the vacant lot.

116. EXT. APARTMENT BUILDING - NIGHT

. to Dorothy's building.

117. INT. STAIRWAY - APARTMENT BUILDING - NIGHT

He goes up to the seventh floor and knocks twice on 710.  A moment passes, 
then the door flies open.

Dorothy looks as if she was expecting Frank to be coming back.  Dorothy 
LOOKS BAD.

                 JEFFREY
            Hi. can I come in?

                 DOROTHY
              (looking around the hallway)
            Yeah. hurry up though.

They go inside.

118. INT. DOROTHY'S APARTMENT - NIGHT

                 JEFFREY
            Are you alright?

Dorothy breaks down crying.

                 DOROTHY
            No. I'm not.

Jeffrey goes to her.

                 DOROTHY
            Why are you here. whatiya want?


                 JEFFREY
            . I. uh.

                 DOROTHY
                   (still crying)
            I looked for you in my closet tonight.
                  (a little laugh)
            It's crazy, I don't know where you came
            from but. I like you.

                 JEFFREY
            That's not crazy. I like you too.

Dorothy looks up.  They stare at each other for some time.

                 DOROTHY
            I liked being with you last night.

                 JEFFREY
            . same here.

There is a loud knocking on the door.

                 DOROTHY
                (she starts to stagger)
            Oh shit.

                 JEFFREY
                    (frightened)
            Frank? .can you stand up?

                 DOROTHY
            I'm alright. go hide. This won't 
            take long. Be quiet.

Jeffrey gets in the closet and Dorothy closes the door.  She holds her 
head collecting her fragile self.  Dorothy goes to the door and opens it.
It's the Man with the Yellow Sports Coat - tonight he's wearing a purple 
sports coat and light blue double knit pants.  His eyes are glazed and his 
face is broken out in a sweat.

                 YELLOW MAN
            Frank gone?

                 DOROTHY
            Yeah. but get outta here. He's comin'
            back.

                 YELLOW MAN
            Bull.

                 DOROTHY
            Alright, suit yourself.

                 YELLOW MAN
            He's comin' back?. What for?

                 DOROTHY
                     (shaking)
            'Cause he's comin' back, that's what for.
            Frank's got you really loaded tonight.

                 YELLOW MAN
                    (getting upset)
            Yeah, maybe so. Frank's got me. and you.
            and really it's all thanks to Don. isn't
            it. remember that. Your husband was the
            one who started fucking my mind with drugs.

                 DOROTHY
            Oh he forced you, huh?

                 YELLOW MAN
            He's the reformed dealer though who wanted
            to turn himself in. he's the one that caused
            Frank to come and Frank's fucking us real
            good. I just feel so horny. I'm supposed to
            be here watching you why can't I be here 
            fucking you. Listen. I know his cock's the 
            size of a pin - let me give you the real 
            thing. let me wet my whistle, baby.

                 DOROTHY
                 (cool, but real mad)
            No way. get out. I'm gonna tell Frank.
            I'm gonna tell him what you said.

                 YELLOW MAN
            Okay, I'm goin'. You'll see. I'll get you.

Dorothy kicks the door after he closes it, then she chains it.  Jeffrey 
comes out of the closet.

                 JEFFREY
                 (talking softly)
            Nice guy.  Who's he?

                 DOROTHY
            Who's it, you mean.

SUDDENLY, Dorothy starts to shake and cry.

Jeffrey grabs her and shakes her and holds her tight to him.  She starts 
sobbing again.

                 DOROTHY
                    (continuing)
            Oh God. Don!!! Why can't I just die.

                 JEFFREY
                (quietly, soothing her)
            There you go again. stop saying that.
            You can make it.

                 DOROTHY
            I can't. I can't. You think you know 
            so much.

                 JEFFREY
            Take it easy. What's goin' on anyway?.
            Why are you in so much trouble?

Dorothy is sobbing and Jeffrey is holding her.  There is a long silence 
and she calms down.  

                 DOROTHY
                   (whispering)
            I. don't. okay. Just don't. just be
            with me.
                (now very strangely)
            Oh God. Come with me. Who are you.
            Come up here.

Dorothy takes Jeffrey through the kitchen and out the back.

119. INT. BACK STAIRWAY - APARTMENT BUILDING - NIGHT

. to a back stairway leading to the roof.

120. EXT. ROOFTOP - APARTMENT BUILDING - NIGHT

The storm is closer and the dark clouds move violently in front of a full 
moon.  The wind continues to moan.  They move to the roof top and Dorothy 
leads Jeffrey through the chimneys to the edge of the building.  A very 
sad forlorn version of "Somewhere over the Rainbow" - creeps through the 
wind.

                 DOROTHY
                 (as she stares down)
            Look.

                 JEFFREY
                (turning to her quickly)
            No.

                 DOROTHY
            (continuing to look down, her
                 eyes widening - she whispers)
Falling.

                 JEFFREY
            No. Please, Dorothy. Why are you in so
            much trouble?

He moves closer to her.

                 JEFFREY
                    (continuing)
            Who is Don?

                 DOROTHY
                  (very crazy and angry)
            Don?. Are you in with them?

                 JEFFREY
                            (whispering)
            No. But you're in very big trouble.

                 DOROTHY
            Why are you so interested? Why do you
            keep asking me?


                 JEFFREY
            I came back to help you. You said do I
            let girls sneak into my house. You know
            where I live. if you need to. come to 
            where I live. O.K.?

                 DOROTHY
            Who are you? Maybe I'll need to. you like
            me, huh?

                 JEFFREY
            Yes.

                 DOROTHY
                    (whispering)
            . or do you just want me? I'm going to let
            you enter me now.

                 JEFFREY
            No. I should go.

                 DOROTHY
            Please. please stay.

She makes him kiss her. he really likes it.  Once again, Jeffrey and 
Dorothy get VERY HOT.  Dorothy and Jeffrey lie down on the roof.  Dorothy 
cries out suddenly and bangs her head hard again and again against the 
roof.

                 JEFFREY
            Why Dorothy?

We move very close to Jeffrey's ear as Dorothy's lips come up and whisper 
into it.

                 DOROTHY
            Don? I have to make it hurt. I want
            there to be nothing again. Don!!!
                (as she slams her head 
                     again and again)

She reaches up and clutches Jeffrey then pulls him down with a feverish 
kiss.  Lightening cracks above them and the wind howls.

FADE TO WHITE:

FADE DOWN TO:

121. EXT. LINCOLN STREET - NIGHT

Jeffrey leaves the pool of light from a street light and walks into 
darkness.  He continues down the sidewalk.  He looks up at the starry sky.
The stars are so far away - the feeling is cold and lonely.

                                 DISSOLVE TO:

121A. 

Darkness: There are bell tones sounding, and as each one sounds pin points
of light appear on Mr. Beaumonts distorted dream face.  He is trying to 
speak.  He's trying to say "Jeffrey."

121B. 

Another dark image appears.  A robin sits in a tree at night.  Very close.
There is a slow low reverberating chirping sound.

121C.

Now Dorothy's apartment building at night.  A very low angle looking up 
to the roof.  Suddenly a pinpoint of red appears coming toward us from 
the roof.  It flies toward us very fast growing larger until we see it is 
a red high-heeled shoe.  As it fills the screen it becomes red lips of 
Dorothy's which open into a scream.

121D.

Jeffrey wakes in his room - terrified.

122. INT. BEAUMONTS' LIVING ROOM - NIGHT

Jeffrey is talking with Aunt Barbara in the semi-dark living room.

                 JEFFREY
            Will you tell Mom when she gets home from 
            the hospital that I've gone to dinner at
            Sandy Williams' house?

                 AUNT BARBARA
            Okay honey. that sounds nice. Jeffrey.
            I think you've got termites in the house.

                 JEFFREY
            Oh yeah?. Have you seen any?

                 AUNT BARBARA
            I've seen a few.

                 JEFFREY
            Well, I haven't seen any. I wouldn't worry
            about it. Look. I better go.

                 AUNT BARBARA
            Okay honey.

Jeffrey leaves and Aunt Barbara moves about tapping on the walls.  She 
moves into a dark area and taps.  Something falls.  She reaches down.

In EXTREME CLOSEUP we see a termite walking by her shoe on the thick 
carpet.  Then in EXTREME CLOSEUP we see Aunt Barbara's fingers pinch the 
termite and bring it up in front of her thick glasses for a look.  She 
looks at the termite, then looks back at the walls.

We GLIDE ALONG the dark walls of the house.

                                 CUT TO:

123. INT. WILLIAMS' DINING ROOM - NIGHT

They all sit around the dining room table.  They have their heads bowed 
in a prayer before dinner.

                 SANDY
            We thank you in the name of the Father, the
            Son, and the Holy Ghost. Amen.

They start passing food around.

                 MIKE
            Like I was saying. if you toss the ball like
            this, with your fingers just down here, that
            thing'll spin like a beauty. real straight.

                 DETECTIVE WILLIAMS
                      (teasing him)
            Yeah? Then how come nobody caught anything
            last week?.

                 MIKE
                 (not laughing)
            'Cause we had a bad day.

                 DETECTIVE WILLIAMS
            You play any sports, Jeffrey?

                 JEFFREY
            No.

                 MIKE
            Looks like you'd make a good runner.

                 JEFFREY
            Well.

                 MIKE
            I mean, you don't exactly have the build
            for a football. I mean. no offense.

Jeffrey looks around and sees Sandy looking at him.  She then gives a 
stern look to Mike.  Then Mike and Sandy both look at Jeffrey.

                 JEFFREY
                   (not offended)
            No. you're right.

                 MIKE
            I mean. some guys play anyway but they
            usually get slaughtered.

                 JEFFREY
            Yeah, well I never wanted to get 
            slaughtered much.

                 MIKE
                (not getting any humor)
            Well, most guys don't. I mean that's the
            point. You all mind if I take my vitamins?

                 MRS. WILLIAMS
            No, Mike. but there are vitamins in the
            food, you know.

Everyone laughs.

                 MIKE
            Yeah, but I gotta supplement that. I gotta
            take a bunch of zinc too. The body is like
            a machine. EVERYTHING has got to stay in 
            perfect tune for perfect health. That's 
            what I'm interested in.

Sandy looks at Mike.

                 MIKE
            Oh yeah. and a few other things.

Everyone laughs again.

                 SANDY
            We've got some Heinekens.

                 DETECTIVE WILLIAMS
            Yeah. I like Bud myself.

                 SANDY
            I'll get it. Mike, whatiya want?

                 MIKE
            I guess another glass of water.

Sandy and Jeffrey share a look.

                                 DISSOLVE TO:

124. INT. WILLIAMS' BASEMENT - NIGHT

Mike and Sandy are sitting on a couch in the basement.  Jeffrey is sitting
on a chair nearby.  The television set is on.

                 MRS. WILLIAMS
                    (calling downstairs)
            Who wants dessert? It's blueberry pie. and
            ice cream.

Jeffrey and Sandy say "yes."

                 MIKE
            None for me, thanks.

Jeffrey looks over at Sandy.  Mike sees this.  There is more tension 
growing.

                 MIKE
                 (referring to T.V.)
            What are watchin' this junk for?

                 SANDY
            You can change it if you want to.

                 MIKE
            I don't know why we have to watch T.V.

                 SANDY
            Mike. We don't have to watch it. Come
            on.

Mrs. Williams comes downstairs carrying a tray with dessert.

                 MRS. WILLIAMS
            Here you are. Would anyone like coffee?

                 JEFFREY
            That sounds great!

                 MRS. WILLIAMS
            Anyone else?. Alright Jeffrey, just a 
            minute.

Mrs. Williams goes back upstairs.  Jeffrey and Sandy start eating their 
dessert.  Sandy watches Jeffrey happily wolf down his pie.  Mike stands up.

                 MIKE
            I'll be right back.

He leaves as if he's going to go upstairs.  Once around the corner he 
stops and listens to see what Jeffery and Sandy will say to one another.

                 SANDY
            Well, how did it go?. What happened?

                 JEFFREY
            Well. I've found out some things.
            nothing really for certain. There are some
            strange people involved.

                 SANDY
            What did you see?

                 JEFFREY
            Well.
              (looking around, feeling funny)
            Maybe we should discuss this somewhere
            else. you know what I mean?

Just then, Mrs. Williams starts down with the coffee for Jeffrey.  
She sees Mike at the bottom of the stairs.  This seems strange to her.

                 MRS. WILLIAMS
            Mike?. Are you alright?

Mike starts upstairs.

                 MIKE
                   (mumbling)
            Yes.

Downstairs, Jeffrey and Sandy hear that Mike was close by.  Mrs. Williams 
and Mike pass on the stairs and Mrs. Williams enters the basement.  She 
throws Sandy a concerned look.  Just then, Mike calls downstairs.


                 MIKE
            Sandy?. Could I talk to you a minute?

                 SANDY
                   (calling up)
            Sure. just a sec.
                   (to Jeffrey)
            Excuse me.

125. INT. WILLIAMS' LIVING ROOM - NIGHT

Upstairs, Mike is by the front door.

                 MIKE
            Come on out a minute, okay?

                 SANDY
            Okay.

They leave.

125A. INT. WILLIAMS' BASEMENT - NIGHT

Downstairs Mrs. Williams picks up some dishes.

                 MRS. WILLIAMS
            Please excuse me a moment, Jeffrey, and I'll
            get to the dishes.

                 JEFFREY
            Sure thing. please don't worry about me.
            Can I help you with the dishes?

                 MRS. WILLIAMS
            Nice of you to offer, Jeffrey, but certainly
            not. just relax and enjoy your coffee.
            I'm sure Sandy will be back soon.

Detective Williams comes to the top of the stairs and calls down.

                 DETECTIVE WILLIAMS
            Jeffrey?

                 JEFFREY
            Yes?

                 DETECTIVE WILLIAMS
            If you want to come up a minute, I'll show
            you some pictures.

126. INT. DETECTIVE WILLIAMS' STUDY - NIGHT

Jeffrey enters Detective Williams' study.

                 DETECTIVE WILLIAMS
                       (continuing)
            Take a look at these. These are the photos
            of the vacant lot where you found the ear.
            You might find them interesting.


Jeffrey begins going through the pictures.  They are 8 X 10 black and 
white prints.  Mostly they are pictures of weeds, but they look quite 
beautiful in an abstract way.  As he goes through them.

                 JEFFREY
            These are beautiful. How's the case 
            coming?

                 DETECTIVE WILLIAMS
            Okay.

                 JEFFREY
            Anything you can tell me?

                 DETECTIVE WILLIAMS
            The criminals are winning.

                 JEFFREY
            Is that why you say it's horrible?

                 DETECTIVE WILLIAMS
            Yes.

                 JEFFREY
            I guess you've seen some bad things.

                 DETECTIVE WILLIAMS
            Yes I have - so bad I wouldn't poison
            your mind by telling you.

                 JEFFREY
            Why do you do it?

                 DETECTIVE WILLIAMS
            I won't let the bastards get me up against 
            the wall. It's an act of defiance.

                 JEFFREY
            Yeah. I get it.

Suddenly Jeffrey sees something in the black and white photos.  A piece 
of cloth in the grass.  Carefully he asks.

                 JEFFREY
            What is this? What color is it?

                 DETECTIVE WILLIAMS
                     (leaning over to see)
            Blue. It's Blue Velvet.

Sandy comes into her father's study looking upset.  Detective Williams 
puts the photos away.

                 SANDY
            Can I use the car for a while?

                 DETECTIVE WILLIAMS
            Sure. What's up?

                 SANDY
            I want to buy Jeffrey a Dairy Queen.

                 JEFFREY
            A Dairy Queen?
                (he holds his stomach)
            Oh yeah? Sure, that sounds great.

                                 CUT TO:

127. INT. WILLIAMS CAR/NEIGHBORHOOD STREET - NIGHT

Jeffrey gets in and Sandy starts the car.  She pulls out.  They drive away.

                 JEFFREY
            What's with Mike?

                 SANDY
            He got a little jealous.

                 JEFFREY
            I'm sorry, I didn't.

                 SANDY
            It's okay. Don't worry about it.

The car glides along.

Jeffrey and Sandy smile at one another.  They drive on.

                 SANDY
            You want a Dairy Queen?

                 JEFFREY
            No way. I'm about to blow up.

128. INT. WILLIAMS CAR/CHURCH - NIGHT

Sandy laughs as she pulls the car curbside in a quiet street by a church.
The church pipe-organ music drifts softly into the night.

                 SANDY
            You want to tell me about it?

                 JEFFREY
            . OK. It's a strange world, Sandy.
            this is what I have found out. What I 
            think I have found out. Dorothy Vallens
            is married to a man named Don. they have
            a son. I think the son and the husband
            have been kidnapped by a man named 
            Frank who has now cut off both of Don's 
            ears. I think he is holding them to make 
            her do things for him. I think she wants 
            to die. the ears were for her a warning 
            to stay alive. there is another man 
            involved. I call him the "yellow man".
            you saw his back the other day in the hall 
            at her door. I don't know what he does but 
            I think he's on drugs supplied by Frank. 
            Frank is a very dangerous man.

                 SANDY
                    (quietly)
            Wow. Should you tell my father?

                 JEFFREY
            I don't see how I can. and I can't prove
            any of this. I got all this information
            illegally. also it could get you in
            trouble.

                 SANDY
            You saw a lot in one night.

                 JEFFREY
            . Actually. I've been in twice.

                 SANDY
                     (uneasy)
            Twice. without her sensing anything?

                 JEFFREY
                    (lying)
            Yes.

                 SANDY
                    (pausing)
            Did you see her undressed?

                 JEFFREY
            Yeah. I mean. a little, . you know.

                 SANDY
            Yeah?

                 JEFFREY
                (a searching, slight smile)
            That doesn't bother you, does it?

                 SANDY
            Who, me? Why should it?

                 JEFFREY
                 (seeing some jealousy and 
                    and happy for it)
            That's what I thought.

                 SANDY
            You're sure right. It is a strange world.

                 JEFFREY
            Why are there people like Frank. Why is
            there so much trouble in this world.?


                 SANDY
            I don't know. I had a dream. in fact. the
            night I met you.
                (she reflects silently on 
                         this before proceeding)
            . in the dream the world was dark because
            there weren't any robins. you know, birds.
            robins stood for love. and all of a sudden
            thousands of robins flew down and brought
            this blinding light of love. and it felt
            like that love would be the only thing that
            would make any difference. I guess. until
            the robins come there is trouble.

                 JEFFREY
            Yeah I guess so.
                   (he turns to her)
            You're a neat girl.

                 SANDY
            So are you.
                     (laughs)
            I mean you're a neat guy. We better
            get back.

                 JEFFREY
            I guess so. you want to help me watch
            Frank?. I'm going to stake out Frank's
            place tomorrow. with a camera.

Sandy starts the car and pulls out into the street.  They begin driving 
back.

129. INT. WILLIAMS CAR/NEIGHBORHOOD STREET - NIGHT

                 SANDY
            No, silly - I'm still in school you know.
            but I'll meet you after school and you 
            can tell me what you've learned. You better
            be careful, Jeffrey.

                 JEFFREY
            I will.  I'll pick you up on the same 
            corner at three thirty-five, okay?

They pull up in front of Jeffrey's house.

                 SANDY
            Okay. be careful.

                 JEFFREY
            Okay, Sandy.

130. EXT. BEAUMONTS' HOME - NIGHT

Jeffrey gets out of the car.  He goes around to her side and looks down 
at her in the car.  She looks very beautiful.  He stands there for a 
moment.

                 JEFFREY
            Can I give you a kiss good night?

                 SANDY
                (pauses, trembling)
            You better not, Jeffrey.

                 JEFFREY
            Okay. okay.

                 SANDY
            Goodnight.

                 JEFFREY
            See ya tomorrow.

Sandy slowly drives off.  Jeffrey watches her go then turns and goes 
inside his house.

131. INT. BEAUMONTS' LIVING ROOM - NIGHT

The house is very dark and quiet.  Jeffrey finds a note by the one table 
light is on.  The note is from his mother.  It reads, "Jeffrey hope you 
enjoyed yourself. See you at breakfast. Love Mom."  A postscript is written
on the note by Aunt Barbara.  "Jeffrey, honey, I found these. Love, Aunt 
Barbara."  Jeffrey sees that Aunt Barbara has left him two dead termites.  
He picks one up and studies it.  Again we see a huge CLOSEUP of a termite 
in the half-light.  Jeffrey shakes his head in amusement.

132. INT. JEFFREY'S ROOM - NIGHT

Jeffrey paces nervously.  He picks up the phone and mouthing the numbers 
he dials Dorothy's number.  There is a "click" but no one speaks.  
Jeffrey instinctively speaks.

                 JEFFREY
            Hello?

                    FRANK (telephone V.O.)
            Speak to me Fucker.

Jeffrey hangs up immediately.  He's scared.

                 JEFFREY
                   (to himself)
            Stupid!! So stupid. now she might be in
            even more trouble with Frank. I hope not.
            I hope not. tomorrow I have to find out
            more about Frank.

133. INT. BEAUMONTS' CAR/FRONT STREET - DAY

Jeffrey has a camera taped and rigged to the dashboard aimed at the front 
door of Frank Booth's apartment building.  The camera is covered with a 
cardboard shoe box.  Jeffrey is eating a sandwich which was 
wrapped in wax paper and is waiting and watching.

A LADY steps out of the building and begins walking down the steps.  
Jeffrey reaches over and removes the shoe box and quickly takes two 
pictures.


We see a MAN walk down the street and turn up the steps.  Jeffrey shoots, 
but really only gets the back of the man.

JEFFREY
            Damn!

He replaces the cardboard box and continues eating.

                                 DISSOLVE TO:

134. INT. BEAUMONTS' CAR/FRONT STREET - DAY

Later in the day.  Jeffrey sits waiting.  He looks at his watch.  It says 
2:00.

As he looks up he sees Frank getting out of a car with another man. the 
Yellow Man.  They head for Frank's building.  Jeffrey hurriedly removes 
the shoe box and begins snapping pictures.  They mount the steps and 
disappear within the old dark structure.

                 JEFFREY
            Wow.

                                 DISSOLVE TO:

135. INT. BEAUMONTS' CAR/FRONT STREET - DAY

Jeffrey's watch - the hand - time lapses around to 3:00.

                 JEFFREY
                 (out loud to himself)
            Fifteen more minutes.

Just then, he sees movement and takes the box off the camera.  He starts 
shooting as TWO MEN come out the door.  It is the Yellow Man and a man who
is very well dressed with wavy hair and a mustache.  He carries an 
alligator-skin briefcase FRANK HAS DISAPPEARED.  Both are talking together 
and now laughing.  Jeffrey takes five or six pictures and then tries to 
cover the camera as they approach.  The box falls.  The Yellow Man looks, 
but Jeffrey gets the box back in time and pretends to be looking in the 
glove compartment.

The two men walk right by Jeffrey and get into the car behind his.  
Jeffrey decides to follow them.  He waits a few seconds and starts off.

136. EXT. CITY STREET - DAY

They drive through town.

137. FACTORY BUILDING - DAY

. to a large factory building, park and go up a flight of metal stairs on the side of the building.  Jeffrey steps into the shadows and watches them.  At a metal landing they stop.  He sees them standing on their tip toes in order to see something in the distance.  The man with the alligator briefcase is laughing with the Yellow Man at what he sees.  He grips the Yellow Man on the shoulder.  Jeffrey cannot see what they see from his vintage point.  He looks at his watch. "3:25".

                 JEFFREY
            You gotta wait for me Sandy. I'm on a real roll.

He quickly takes a picture of the two of them on the staircase.

138. EXT. ALLEY - DAY

. then he goes down an alley in the direction they were looking.  At the 
end of the alley he turns left and stops short.

139. EXT. COLD STORAGE COMPANY - DAY

He sees a crowd of people, an ambulance, and two police cars.  He walks 
closer.  Through the crowd he sees a broken window.  Hanging in the window
is a dead man.  Blood is dripping out of a huge wound to the head.

On the sidewalk in front of the building a woman is lying in shock.  
Her legs have been brutally broken and are angled back toward her head 
in horrible positions.  Jeffrey stands next to two black guys.  Suddenly 
one of the police officers start pushing everyone away.  Jeffrey turns to 
them.

                 JEFFREY
            What happened?

                 GUY #1
            He was blown away man. can't you see?

                 GUY #2
            That cracker was the biggest dealer in 
            this section of the city, brother. the
            police are going to find more drugs in
            there than you can believe. It's a 
            speedball heaven in there.

                 JEFFREY
            Oh yeah? What about the woman?

                 GUY #1
            Probably just a whore he happened to be
            with at the time.

                 JEFFREY
            Man oh brother.

                 GUY #1
            This is the way the world is my man. take
            a good look.

Jeffrey takes a last look before checking his watch and hurrying off.

                                 CUT TO:

140. EXT. CENTRAL HIGH SCHOOL - DAY

Jeffrey drives up to the corner where Sandy is standing.  She is 
frantically looking around.  Jeffrey stops for her.

                 SANDY
                (looking beyond the car)
         GO ON!!!. GO!

Jeffrey looks around.  A big FOOTBALL PLAYER is running up to a chain 
link fence across the street, but it's too late - Mike sees Jeffrey.  
Everything stops for a moment.  Then, Mike runs off.

                 SANDY
            Oh great.

141. INT. BEAUMONTS' CAR/CENTRAL HIGH SCHOOL - DAY

Sandy goes around and gets in the car.

                 SANDY
                   (continuing)
            You were late.

                 JEFFREY
            I'm really sorry.

                 SANDY
            What am I going to do?

                 JEFFREY
            You want to go talk to him?

                 SANDY
            Yeah, but. I don't think it's going to do
            much good. Let's go. I'll try to talk to 
            him later.

                                 CUT TO:

142. INT. DINER - DAY

Jeffrey and Sandy are sitting in the diner in a different booth, but 
having the same things as before.

                 SANDY
            You know, that cheese is practically
            all chemicals.

                 JEFFREY
            That's what makes it so good. You wanta
            hear what I saw today?

                 SANDY
            Shoot.

                 JEFFREY
            Number one. I saw the Yellow Man go into 
            Frank's building, laughing with Frank.
            Now. the only trouble is. what does this
            prove?

                 SANDY
                    (thinking)
            Nothing really, but it's interesting.
            they know each other. they seem to like
            each other.



                 JEFFREY
            Maybe. But I think the Yellow Man is on 
            drugs. I think Frank supplies him.

                 SANDY
            Oh yeah?

                 JEFFREY
            Number two. I saw the Yellow Man come out.
            This time with a well-dressed man with an
            alligator briefcase. They drove down this
            factory building and stood on a staircase
            looking at something in the distance. 
            Number three. now get this. In the distance
            was a murder. a drug dealer shot to death
            and a woman with her legs broken.

                 SANDY
            Jeffrey!!

                 JEFFREY
            Then these guys told me the police will
            find a huge amount of drugs inside the 
            dead man's place.

                 SANDY
            I can't believe what you are finding out.
            Are you going to continue with this. Are
            you going back to her apartment?

                 JEFFREY
            Yeah.

                 SANDY
            Jeffrey?. Why?

                 JEFFREY
            I'm seeing something that was always hidden.
            I'm involved in a mystery. I'm learning.
            and it's all secret.

                 SANDY
            You like mysteries that much?

                 JEFFREY
            Yeah. you're a mystery. I like you.
            very much.

Jeffrey stands up and moves to her side of the booth.  They stare at each 
other.

                 SANDY
            Oh yeah?

Jeffrey leans over and kisses her gently.  She pulls away.

                 SANDY
            Don't. please, Jeffrey.

Jeffrey looks at her for a moment.

                 JEFFREY
            You worry about me really?

                 SANDY
            Yes. is that so surprising?. Yeah I
            worry. a lot. I got you into this.

                                 CUT TO:

143. INT. STAIRWAY - APARTMENT BUILDING - NIGHT

Jeffrey winds his way up the staircase of Dorothy's apartment building.  
He hesitates before crossing to Dorothy's door.  He knocks on the door and 
Dorothy opens it.

                 DOROTHY
            Come in.

                 JEFFREY
            Hello.

144. INT. DOROTHY'S APARTMENT - NIGHT

Dorothy closes the door.  She chains it.

They kiss.  The kiss gets hotter.  The feeling begins.

They move down the hall to the back bedroom.  They've never made love 
there.  As they hurriedly undress Jeffrey sees the pointed child's hat 
with the propeller.  He picks it up and spins the propeller.  It makes a 
bit of music.  Dorothy shrieks as she lurches toward Jeffrey grabbing his 
hand, stopping him from turning the tiny propeller.  She gains some 
control of herself.  Jeffrey releases the hat into her hand.

                 DOROTHY
            It used to make me laugh .but.

                 JEFFREY
            I'm sorry .maybe I better go Dorothy.

                 DOROTHY
            Yes. Frank-

                 JEFFREY
            Frank is coming?

                 DOROTHY
            No. how could he?. Don't go. You think
            I'm crazy, don't you? I want you to stay.
                    (crying)
            . don't hate me.

                 JEFFREY
                   (very nervous)
            I sure don't hate you.

                 DOROTHY
            I'm not crazy.
                     (thinking)
            I know the difference between right 
            and wrong.

                 JEFFREY
            That's good.

Jeffrey moves to get out of bed.

                 DOROTHY
                    (she poses)
            Do you like my body?

                 JEFFREY
            Sure I do.

She moves closer to him, towards his back touching it with her tongue.  
She gets down in a pose and holds it.

                 DOROTHY
            I'm a statue. you can feel me.you
            can do anything you want.

Jeffrey's hands find her flesh and move about.

                                 DISSOLVE TO:

Jeffrey and Dorothy are making love in her bed in almost total darkness.

                 DOROTHY
                     (dreamily)
            What do you want to do?

                 JEFFREY
            I'm doing it.

                 DOROTHY
            Are you a bad boy?

                 JEFFREY
            Whatiya mean?

                 DOROTHY
            Do you want to do bad things?
                   (very dreamy)
            Anything. anything.

                 JEFFREY
                  (whispering hot)
            What do you want?

                 DOROTHY
            I want you to hurt me.

                 JEFFREY
            No. I told you. I don't want to hurt you.
            I want to help you. I think I know some of
            what is happening to you. 
                  (she doesn't react)
            . Dorothy? Frank has your husband and son.
            Dorothy? Doesn't he? You have to do 
            something Dorothy. go to the police.


                 DOROTHY
            No police!!!.
             (pushing herself back against
              the headboard; then frantic)
            No police!!

Suddenly, Dorothy gets very odd.  She turns into a little girl.  She has
a frightening little girl smile.

                 DOROTHY
            You like to open me. don't you?

                 JEFFREY
            Yes.

                 DOROTHY
                (thinking with a grin)
            What if I told Frank that you opened me?

For just one quiet moment we see the stairway to Dorothy's apartment.  
It is empty.  Then back to Jeffrey and Dorothy.

                 JEFFREY
            That wouldn't be too good, would it?

                 DOROTHY
            Frank would open you.

                 JEFFREY
            Okay. I know you've been scared. now you
            want to scare someone.

                 DOROTHY
                (smiles very strangely)
            Does that scare you?

                 JEFFREY
            Shut up.

                 DOROTHY
            Beeeee careful.

                 JEFFREY
                  (scared and mad)
            Come on Dorothy.

                 DOROTHY
            What if Frank came over here and found us?

The curtains in the kitchen bellow out with an eerie gust of wind.

                 JEFFREY
            Look, snap out of it, will ya?

                 DOROTHY
            Kiss me.

They kiss.



                 DOROTHY
                    (continuing)
            Do you love me?

                 JEFFREY
            Do you love me?

                 DOROTHY
            I asked first.

                 JEFFREY
            Sometimes I think I do.

                 DOROTHY
            And sometimes you think you don't?! Well,
            get away then!

She bolts up.

                 JEFFREY
            Wait a minute. Wait. Whatiya want? For
            cryin' out loud!

                 DOROTHY
            Just get outta my bed.

She hits out at Jeffrey and strikes him in the face.  Jeffrey struggles 
with her to keep her from hitting him again but she breaks loose and slams
out at his face again.  He pushes back hard and her head actually hits the
wall.  She smiles through the pain.

                 JEFFREY
            Oh God. are you alright.

She falls on him and smothers him with kisses.

                 DOROTHY
            See. see how you hurt me? Now. Open
            me. enter me.

Jeffrey moves on top of her in the darkness.

We move very close to Jeffrey's ear as Dorothy's lips come up and whisper
into it.

                 DOROTHY
            I love you Don with all my heart.

                 JEFFREY
            No. it's not Don.

But he can't stop himself or her from making love.

                 DOROTHY
            Come inside me. Oh yes, oh yes, oh yes.
                   (very frantic)
            Oh yes, oh yes, oh yes.

The movement subsides.  There is silence in the room, except for breathing.

                 JEFFREY
            I didn't mean to hurt you.

                 DOROTHY
            Shhhhhh. Now I have your disease.

                 JEFFREY
            You. what?

                 DOROTHY
            You put your disease in me. your semen.
            it's hot and full of disease.

                 JEFFREY
            There's no disease, I can tell you.

                 DOROTHY
            Men are crazy. then they put their
            craziness into me. then it makes me
            crazy. then they aren't so crazy for
            awhile. then they put their craziness
            in me again.
                  (starts crying)
            . it's burning me. but I love you. I
            do, I do. Did you know that? Did you
            know that I love you?

                 JEFFREY
                 (very apprehensive)
            I'm glad you do.

                 DOROTHY
            There's so much I want to tell you. I'm in
            so much darkness though with things moving.
            there is darkness sucking me. It's kissing
            me and darkness is entering me. in every
            hole. It's opening me to a death.

                 JEFFREY
            Dorothy. no!

                 DOROTHY
                    (whispering)
            If I die, then they'll be free. It's 
            getting late, isn't it? I can tell. it's
            a cold feeling when it's late. It's warm
            then it gets cold. Jeffrey. I feel it 
            getting cold.

                 JEFFREY
            You called me Jeffrey.

                 DOROTHY
            I did. are you?

                 JEFFREY
            Yes.

                 DOROTHY
            Why are you here?
                (Jeffrey gets on top 
                 of her again)
            Hmmmmmmmm!!!! Ok.

                 JEFFREY
            No. not really.
                 (they kiss - very hot)
            but also because I really want you 
            to be alright.

Dorothy stops and looks at him - she holds his face.  She starts to cry.

                 DOROTHY
            You do .you really do.

She continues holding his face - looking in his eyes crying openly.  
he pulls him down to her.

                 DOROTHY
            Jeffrey. Jeffrey. Jeffrey.

Jeffrey smiles.

                 JEFFREY
            I guess I should go.

                 DOROTHY
            I want you to stay with me.

                 JEFFREY
            I think I better go.

146. INT. DOROTHY'S APARTMENT - NIGHT

Later.  Jeffrey is dressed and Dorothy comes out of the bathroom in her 
robe.  She is combing her hair.  One or two lights are on now.  She looks 
at Jeffrey and smiles, brushes some of his hair back from his face.

                 DOROTHY
            You're my special friend, aren't you?
                     (whispers)
            I have you inside of me still.
                     (big smile)
            It helps me. I need you.

Jeffrey doesn't know what to say.  He starts walking toward the door with 
Dorothy beside him.

                 JEFFREY
                    (lying)
            I'll call you.

                 DOROTHY
            Okay. soon? Do you think I'm too fat?

                 JEFFREY
            What?

                 DOROTHY
            I'm getting a little bit fat. I hate that.

                 JEFFREY
            You look beautiful to me.

She pats her hips.

                 DOROTHY
            Right in here. fat, fat, fat.

Dorothy takes the chain off the door and opens it.  The hall is empty.  
There is some noise on the stairs.  Suddenly, Frank and TWO FRIENDS of 
his come into view on the stairway.

                 JEFFREY
                    (to Dorothy)
            Oh no.

                 DOROTHY
                (her eyes glaze over -
                     she's gone again)
            No. 
                (calling out to Frank)
            Hi baby.

                 FRANK
            Who's this fuck?

                 DOROTHY
            He's a friend. from the neighborhood.
            we were just talking.

                 FRANK
                   (to Jeffrey)
            From the neighborhood?
                     (slowly)
            Shut the fuck up.
                   (to Jeffrey)
            You like telephones? Huh?. You wanta go
            for a ride?

                 JEFFREY
            No thanks.

                 FRANK
            No thanks. what does that mean?

                 JEFFREY
                 (very carefully)
            I don't want to go.

                 FRANK
            Go where?

                 JEFFREY
            On a ride.

                 FRANK
            A ride?. Hell, that's a good idea. okay,
            let's go. Hey, let's go.

Frank grabs Jeffrey and pulls him along.

                 FRANK
                 (continuing to Dorothy)
            Come on. We're goin' for a joy ride.

147. INT. STAIRWAY - APARTMENT BUILDING - NIGHT

Frank takes Jeffrey on a wide-eyed terror walk down the stairway.

                                 CUT TO:

148. INT. FRANK'S CAR/CITY STREETS - NIGHT

Frank and Dorothy are in the front seat.  Jeffrey is sandwiched between 
two very dirty strange guys in the back.  Frank is driving very fast and 
very crazy.  Sitting next to him on the front seat is a police radio which 
periodically blares out police reports.  At the lights, when they turn 
green, Frank lays rubber.

                 FRANK
            Where you wanna go? I know!. We gotta see
            Ben. We gotta, right?

                 PAUL
                   (laughing)
            Yeah. we gotta see Ben. 

The car roars through a seedy street lined with bars and clubs.  Liquor 
and sex shop signs glow in hot neon colors.  They are blurred visions 
because of the speed of Frank's car.

Driving music plays.
Frank careens dangerously down various narrow streets, just barely making
turns.  The Ford bounces off several curbs.  Dorothy occasionally steals 
a glance back at Jeffrey.  She squeals out loud - sometimes with glee, 
mostly in fear.

Raymond and Paul laugh with Frank, yell out or light cigarettes.

149. EXT. "BARBARY COAST" - NIGHT

Frank finally gets to where he's going - a corner bar - and skids to a 
hault.  They all pile out.  Frank grabs Jeffrey.

                 FRANK
            Come on. I wancha to meet a frienda mine.
            Raymond, get enough beer for Ben too.

                 RAYMOND
            Okay Frank.

                 FRANK
                   (to Jeffrey)
            What kinda beer do you like?

                 JEFFREY
                   (just says it)
            Heineken.

                 FRANK
         FUCK THAT SHIT. PABST BLUE RIBBON!!!

He grabs Jeffrey and pushes him into the bar.

150. INT. "BARBARY COAST" - NIGHT

Moving fast now, they go through this dark frightening place.  Frank has 
Jeffrey by the neck forcing him faster.  In the back there is a black man 
fondling a white girl near a doorway.

151. INT. BACK ROOM - "BARBARY COAST" - NIGHT

They go through the door to a back room.  A few naked girls are there near
beds with curtains around them.  One girl lies on her bed with dried vomit
around her head and pillow.  Suddenly Frank spots his friend Willard.  
He runs toward him violently and grabs him by the throat.

                 FRANK
            Hey shithead. that's the last time I get
            you high and watch you freak out - 
            motherfucker you tore my coat and I lost
            my lucky piece of blue velvet, man.

152.     INT. DETECTIVE WILLIAMS' STUDY - NIGHT

FLASHBACK

to the black and white photo of a piece of cloth in the weeds in the 
vacant lot.

                 JEFFREY (V.O.)
            What color is it?

                 DETECTIVE WILLIAMS (V.O.)
            It's blue. blue velvet.

153.     INT. BACK ROOM - "BARBARY COAST" - NIGHT

RESUME GROUP

                 WILLARD
            Hey Frank I'm sorry buddy.

                 FRANK
            Yeah?. get ready for a love letter. 
            When you least expect it.

                 WILLARD
            Frank. please man.

                 FRANK
            A big love letter.

Frank pushes him down on the bed with the dried vomit whore.  They leave 
Willard.

154. INT. STAIRS AND LANDING - BEN'S APARTMENT - NIGHT

... and go up a flight of dirty wooden steps.  Frank bangs on a door at the 
first landing.  Raymond joins him with a case of Pabst Blue Ribbon Beer.

                 FRANK
            Hey Ben. OPEN UP. It's Frank.

A tall, slender man with a smoking jacket and a mustache opens the door.  
It's BEN.  His voice is very horse from years of smoking.

                 BEN
                (very gracious)
            Frank. Come in.

                 FRANK
            Hey, I brought some friends. and some
            beer.

                 BEN
            Fine. Welcome. Come sit down.

155. INT. BEN'S APARTMENT - NIGHT

The apartment is very large.  All the furniture is over-stuffed.  In 
the room there is a very much over-weight WOMAN dressed in black and a 
greasy-looking COUPLE.  On the couch, a YOUNG WOMAN plays with a large 
doll.

                 FRANK
               (getting higher all the time)
            Suave. goddam are you suave, you fucker.
            You want some beer?

                 BEN
                    (smiling)
            Certainly Frank.
                 (to the fat woman)
            Darling, get some glasses. We'll have 
            some beer with Frank. Won't you sit down?

Everyone kinds of mills around.  Paul sits down in a chair and starts 
laughing at some private joke in his head.

                 FRANK
            Shit Ben! How the shit are ya?

                 BEN
            Fine Frank. Fine. How are you?

                 FRANK
            Fuckin' good, real fuckin' good. You know
            this little tid bit, Dorothy, and this thing, 
            here, (referring to Jeffrey) is a neighbor. 
            What the shit we're doin' with a neighbor, I 
            don't know. goddam!!!(referring to Ben) This 
            is the suavest guy I know. look at you. You're 
            one beautiful fucker, Ben. I love this jacket
            and that cigarette holder of yours. shit, that
            is too fuckin' much. Where's those glasses. 
            this beer's gonna get too warm. I can't stand
            fuckin' warm beer. it makes me puke.

                 BEN
            Darling, where are the glasses?. Oh.
            here they are.

The Big Lady brings the glasses in and sets them on the card table.  
She looks worried.  She gives a helpless pleading look to Ben.

                 FRANK
            Raymond! Where's the fuckin' beer?

                 RAYMOND
            Right here Frank. You want me to pour it?

                 FRANK
            No, I want ya to fuck it. Shit, yes.
            pour the fuckin' beer.

                 RAYMOND
            There ya go.

                 FRANK
            Good, let's drink up.

                 BEN
            To your health, Frank.

                 FRANK
            Shit. let's drink to something else.
            let's drink to fuckin'. Say here's 
            to your fuck Frank.

                 BEN
            If you like Frank. Here's to your fuck.
            cheers.

Frank's friends, Paul and Raymod, laugh.

                 FRANK
                  (laughs loud)
            Cheers. Suave man. you're so fuckin'
            suave. WE LOVE BEN! Here's to Ben!.

Frank slaps Jeffrey in the face.

                 FRANK
            Hey neighbor. Here's to Ben.

                 JEFFREY
                (stunned, grabbing his face)
            Here's to Ben.

                 FRANK
            Do you see, Ben?. I can make him do
            anything I fuckin' please.

Ben goes to Jeffrey.

                 BEN
            Thank you neighbor. let me see your
            face. did he hurt you?

Jeffrey shows him.

                 BEN
                  (continuing)
            Oh. my.

Suddenly Ben slugs Jeffrey in the stomach.  Jeffrey doubles over.

                 BEN
                (continuing again)
            Is that any better?

Frank almost dies laughing.  Everyone else joins in.  Ben turns to Frank.

                 BEN
            Frank, I have something for you. Excuse
            us everyone.

                 FRANK
            EXCUSE US por favor! Hey. let Tits see
            her kid.

As Jeffrey tries to catch his breath, he sees tremendous emotion fill 
Dorothy's face.  She rushes forward.  Raymond grabs her by the arm and 
takes her into another room.  Jeffrey hears her crying out.  He hears a 
small boy.

                 DOROTHY (V.O.)
            Donny, oh my Donny.

                 DONNY (V.O.)
            Mommy!

155A. INT. BACK ROOM - BEN'S APARTMENT - NIGHT

Dorothy is sobbing and clinging to Donny.  He is crying and gripping her 
like a small monkey would grip its mother.  Suddenly Donny breaks away, 
screaming.

DONNY
            Mommy. You left me. you stopped loving me.

                 FRANK
              (coming back into Ben's living room)
            Okay. let's hit the fuckin' road. we're
            givin' our neighbor a joy ride. let's get
            on with it. Bye, Ben. Ya wanna go on a 
            joy ride with us, anyone? You?
                 (looking around)

Dorothy rejoins the group.  She's in a state of shock.  Frank pinches her
cheek.

                 FRANK
                   (continuing)
            No smile for Frank? No? Okay, fuck it.
            Let's go. Oh you wanna come with Raymond?

Raymond has picked up the greasy girl.

                 BEN
            See you Tuesday, Frank.

                 FRANK
            Right Ben. LET'S GO FUCK. I'll fuck
            anything that moves.

156. EXT. "BARBARY COAST" - NIGHT

They leave and pile back into the car.

157. INT. FRANK'S CAR/CITY STREETS - NIGHT

Now there are four in the back.  Raymond starts necking with the Greasy 
Girl.  They speed on into the night.  Frank drives through various dark 
streets.

158. INT. FRANK'S CAR/HIGHWAY - NIGHT

. then out onto a highway and goes over 100 mph down a two-lane highway.

                 FRANK
                   (to Jeffrey)
            Hey? . You like to walk.

                 JEFFREY
            What?

                 FRANK
            Let's take our neighbor out. Let him
            fuckin' walk back.
                     (laughs)

As Frank is driving Jeffrey sees Dorothy nervously look at the road and 
surrounding countryside, then questioningly at Frank.  She senses something
about where they are going.

                 DOROTHY
            Where are we going, Frank?

                 FRANK
            Hey. Tits. I'm taking your neighbor to 
            the country. maybe something for you too.

                 DOROTHY
                   (very anxious)
            Frank?

                 FRANK
            You want to see him too, right?

                 DOROTHY
            Yes, but.

                 FRANK
            Then, shut up!

Frank sees Dorothy look back at Jeffrey.


                 FRANK
                   (continuing)
            Hey. What's this fuck got to do with
            anything.

159. INT. FRANK'S CAR/DIRT ROAD - NIGHT

Frank angrily swerves the car off onto a small dirt road bouncing down 
it, screeching to a halt near an orchard of trees.  He turns violently 
around to Jeffrey.

                 FRANK
            What are you lookin' at?

                 JEFFREY
            Nothing.

                 FRANK
               (locks eyes with Jeffrey; 
                long pause)
            Don't look at me, Fuck. I shoot when I see
            the whites of the eyes.
                (takes helium)
            You like me?.

Jeffrey is quiet.

                 FRANK
                 (still high voice)
            Look at these. What are these?

                 DOROTHY
            Come on, Frank. Let's go. Please.

Frank is doing something to Dorothy's chest but Jeffrey can't see.

                 FRANK
            Don't say PLEASE, Fuckhead. WHAT ARE
         THESE?

                 DOROTHY
            Those are my breasts.

                 FRANK
            Can I feel 'em?

                 DOROTHY
            If you want to.

Frank takes helium.

                 FRANK
            Baby wants to pinch 'em.

She winces and tries to pull away.

                 FRANK
                   (continuing)
            What's the matter? Give 'em back. They're
            just a little red, that's all. let me feel
            'em again. Come here.

Frank pulls her over and starts to pinch her again.  It really hurts her 
and she is frightened and in pain.

                 JEFFREY
            Hey. leave her alone.

Frank pretends not to hear Jeffrey and pinches Dorothy's breasts real hard.
She stifles a scream.  Jeffrey gets mad.  He hits Frank hard in the face. 
Everyone is deadly silent as Frank turns to Jeffrey.  Frank stares at 
Jeffrey.

                 FRANK
            NEXT! . out of the car fuck. HELP HIM
         OUT, RAYMOND!!

160. EXT. FRANK'S CAR/DIRT ROAD - NIGHT

Frank gets out and presses his face against the rear window.  His distorted
face is hideous.  He opens the back door.  Raymond and Paul grab Jeffrey 
and pull him out of the car.  The Greasy Girl laughs nervously.

                 DOROTHY
            Frank. he didn't mean it. Leave him
            alone. come on. He didn't mean it.

                 FRANK
            Shut up. Gimme your lipstick.
                    (takes gas)
            . Hey, pretty, pretty.

Dorothy doesn't move fast enough so Frank dumps her whole purse out on the
front seat and grabs the lipstick and a flashlight.  He puts lipstick 
heavy onto his lips.

While Raymond and Paul hold Jeffrey.  Frank kisses Jeffrey all over the 
mouth.  Jeffrey tries to hit Frank and pull away, but Raymond and Paul 
have a hold of him.  Jeffrey looks very strange with these big blotches 
of red lipstick on his face and mouth.

                 DOROTHY
         LEAVE HIM ALONE!! FRANK!!

Frank slams the front door shut to muffle Dorothy.  He grabs Jeffrey and 
presses his frightened face against the front window.  Then, the back 
window.  Then, he flops Jeffrey up on the hood with Paul's help and presses
Jeffrey's face against the rear window.  Inside the car, this show is 
crazy and scary.  Then, Frank takes Jeffrey over to the side of the car 
again.

                 FRANK
                   (to Jeffrey)
            You're fuckin' lucky to be alive.
         LOOK AT ME!

Raymond pulls Jeffrey's face back so he's looking at Frank.  Dorothy and 
the Greasy Girl watch in terror.



                 FRANK
            Don't be a good neighbor to her or I'm 
            gonna send you a love letter. straight
            from my heart, fucker. You know what a 
            love letter is? It's a bullet. straight
            from my gun, fucker. Once you get a love
            letter from me, you're fucked forever.
            Understand, Fuck?

                 JEFFREY
            Yes.

                 FRANK
            I'll send you straight to hell, Fuck!

Frank takes a small square of blue velvet out of his pocket and begins 
feeling Jeffrey's face with it.

                 FRANK
             (continuing; breathing heavily)
            You feel good. feel my muscles.

Raymond makes Jeffrey raise his arm and Jeffrey feels Frank's biceps.

                 FRANK
                  (continuing)
            You like that? 
                     (to Raymond and Paul)
            Hold him tight for me.

Suddenly Frank starts hitting Jeffrey in the face.  Dorothy screams at the
car window.

CUT TO BLACK:

161.     EXT. DIRT ROAD - DAY

NO SOUND. THEN A MOAN.

JEFFREY'S P.O.V. of rocks on the ground.

He slowly picks up and looks around.  The car is gone.  He is swollen, 
bloody, and covered with lipstick.  His pants have been pulled down and 
"FUCK YOU" has been written with lipstick on his legs.

He struggles to his feet and pulls his pants up.  He fastens his belt 
and begins limping up the dirt road highway.

                                 CUT TO:

162. EXT. PHONE BOOTH - HIGHWAY - DAY

Jeffrey dials.

                 JEFFREY
            Yellow Cab? Is this Yellow Cab? I need a 
            cab. on Route 7.
                  (he looks around)
            . Just by Meadow Lane.


163. INT. DOROTHY'S APARTMENT - NIGHT

FLASHBACK

Jeffrey remembers Dorothy mentioning "Meadow Lane" on the phone.

164. INT. FRANK'S CAR - NIGHT

FLASHBACK

Jeffrey remembers Frank saying "You want to see him too, right?" and 
Dorothy saying, "Yes. but."

165. EXT. PHONE BOOTH - HIGHWAY - DAY

                 JEFFREY
                    (continuing)
            Meadow Lane. There's a big Nehi sign.
            Okay. I'll wait, don't worry, . I've
            got to get home, don't I?

                                 DISSOLVE TO:

166. INT. JEFFREY'S ROOM - DAY 

Jeffrey is sleeping.  His face is swollen and bruised.  The clock says 
4:30 p.m.

                                 DISSOLVE TO:

167. INT. JEFFREY'S ROOM - NIGHT

The clock says 1:30 a.m.  Jeffrey goes into the bathroom.  Looks at his 
puffed face and takes two aspirin.  He stumbles back to bed.

                                 DISSOLVE TO:

168. INT. JEFFREY'S ROOM - DAY

The clock says 7:30 a.m. and Jeffrey gets up and stretches.

                 JEFFREY
            Owww.

His muscles are very sore.

                                 CUT TO:

169. INT. BEAUMONTS' KITCHEN - DAY

At the breakfast table.  Aunt Barbara and Mrs. Beaumont are staring at 
Jeffrey.

                 JEFFREY
            I don't want to talk about it. Everything's
            okay now. I don't want to talk about it.

                 AUNT BARBARA
            Sometimes it helps to talk things over. 
            for instance, many marriages are saved by.

                 JEFFREY
                (interrupting, smiling
                     at Aunt Barbara)
            Aunt Barbara. I love you, but you're not 
            gonna get it.

He holds his fist up.

                                 DISSOLVE TO:

170. JEFFREY'S ROOM - DAY

Jeffrey dials the phone.

                 JEFFREY
            Mrs. Williams? Hi, this is Jeffrey 
            Beaumont. fine and you? Good. Is Sandy
            there? Good, thanks. Sandy?. Can you
            talk? Good. I'm through with this 
            business. I'll explain, but it got a 
            little out of hand. I'm lucky to be
            able to call you. anyway. I promise 
            I'll tell you everything .How are you?

                                 CUT TO:

171. INT. SANDY'S BEDROOM - DAY

Sandy on her phone.

                 SANDY
            We broke up. No. It's okay. It's okay.
            Jeffrey?. Jeffrey?. Hey, Jeffrey?.
            Do you want to go to a party with me
            Friday night?. He won't be there, don't
            worry. It'll be real nice. This Friday.
            You don't dance? Well, I'll teach you,
            silly.

                                 CUT TO:

172. INT. JEFFREY'S ROOM - DAY

Jeffrey on his phone.

                 JEFFREY
            Great. Hey. I've got a bit of a
            problem. I know some things. that
            could help your father but you 
            might get into trouble.

INT. SANDY'S BEDROOM - DAY

                 SANDY
            Jeffrey. are they important things?
            Well forget me - you have to tell 
            him. Jeffrey. I mean it.

INT. JEFFREY'S ROOM - DAY


                 JEFFREY
            Ok but I promise I won't mention you.
            Okay? .I'll see him at the police 
            station. okay? See you Friday night,
            if not before.

                                 DISSOLVE TO:

173. INT. POLICE STATION - DAY

Jeffrey climbs the stairs up to Detective Williams' office.

174. INT. ROOM 221 - POLICE STATION - DAY

He rounds the corner and steps inside the office, when he stops short with
fear.  Detective Williams is not there, but sitting at a desk next to 
Detective Williams' desk is the Yellow Man.  Their eyes lock.

Jeffrey freezes.

                 JEFFREY
            Excuse me.

Jeffrey turns away as quickly as possible and goes over to a water cooler
and gets a drink, keeping his back to the Yellow Man.  He shakes with 
fear.  He slowly turns around.  The Yellow Man is studying some papers on
his desk.

Again the Yellow Man looks up.  This time he is slightly suspicious and he
cooks his head.  Jeffrey cannot move.

Finally, Jeffrey is able to step away.  As he leaves the Yellow Man's line
of sight, Jeffrey catches the names on the door.

                 DETECTIVES
                  J.R. WILLIAMS
                     AND
                 T.R. GORDON

                 JEFFREY
                    (inner voice)
            Gordon. Gordon. a police inspector.
            wait a minute. wait a minute.

175. EXT. COLD STORAGE COMPANY - DAY

FLASHBACK

Jeffrey remembers the black guy saying: "The police are going to find more
drugs in there than you can believe."

                 JEFFREY
                (continuing, inner voice)
            The police. the police. Gordon.

177. INT. BEN'S APARTMENT - NIGHT

FLASHBACK

Jeffrey remembers Frank's voice in the distance: "Gordon went right up 
to them - in broad daylight of course - 'cause he's the man, right? And 
he took all those drugs away."

178. INT. ROOM 221 - POLICE STATION - DAY

                 JEFFREY
                 (continuing, inner voice)
            Took all those drugs away. Gordon
            took those drugs away.

                                 CUT TO:

179. EXT. WILLIAMS HOME - NIGHT

Jeffrey walks through the darkness, carrying the photos.  He stops in 
front of Detective Williams' house and hesitates.  Jeffrey's face has a 
troubled look.  He approaches the front door.

He hesitates again before finally knocking.  Detective Williams answers 
the door.  Sandy is in the background.  When she sees the look on Jeffrey's
face, she knows why he's there.

                 DETECTIVE WILLIAMS
            Jeffrey! Come on in.

                 JEFFREY
            Hi. Hi Sandy. I'm sorry to bother you,
            but I've got to talk to you.

                 DETECTIVE WILLIAMS
            Okay. come on in. Looks like you had a 
            bad face lift.

                 JEFFREY
              (with a goofy smile to Sandy)
            Yeah.

180. INT. WILLIAMS' LIVING ROOM - NIGHT

Sandy gives him a concerned look.  Jeffrey follows Detective Williams to 
his study.

181. INT. DETECTIVE WILLIAMS STUDY - NIGHT

He closes the door behind him.

                 DETECTIVE WILLIAMS
            Okay?

                 JEFFREY
            Okay. I gotta tell you. I've. discovered
            some things. .Anyway I have to show you
            some pictures and tell you some things 
            about them. The first picture is this.

He shows him the picture of Frank and studies Detective Williams' face as 
he sees it.



                 JEFFREY
                    (continuing)
            This is Frank Booth. His address is on
            the back of the photo. He, in my opinion,
            is very sick and dangerous. This photo 
            here is of Frank with another man as they
            went into Frank's apartment.

Jeffrey casually hands the photo over and watches Detective Williams' face 
extra carefully.  Detective Williams doesn't flinch, yet his eyes slowly 
glide upwards to meet Jeffrey's.

                 JEFFREY
                    (continuing)
            And that man came out with a third man - 
            this well-dressed guy. here's the photo.
            I think a girl named Dorothy Vallens is
            in trouble with these people. I think
            Frank has taken her husband and her son.

                 JEFFREY
                    (continuing)
            I have no hard proof of any of this. Her
            address is also on the photos. I think
            these people are involved with drugs. and
            murder. I think Frank is killing drug
            dealers and.
                 (he decides not to tell Detective 
                Williams everything)
            . and somehow Frank is getting all their
            drugs. I had to tell you I got slightly
            more involved in this than you wanted me
            to, but it's over now for sure. .I had to
            tell you about these things in case it 
            could help.

                 DETECTIVE WILLIAMS
            Well now Jeffrey, how did you come to get
            so involved?

                 JEFFREY
            I can't tell you the whole story. I. I
            took it upon myself. I can't say more.

                 DETECTIVE WILLIAMS
            Is Sandy part of this?

                 JEFFREY
            No. not at all.

                 DETECTIVE WILLIAMS
                    (referring to the photos)
            Who knows you have these?

                 JEFFREY
            Only you. and the photo lab.

                 DETECTIVE WILLIAMS
            You're all through with this now?


                 JEFFREY
            Yes sir. I sure am.

Detective Williams studies Jeffrey, then the photos.

                 DETECTIVE WILLIAMS
            For now. Alright. you better be. And
            Sandy better not be involved with this,
            I can tell you. Be prepared to come in 
            for further interrogation on this later.

                 JEFFREY
            Yes sir.

Jeffrey leaves the study.

182. INT. WILLIAMS' LIVING ROOM - NIGHT

In the living room, Jeffrey looks at Sandy.

                 SANDY
            Everything okay?

                 JEFFREY
            Yeah. I think so. I just had to tell him
            some of what I knew. Is Friday still on?

                 SANDY
            You didn't tell him about me?

                 JEFFREY
            No.

Detective Williams comes out of his study and sees the two of them talking.
He sees some nervousness.  Sandy quickly changes the subject.

                 SANDY
            I should never had gotten you going on this.
                (changing, smiling)
            Yes Jeffrey. Friday's on!

                 JEFFREY
            Okay. great!

                                 CUT TO:

183. EXT. BEAUMONTS' FRONT LAWN - DAY

Jeffrey waters the flowers and bushes as his father had done.  His face
looks much better.


                                 DISSOLVE TO:

184. INT. HOSPITAL ROOM - DAY

Jeffrey sits and visits with his father.  His Mother and his Aunt Barbara are there too.

                                 DISSOLVE TO:

185. INT. HOSPITAL LAB - DAY

CLOSEUPS of cells moving - dark cells move in - the picture gets dark.

                                 DISSOLVE TO:

186. EXT. WILLIAMS HOME - NIGHT

Jeffrey is driving over to Sandy's.

He has to park across the street because a police car is sitting in front
of the Williams' house.  Its lights are slowly revolving on top. The engine
idles. a Man is inside. his head down, studying some papers.

Jeffrey barely notices all this, as he heads for the door.

Mrs. Williams answers the door and Sandy is behind her in the dining room.

                 MRS. WILLIAMS
            Hello, Jeffrey. Come in.

187. INT. WILLIAMS' LIVING ROOM - NIGHT

Jeffrey enters and crosses the room to Sandy.

                 JEFFREY
            You all set?

Detective Williams comes in arranging some papers which he begins placing
in a briefcase on the dining room table.  Just then a man comes up to the
door which is still open.  Jeffrey turns to see.  It is Detective 
T.R. Gordon, the Yellow Man.  All the color instantly drains from 
Jeffrey's face.

                 YELLOW MAN
                    (yelling inside)
            Hey John - get a move on!!

Detective Williams turns.  He sees Detective Gordon.  He turns again.  He 
sees Jeffrey's expression.  Sandy hasn't seen it yet.

Detective Williams goes to Jeffrey.  He looks him straight in the eye.  He
also positions himself between Jeffrey and T.R. Gordon.

                 DETECTIVE WILLIAMS
            Easy does it Jeffrey. Behave yourself.
            don't blow it.

Sandy becomes curious and moves over to Jeffrey and her father.  Jeffrey 
decides to trust Detective Williams.  The Yellow Man (T.R. Gordon) yells 
again.

                 YELLOW MAN
            Come on John, get it in gear pal!

                 DETECTIVE WILLIAMS
            So long Jeffrey. You two have a nice
            night, okay?


                 JEFFREY
            Okay.

                 SANDY
            What is it?

                 JEFFREY
            Just some fatherly advice.

                 DETECTIVE WILLIAMS
            That's right.

Jeffrey and Sandy head for the door.  The Yellow Man's and Jeffrey's eyes
meet once more.  The Yellow Man cocks his head. thinking.  No recognition.

                 SANDY
                 (to her mother)
            Goodnight mom.
                 (to the Yellow Man)
            Goodnight Tom.

                 T.R. GORDON-YELLOW MAN
            Goodnight, Sandy.

188. EXT. WILLIAMS HOME - NIGHT

They cross the yard to the car.  Jeffrey helps Sandy in, then goes around
and gets in himself.  They are both dressed very nicely.

189. INT. BEAUMONTS' CAR/NEIGHBORHOOD STREET - NIGHT

Jeffrey starts the car and pulls out.

                 SANDY
            What was that all about?

                 JEFFREY
            Nothing. really! It's good to see you.

                 SANDY
            It's good to see you.

                 JEFFREY
            Where to?

                 SANDY
            Just go over to Gelford and up to Vista.
            It's not far. Can you tell me any more
            about what you learned?

                 JEFFREY
            I'd rather not talk about it. I'll tell
            you about it sometime.

                 SANDY
            It's okay.

                 JEFFREY
            ... You look beautiful.

                 SANDY
            Thank you. Whatiya say we just enjoy the 
            evening?

                 JEFFREY
            I like that idea. that's a real good idea.

                                 CUT TO:

190. INT. PARTY BASEMENT - NIGHT

Jeffrey and Sandy go downstairs to a basement which is dark and crowded 
with kids dancing and talking.  Jeffrey and Sandy are holding hands.  
Jeffrey feels a little out of place.

A COUPLE OF GIRLS raise their eyebrows and give approving looks to Sandy.
The music is loud, fast dancing music.

                 SANDY
            You want to dance?

                 JEFFREY
            I can't dance fast.

                 SANDY
            Really?

                 JEFFREY
            Really. you want to dance with someone
            else?

                 SANDY
         NO.

                 JEFFREY
            Let's wait for some slow one.

                 SANDY
            Just a minute.

Sandy leaves Jeffrey for a moment and Jeffrey watches her make her way 
through the crowd to a GIRL by the record player.  Sandy confers with the
girl.  Sandy comes back to Jeffrey.

                 SANDY
            Don't worry. I took care of it. You
            want something to drink?

Just then, the music goes slow.

                 JEFFREY
            You want to dance?

                 SANDY
            Okay.

They begin to dance.  At first, further apart, then, they make the mistake
of looking in each other's eyes and they move very close together.  
They move around to another look.  Then they kiss.  They kiss for the 
entire rest of the song.  Between songs and during the entire next song.  
They finally, as they say, come up for air.

                 SANDY
            I love you, Jeffrey.

They kiss again.  Then they dance and look at each other.  Then they hug
each other.  As they hug, Jeffrey closes his eyes.

                 JEFFREY
                       (inner voice)
            I really do love you.

                                 DISSOLVE TO:

191. INT. PARTY BASEMENT - NIGHT

Later.  Jeffrey gives Sandy a little kiss while they're over by the cokes.  They're having a drink.  Sandy introduces Jeffrey to some of her friends.  She is very proud of him.  They are both very happy.  They look at each other and kiss again.

                                 DISSOLVE TO:

193. INT./EXT. PARTY HOUSE - NIGHT

Later.  The party is breaking up.  Kids are beginning to go upstairs and go out the front doors to their cars.  Jeffrey and Sandy are coming up stairs arm in arm.  They say goodnight to the PARENTS in the living room and leave through the front door.  They can't take their eyes off one another.  They are totally oblivious to the THREE GUYS in a car across the street.

As soon as Jeffrey gets Sandy and himself in his car, he starts it and moves off.  

194. INT. BEAUMONTS' CAR/NEIGHBORHOOD STREETS - NIGHT

The dark car comes to life with a loud low roar and peels out with a 
scream.  It follows Jeffrey and Sandy for a way, then it roars up behind 
them swaying back and forth, honking its horn and trying to ram Jeffrey's 
car in the rear.

Jeffrey looks frantically in the rear view mirror.  Sandy turns around in
fear.  Jeffrey guns his car and races down the street.

                 SANDY
            Oh my God. What's wrong?

                 JEFFREY
            Frank!!

He swerves around the corner.  Up ahead, a car is pulling out of a 
driveway.

                 JEFFREY
                     (continuing; referring 
                      to the car ahead)
            Come on. MOVE IT!

Jeffrey swings hard around another corner and heads up a dark street, 
passing "Lincoln St."

                 JEFFREY
            I can't outrun this guy.

He floors the car and flies down another street very fast.

                 JEFFREY
            My father has a gun at home.

                 SANDY
            No.

                 JEFFREY
            Sandy. this guy is a killer!! I promise
            you.

Sandy turns back to take a look.  Jeffrey swerves the car again; he bangs
it off a curb as he rounds a corner.  A hub cap goes flying off rolling
noisily down the street.

                 SANDY
            Try to get to my house. then my father
            can.

CLOSEUP ON JEFFREY

195. INT. WILLIAMS' LIVING ROOM - NIGHT

FLASHBACK

He remembers Detective Gordon, the Yellow Man, at Sandy's house.

196. INT. BEAUMONTS' CAR/NEIGHBORHOOD STREETS - NIGHT

                 JEFFREY
            No!!

Jeffrey floors the car again. but the car behind him is fast and gains 
on him.  It swerves back and forth in the rear view mirror.  Now it 
swerves and roars up alongside Jeffrey's car.  Sandy screams.

                 SANDY
            It's Mike! It's Mike!

Jeffrey looks over.  It is Mike.  Out of enormous sense of relief he 
starts laughing.  He slows instantly and so does Mike.

197. EXT. BEAUMONTS' HOME - NIGHT

He pulls slowly up in front of his house, his head back laughing.  Mike 
swerves his car in front of Jeffrey's and jumps out.

                 MIKE
                (out of the car; very drunk)
            Hey come here, you stole my girl, you
            bastard. I'm gonna kick your ass, right
            in front of your stupid house.

                 SANDY
            ... Stop it Mike.


                 MIKE
                           (to Sandy)
            You shut up. nobody's talkin' to you.
            Hey who's that Jeffrey? Your mother?

Everyone turns and looks.  Slowly out of the darkness comes a nude woman.  It is Dorothy.  She is totally in shock, bloody saliva is dripping from her mouth.  She is bloody, swollen and bruised all over.  She is totally different, drained of her sexuality.  She has been ravaged.

                 JEFFREY
            Dorothy! ... Dorothy!

                 SANDY
            Dorothy Vallens?

                 JEFFREY
            Yes.

He jumps out of the car, gets a hold of her and helps her back.  Mike 
comes after him.

                 MIKE
                        (going for Jeffrey)
            Hey, you ivy league shit. COME HERE!

                 JEFFREY
                      (pushing Mike off)
            Later Mike. I gotta take care of someone
            who's hurt here, in case you haven't 
            noticed.

                 SANDY
            Mike, go home.

Mike's friends are dazed, watching Dorothy staggering beside Jeffrey.  
Mike steps back as Jeffrey puts Dorothy in the car.  Jeffrey stands back
up and glances at Mike.

                 MIKE
                       (dull, very drunk)
            Hey, I'm sorry. Hey.

Jeffrey gets into the car.

                 JEFFREY
            Yeah. okay, Mike.

Jeffrey shuts the door.  Dorothy is sandwiched between him and Sandy in 
the front seat.

                 SANDY
            Take her to my house. My dad can get an
            ambulance faster than anyone. Do you have
            anything to put around her?

                 JEFFREY
                      (starts the car)
            No. Is Detective Gordon going to be at
            your house?

                 SANDY
            Probably not. no. Why?

                 JEFFREY
            OK. Let's get her over to your father's.

                 SANDY
                   (looking quickly from 
                    Dorothy to Jeffrey)
            Right. Watch out for Mike, there.

Mike and his friends are getting in Mike's car.  Mike is trying to start 
the engine.  He does and clumsily throws the car in reverse.  He screeches
out and screeches to a stop.  Then he guns away forward and shoots crazily
down the road.

                 JEFFREY
            Here we go.

They drive off.

198. INT. BEAUMONTS' CAR/NEIGHBORHOOD STREET - NIGHT

                 DOROTHY
                   (looking over)
            Oh God. Jeffrey is that you?

Sandy looks at Jeffrey questioningly.

                 JEFFREY
            Yeah, it's me.

                 DOROTHY
            Oh God, Jeffrey. is that you? Oh God.

Sandy is confused. how do they know each other?

                                 CUT TO:

199. EXT. WILLIAMS' HOUSE - NIGHT

Jeffrey and Sandy take Dorothy up the walk.  Sandy opens the door.

200. INT. WILLIAMS' LIVING ROOM - NIGHT

They enter the living room.  Mrs. Williams comes in from the kitchen.

                 SANDY
                    (hurrying)
            Is Dad home?

                 MRS. WILLIAMS
                    (shocked at sight)
            No.

                 SANDY
            You better call him and get an ambulance
            too.

Dorothy is clinging to Jeffrey.  Mrs. Williams goes to call.

Sandy moves closer.  Jeffrey looks at Sandy and she returns the look.

                 DOROTHY
                      (crazy)
            Where have you been?
                     (screams)
            Oh God. they hurt him, Jeffrey. Jeffrey,
            Jeffrey, Jeffrey, hold me. HOLD ME. 
            Oh God.

                 JEFFREY
            It's okay. it's okay.

                 DOROTHY
                        (like a little girl)
            My secret lover.

Mrs. Williams comes in.

                 MRS. WILLIAMS
            The ambulance will be here in a minute. 
            I left word for John. The police are on 
            their way.

                 DOROTHY
                             (screams)
            Don't get the police. Oh God, ...Jeffrey
         I CAN'T STAND IT!! STOP IT. STOP IT.
         LOVE ME,

She looks up at Mrs. Williams.

                 DOROTHY
                            (continuing)
            I opened myself to him. He put his 
            disease in me.

She presses herself tight to Jeffrey.

                 DOROTHY
                            (continuing)
            Tell me its okay. I opened myself to
            you. Okay, okay, okay, okay?

Mrs. Williams watches with confusion and worry for the hurt this is 
causing Sandy.  Sandy is crying now and turns away.

                 JEFFREY
            Sandy? ...Sandy, please.

                 MRS. WILLIAMS
            I'll get a coat for her. 

She leaves the room hurriedly.

                 SANDY
                     (crying)
            Jeffrey? .What's going on?


                 JEFFREY
            Shh. I'll tell you.

                 DOROTHY
                     (quietly)
            They hurt his head.

                 JEFFREY
            Who, Dorothy?

                 DOROTHY
                     (whispers)
            Don. help him. HELP HIM!! DONNY!!!!

A huge, roaring wind sound comes up.

Dorothy starts screaming.

201. EXT. WILLIAMS HOUSE - NIGHT

The SCREAMS DISSOLVE INTO a SIREN as it roars to a stop in front of the 
Williams' house.

202. INT. WILLIAMS' LIVING ROOM - NIGHT

Dorothy clings to Jeffrey.  Her eyes are turning a dull, milky white.  The
effect is horrifying.  She is in shock.

Sandy is still crying, while she moves back and watches Jeffrey.  Jeffrey
turns to look at Sandy.

                 SANDY
                     (crying)
            I still love you Jeffrey.

Mrs. Williams comes to put a coat around Dorothy.  Mrs. Williams is 
shaking.

The Paramedics enter the house.

                                 DISSOLVE TO:

203. EXT. WILLIAMS' HOUSE - NIGHT

The PARAMEDICS are loading Dorothy into the ambulance on a stretcher.  
Dorothy is moaning.  A sickening, warm wind comes up and howls through the 
neighborhood.

                 JEFFREY
            I should go with her, Sandy.

                 SANDY
            Go ahead.

                 JEFFREY
            ... Sandy?.

                 SANDY
            Go ahead!

Jeffrey turns slowly and gets into the ambulance.

INT. AMBULACE - NIGHT

Jeffrey's head is very close to Dorothy's.  Dorothy is saying something, 
mumbling.

                 DOROTHY
            Hold me, Don.

                 JEFFREY
            Don?. Where is he?

                 DOROTHY
               (straining her eyes to
                      focus on Jeffrey)
            HELP HIM!! Promise me you'll help him!

                 JEFFREY
            I promise, Dorothy. I promise.

                 DOROTHY
            Hold me. I'M FALLING!

She bolts up screaming directly into Jeffrey's face.  Her beaten face and milky eyes are a study in horror.

                                 CUT TO:

205. INT. PAY PHONE - HOSPITAL CORRIDOR - NIGHT

Jeffrey finishes dialing.

                 JEFFREY
            Mrs. Williams?. Is Sandy there? Please.
                   (long wait)
            Sandy? (pause) Sandy, please. 
                  (he closes his eyes)
            . forgive me. I love you.

                                 CUT TO:

206.     INT. SANDY'S ROOM - NIGHT

Sandy with red eyes in a darkened room.

                 SANDY
              (in phone, struggling
               to keep from crying)
            I forgive you. I just couldn't watch. 
            I love you Jeffrey. I love you. Is she 
            okay?. How horrible. What?

                                 CUT TO:

207.     INT. PAY PHONE - HOSPITAL CORRIDOR - NIGHT

Jeffrey on pay phone.




                 JEFFREY
                     (in phone)
            Please get to your father and send him and
            the police to Dorothy's apartment right
            away. Be sure your father comes. Something
            is happening over there. They're hurting
            someone. the guy she loves. Tell them to
            hurry. I'm going over right now.

                 SANDY (V.O.)
            No Jeffrey!!

                 JEFFREY
            Yes I'm going. I have to. I love you. I
            will, believe me.

                                 CUT TO:

208. INT. CAB - NIGHT

Driving through the night.

208A. EXT. APARTMENT BUILDING - NIGHT

Jeffrey arrives at Dorothy's apartment building and pays the driver.  
He gets out of the cab and looks around.  No police.  Quiet.  The 
building looks just the same standing there in the dark.  The dim lights 
in the front entrance.  Jeffrey moves up to the front doors and enters.  
No one.

                                 CUT TO:

209. DETECTIVE WILLIAMS' STUDY - NIGHT

Sandy is trying to get her father on the police radio.

                 SANDY
                 (over the radio)
            No. he only wants my father to come over.
            It's very important. he said someone was
            hurt and he wants Detective Williams there.
            well, find him!!

210. INT. STAIRWAY - APARTMENT BUILDING - NIGHT

Jeffrey slowly climbs the stairs.  His shoes squashing the carpet make 
mall crushing sounds as he climbs higher into the building.

He arrives at the Seventh Floor and stops.  A high-pitched whine can be 
heard faintly.  It gets louder as Jeffrey crosses to Dorothy's apartment 
door.  He gets his key out and inserts it.  Turns it.  With a loud click 
the door swings open and the high whine becomes piercing.  He sees 
something and jumps back.

211. INT. DOROTHY'S APARTMENT - NIGHT

It is Detective Gordon, the Yellow Man, standing in the center of the room.

FLASHBACK

He plays the look into the apartment again in his mind and again.

CLOSER ON DETECTIVE GORDON

Something is wrong with him.  He is bleeding from the head.  He stands 
almost motionless. in shock.

Jeffrey peers into the room again.  He enters carefully and lets the door 
close behind him.  He very cautiously moves forward into the room.  Slowly
he moves closer to a hideous sight.  Standing in the middle of Dorothy's 
apartment is T.R. Gordon, the Yellow Man.  He is in an extreme state of 
shock.  He is bleeding badly from a huge wound at the top left of his head.  His eyes focused on something only his twisted inner mind see.  Sitting in one of Dorothy's chairs is a dead man with no ears. only half-healed bloody wounds at each side of his head.  A bullet hole in the center of his forehead.  The T.V. is crushed in but it is turned on and it is the television that produces the high electrical whine.  Jeffrey moves forward again and kicks the television cord out of the wall.  The high whine stops instantly.  Silence except for the Yellow Man's labored breathing.

Suddenly there is a loud "radio voice" coming from the Yellow Man's police
radio which is turned "on" in his jacket pocket.  Jeffrey's heart leaps 
and just as suddenly the Yellow Man throws his arms out wildly knocking a 
floor lamp to the ground and crushing out its light.  Jeffrey's heart goes
wild at this sight and he jumps back but the Yellow Man is silent and 
motionless again.  The radio talks again.

                 RADIO VOICE #1
            Get back and stay down.

                 RADIO VOICE #2
            . It's apartment eight.

Music. LOVE LETTERS STRAIGHT FROM MY HEART. begins to play.  
Jeffrey watches the Yellow Man and listens to the radio.

                 RADIO VOICE #2
                     (continuing)
            I'm sending Jack and Pete to the roof.
            It's.

                 RADIO VOICE #1
            Hey.

Sounds of shots.

                 RADIO VOICE #1
                     (continuing)
            He's shooting. from the second window.

                 RADIO VOICE #3
            Stay in place.

                 RADIO VOICE #2
            Jack. get up there quick. can return
            fire?.

                 RADIO VOICE #3
            I think he's alone. but return fire to
            second window only.

Many shots.

We see Jeffrey's face in CLOSEUP.

                                 CUT TO:

212. EXT. FRONT STREET - NIGHT

The real scene is before us.  Police cars line the street along with a 
huge fire truck and several ambulances.  Special police marksmen are 
crouched behind cars and behind a stone wall opposite Frank's building.  
Screams are heard from within and police radios blare.  Shots are being 
fired into a black window.  Once in a while a shot is returned.  Two 
policeman are dead and one is being loaded onto an ambulance.

                 POLICEMAN #1
            He hasn't fired a shot for six minutes.
            maybe we got him. get on the radio. get
            Detective Williams. ask him if we can
            rush the son of a bitch.

A policeman runs off. more shots are fired into the building but none 
are returned.  The policeman comes running back.

                 POLICEMAN #2
            It's in the works already. we're in 
            there. they're goin' down the back stairs 
            now. It won't be long. and they'll have
            us rush 'em from here. one whistle and
            we go.

Suddenly there is a long barrage of gunfire into Frank's apartment.  
Then a loud whistle.

                 POLICEMAN #1
            That's it. let's go.

Police race across the street to Frank's building.

213. INT. FRANK'S APARTMENT - NIGHT

Police kick the door in and rush into the apartment.  It's empty excpt for
a large dog which has been shot.  The dog growls and cowers back in a 
corner.  Every now and then it limps on bloody legs back and forth.

214. INT. DOROTHY'S APARTMENT - NIGHT

Jeffrey hears the radio.  He hears the policemen talking at Frank's place.  He hears that Frank is gone.  He decides to leave Dorothy's apartment.

                 JEFFREY
             (speaking to T.R. Gordon who doesn't
              hear him because he's almost dead)
            I'm leaving now. I'll let them find you
            all on their own. find all this horror
            on their own.
                     (whispers)
            Good bye.

He goes out and closes the door.

215. INT. STAIRWAY - APARTMENT BUILDING - NIGHT

The door clicks shut.  He makes his way quietly down the hall to the 
stairway. thinking.  He starts down the stairs.

                 JEFFREY
            So. Frank escaped.

He rounds the corner on a landing on the stairway and goes down another 
floor. and another.  At the next landing, something out the window catches
his eye.  He notices a man get out of the car.  He recognizes the man.  
It is the well-dressed man he saw with the alligator briefcase.  Jeffrey 
watches the man come toward Dorothy's building.  Then his eye goes back 
to the man's car.  It is Frank's car.  He notices the man is carrying a 
police radio.

                 JEFFREY
                    (to himself)
            Frank's car. Is this man a cop? He has a 
            radio!. So did Frank though and he's no
            cop. that's for sure. and he's driving 
            Frank's car. who is he?

The man enters the building at the front entrance directly below Jeffrey.

Jeffrey starts climbing back up the stairs. thinking faster.

                 JEFFREY
            What happened that day?.

216. EXT. FRONT STREET - DAY

FLASHBACK:

Jeffrey remembers Frank and the Yellow Man go into Frank's building.

217. INT. STAIRWAY - APARTMENT BUILDING - NIGHT

                 JEFFREY (V.O.)
            They went in together.

218. EXT. FRONT STREET - DAY

FLASHBACK

Jeffrey remembers the well-dressed man come out with the Yellow Man.

219. INT. STAIRWAY - APARTMENT BUILDING - NIGHT

                 JEFFREY
            and out came. No it couldn't be. But I
            think it is!! It's Frank!!

Jeffrey runs like mad up to Dorothy's apartment.  He looks back once and 
sees the well-dressed man hurrying up the stairs.

CLOSEUP on well-dressed man's face. It is Frank, underneath a very good 
disguise.

Jeffrey has trouble getting the key out of his pocket.  He fumbles with it
and it drops to the floor.

Frank climbs the stairs.

Finally the key goes in and Jeffrey frantically opens the door.  He rushes
into the room.

220. INT. DOROTHY'S APARTMENT - NIGHT

The horror and strangeness of the scene within strikes him again.  He 
rushes to the Yellow Man and takes the police radio out of his pocket.  
He runs into the back of the apartment - to the back bedroom where he 
crouches down behind a double bed.

                 JEFFREY
                  (into the radio)
            Detective Williams!! Detective Williams!!

                 DETECTIVE WILLIAMS
                         (over radio)
            Detective Williams here. Is that you,
            Jeffrey?

                 JEFFREY
            Yes it's me!!! Frank is on his way up 
            to Dorothy's apartment.
                 (thinks; hits himself in the
                              forehead; inner voice)
                        Oh no. Frank has a radio and is hearing
                        everything we say!!
                  (thinks some more - fast)
            Detective Williams. hurry. I'm in the 
            apartment. hurry. I'm hiding in the back
            bedroom.

                 DETECTIVE WILLIAMS
            We're ten minutes away and moving as fast
            as we can.

221. EXT. NEIGHBORHOOD STREET - NIGHT

Sandy runs frantically down a dark street.  We see a street sign which 
says "Lincoln."

222. INT. DOROTHY'S APARTMENT - NIGHT

Jeffrey drops the radio under the bed and runs back to the living room.  
He leaps safely into the closet just as Frank opens the apartment door and
enters.  Jeffrey freezes with fear in the darkness of the closet.  Frank 
is smiling.

                 FRANK
             (calling pleasantly in the direction 
  of the back bedroom)
            Hey neighbor. shit for brains. You forgot
            I have a police radio. I know where your
            cute little butt is hiding. Here I come!
            Ready or not!

He starts down the hall to the back bedroom.  The police radio which 
Jeffrey planted under the bed and Frank's radio both start broadcasting. 
Frank turns his radio off - now only the one under the bed plays.

                 FRANK
            Hey fuck. I can hear you radio! .Hey
            you stupid fuck. you got about a 
            second to live.

Jeffrey watches Frank reach inside his coat for his gun.  He watches Frank
sneak to the back bedroom area.  Jeffrey turns and looks at the Yellow 
Man.  He gets an idea. He quickly rushes out of the closet - feels inside 
the Yellow Man's coat for his police gun.  It's there.  He gets it but it 
causes the Yellow Man to moan and leap some in another almost death-spasm.  Jeffrey takes the bloody pistol and races back inside the closet frantically catching his breath.  Just then he hears Frank in the back room.

                 FRANK (V.O.)
                       (helium voice)
            Hey pretty pretty.

Jeffrey then hears three or four shots - deadly sounding coming from a 
pistol with a silencer attached.

                 FRANK (V.O.)
            Hey fuck, where are you?

Jeffrey sees a furious Frank come storming out of the back room and come 
slowly up the hall - directly toward him.

Jeffrey raises his pistol - very slowly.  Frank enters the living room.  
He looks around.  The Yellow Man moans.  Frank makes a face and blasts the 
remainder of the Yellow Man's head away and this time the Yellow Man falls
dead to the floor.  Jeffrey tenses in the silence which hangs in the air.  Frank looks to the kitchen. all around the living room.  He looks at the closet.  He smiles - he slowly goes right toward Jeffrey - smiling.  Jeffrey points the pistol.  His finger moves to the trigger.  He squints his eyes.  He doesn't want to kill a man. any man.  Frank comes right to the closet door and throws it open, when Jeffrey hears Sandy scream.

                 SANDY (V.O.)
            Jeffrey!!

Frank and Jeffrey lock eyes as Jeffrey pulls the trigger.  He yells Sandy's
name and Frank's head is blown off.

We see Sandy's frightened face.  We see policemen racing up the stairs in 
Dorothy's apartment.

223. EXT. APARTMENT BUILDING - NIGHT

We see cop cars with lights revolving, radios blaring.

224. INT. CONFERENCE ROOM - POLICE STATION - NIGHT

The large room is crowded with policemen and members of the F.B.I.  
Everyone is talking excitedly.  Jeffrey and Sandy are sitting by Detective
Williams in wooden chairs near the center of the room.  We hear bits of 
conversation.

                 DETECTIVE WILLIAMS
                         (to Jeffrey)
            Because of your information I alerted
            internal affairs to check out Detective
            Gordon.  I had to keep on with him as 
            if nothing was different.  He slipped 
            off on his own when he found out we were
            going to raid Frank's place.

                  JEFFREY
            Does Dorothy know her husband is dead?

                 DETECTIVE WILLIAMS
            Not yet.

                 JEFFREY
            Oh my God. Is her son OK?

                 F.B.I. MAN
            We're looking for him. In your opinion,
            why did Frank kidnap Dorothy's son and
            husband?

                 JEFFREY
            He became obsessed with her. She hated
            him. He had to have her. He kidnapped
            them to control her. to make her do 
            things. Then she wanted to commit 
            suicide so he started cutting off ears
            as a warning to her to stay alive. I'm
            not kidding. Frank loved blue. blue
            velvet. He had to have Dorothy cause
            her whole life was blue.

                 F.B.I. MAN
            You seemed to see some very interesting
            things on your little escapade with 
            Dorothy Vallens.

                 JEFFREY
            Yeah. I guess I did.
                 (He turns to Sandy
  with a worried look)
            What's going to happen to me?

                 F.B.I. MAN
            We're going to leave that up to Detective
            Williams. I'll tell you though. you're 
            okay. you shot a real son of a bitch.

                 JEFFREY
            Yeah. I sure know that. Yeah, but how
            many more are out there?

FADE TO BLACK - DARKNESS

225. EXT. BEAUMONTS' BACK YARD - DAY

A huge low roaring sound comes in.

SLOWLY WE COME UP OUT OF A HUGE DARK HOLE. We see we are rising out of an 
ear but still among the crevices.  They look enormous.  We move up and 
float above the ear and traverse across a cheek to an eye.  Jeffrey's eye. 
His face is bathed in light.

All sorts of springtime-in-the-garden sounds are heard.

We suddenly see that Jeffrey is sleeping in his back yard. Detective 
Williams is with Mr. Beaumont working in the garden in the distance.  
The sprinkler is turning.  Sandy comes out on the back porch and calls.

                 SANDY
            Jeffrey. Lunch is ready.

Jeffrey opens his eyes.  He looks around confused for a moment.  He sees 
Sandy.

                 JEFFREY
            Okay. I'll be right in.

Sandy goes back inside.  Suddenly, a big red ROBIN chirps loudly above.  
Jeffrey looks up at it sitting in the cherry tree.  The Robin and Jeffrey 
seems to exchange a special look.

Jeffrey smiles up at the fat bird.

He gets off the lawn chair and walks away from us toward the back door of 
the house.  As he passes his father and Detective Williams:

                 JEFFREY
            How ya doin' Dad?

                 MR. BEAUMONT
                     (distant voice)
            Hey Jeff. I'm feelin' so much better.

                 JEFFREY
            Good deal Dad.

He and Detective Williams share a smile.

226. INT. BEAUMONTS' KITCHEN - DAY

Jeffrey enters the kitchen and sees Sandy standing with Aunt Barbara by the
kitchen window.  Beyond, in the living room Mrs. Williams and Jeffrey's 
mother turn toward the kitchen when they hear the screen door slam.

A large Red Robin has just flown down to the window still carrying a big 
bug in its mouth.

                 SANDY
                (Referring to the bird)
            Look Jeffrey.

                 JEFFREY
              (As he joins Aunt Barbara and
               Sandy to look at the robin)
            Yeah. I just saw him outside. Maybe
            the robins are here.

                 AUNT BARBARA
            I don't see how they do it. I could
            never eat a bug.

                 JEFFREY AND SANDY
                          (smiling)
            It's a strange world, isn't it?

                                 CUT TO:

227.     EXT. FLOWER GARDEN - DAY

Yellow tulips sway in a warm afternoon breeze.

                                 DISSOLVE TO:

228. EXT. SHADY STREET - DAY

A bright red gorgeous fire engine is moving very slowly down the street.

We MOVE IN to see the happy face of a FIREMAN.

                                 DISSOLVE TO:

229. EXT. CROSSWALK - SHADY STREET - DAY

A very clean uniformed, smiling POLICEMAN with arms outstretched allows 
clean happy SCHOOL CHILDREN to cross the street safely.

                                 DISSOLVE TO:

230. EXT. TREE - DAY

A songbird SINGS in a tree.

We are in a beautiful park.  Slowly we move down and a little hat with a 
propeller comes into view.  The hat is on the head of a small child who is
dancing slowly toward Dorothy.  She is laughing.  When the boy gets within
arms reach they embrace.  We move close to Dorothy's smiling face.  Tears
of happiness come into her eyes, but there is still a distant look as we 
hear Bobby Vinton sing the last lines of his song.

"and I still can see Blue Velvet through
 my tears."

Blue Velvet dissolves in and takes over the image.

                 THE END

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