Boogie Nights
                       BOOGIE NIGHTS

                            by

                    Paul Thomas Anderson

1 EXT. HOT TRAXX NIGHTCLUB - NIGHT

CAMERA holds on this PACKED disco on Van Nuys Blvd.

TITLE CARD: "San Fernando Valley, 1977"

A CADILLAC SEVILLE pulls up to the valet area and CAMERA (STEADICAM) moves
across the street, towards the car, landing close;

From the Seville steps, JACK HORNER (50s) and AMBER WAVES (early 30s).
CAMERA follows them (this is one continous shot) as they pass the crowd,
greet a DOORMAN and enter --

INSIDE THE NIGHTCLUB. Twice as packed inside as outside. Music is full
blast. Amber and Jack are greeted by;

MAURICE t.t. RODRIGUEZ (30s). Owner of the nightclub. Puerto Rican. Wearing
a suit and fifteen gold chains.

                        MAURICE

        Jackie-Jack-Jack and Miss Lovely Amber Waves --

                            AMBER

                        Hi, Maurice.

                            JACK

            You bad ass little spick. How are you, honey?

                        MAURICE

                Pissed off you ain't been around --

                            JACK

                    -- I been on vacation.

                        MAURICE

                Don't stay away this long from my

                club ever again, Jackie-Jack-Jack.

                            JACK

                        I promise.

Maurice takes Amber's hand and gives it a kiss.

                        MAURICE

            You are the foxiest bitch in ten countries.

                            AMBER

                    You're such a charmer.

                        MAURICE

                        (to Jack)

                I got you all set up at your booth.

        I wanna send over some clams on the half shell.

                            JACK

                        Beautiful.

                        MAURICE

                Just remember, Jack: I'm available

                and ready. Cast me and find out --

                            JACK

                    Yeah, yeah, yeah.

Amber and Jack head off towards the booth. CAMERA stays with Maurice,
follows him to the bar area, where he shouts some orders to a WAITER.

                        MAURICE

                Clams on the half shell to Jack

                and Amber -- over there -- go!

The WAITER takes off to the kitchen, Maurice walks onto the dance floor and
greets three people;

REED ROTHCHILD, 20s, tall and skinny, BECKY BARNETT, 20s, black girl in
silk, BUCK SWOPE, 20s, black guy in cowboy gear.

                        MAURICE

                    Hello there, kiddies.

                        REED/BUCK/BECKY

                    Hi, hey, hi, Maurice.

                        MAURICE

                    Having a good time?

                            BECKY

                        Excellent.

                        MAURICE

                    Great, great, great.

Maurice moves away to greet some more people. CAMERA stays with Reed, Becky
and Buck, does a 360 around them. Reed and Becky Disco Dance. Buck does
some Cowboy-Type Moves.

Moments later, the WAITER carrying clams on the half shell passes and
CAMERA picks up with him, follows him to Jack's booth, where he presents
them;

                            WAITER

                    Compliments of Maurice.

                            JACK

                        Thank you.

                            AMBER

                Can I get a Marguerita, please?

                            JACK

                    Seven-Up, here --

The WAITER exits, CAMERA PANS with him for a moment, leading to a young
girl wearing rollerskates, ROLLERGIRL (aged 18). She always, always wears
rollerskates. CAMERA PANS with her back to Jack's booth.

                        ROLLERGIRL

                            Hi.

                            JACK

                        Hello, honey.

                            AMBER

                        (to Rollergirl)

                Did you call that girl today?

                        ROLLERGIRL

                        I forgot.

                            AMBER

            If you don't do it tomorrow, then it's

            the weekend and you'll never be able to

                    get in to see her --

                        ROLLERGIRL

                            OK.

Rollergirl scratches her crotch as she speaks. Amber notices;

                            AMBER

                What's the matter down there?

                        ROLLERGIRL

                        I gotta go pee.

                            AMBER

                        Well go, then.

CAMERA stays with Rollergirl, following her across the dance floor. She
passes Buck, Becky and Reed, says hello, dances a moment, then continues on
-- into the clearing off the dance floor, heading for the bathroom. She
passes something, CAMERA moves away towards this something:

A bus boy cleaning a table, EDDIE ADAMS, aged 17. CAMERA moves into a CU --
blending to SLOW MOTION (40fps) for a moment.

(Note: In the text Eddie Adams will be referred to as Dirk Diggler.)

ANGLE, JACK'S TABLE.

Jack turns his head, looks across the dance floor and sees this kid
cleaning the table.

ANGLE, DIRK DIGGLER.

He looks up, catches Jack looking back at him, then turns away, disappears
into a back room.

CAMERA DOLLIES in on Jack, who at that moment, is approached by a figure
entering FRAME. Short, buffed out LITTLE BILL (late 40s). This is Jack's
Assistant Director.

                        LITTLE BILL

                            Jack.

                            JACK

                    Hey, Little Bill.

                        LITTLE BILL

                    Whatsa schedule look like?

                Are we still on day after tomorrow?

                            JACK

                I wanna do it the day after

                    the day after tomorrow.

                        LITTLE BILL

                For sure? 'Cause I wanna call

            Rocky, Scotty, Kurt and all those guys --

Jack's attention is with the backroom that Dirk entered. He stands and
heads away.

                            JACK

            Absolutely. But I wanna keep it small.

            I wanna keep a small crew on this one --

                        LITTLE BILL

                    -- a relaxed deal.

                            JACK

                        Exactly.

                        LITTLE BILL

                    Do you have a script yet?

                            JACK

                Tomorrow. Tomorrow is the day --

Jack is off across the dance floor.

CUT TO:

2 INT. BACKROOM/KITCHEN - MOMENTS LATER

                            JACK

                            Hey.

                            DIRK

                            Hey.

                            JACK

                        How ya doin'?

                            DIRK

                            Fine.

                            JACK

                        How old are you?

                            DIRK

            I have a work permit, I got the paper --

                            JACK

                    No, no, no. Not like that.

                How long have you worked here?

                            DIRK

                        A month.

                            JACK

                Maurice give you a job here?

                            DIRK

                            Yeah.

                            JACK

                    How much he pay you?

                            DIRK

            I'm not supposed to say how much I make.

                            JACK

                    He's a friend of mine --

                            DIRK

                Well you'll have to ask him.

                            JACK

            You live around here, Canoga - Reseda?

                            DIRK

        Um . . . no . . . do you know where Torrance is?

                            JACK

                    How do you get here?

                            DIRK

                        I take the bus.

                            JACK

                    So what do you wanna do?

                            DIRK

                            What?

                            JACK

            You take the bus from Torrance to work

            in Reseda, why don't you work in Torrance?

                            DIRK

                        I don't want to.

                            JACK

                        . . . ok . . .

                            DIRK

                So . . . you want five or ten?

                            JACK

                    . . . what . . . ?

                            DIRK

                If you wanna watch me jack off

                it's ten bucks. If you just wanna

                    look at it then it's five.

                            JACK

                Guys come in, ask you to jack off

                    for them, ask to see it?

                            DIRK

                            Yeah.

                            JACK

                    Have you done it tonight?

                            DIRK

                        Couple times.

                            JACK

                    And you can do it again?

                            DIRK

                If you want, if you got ten bucks.

BEAT. Jack extends his hand.

                            JACK

                        I'm Jack.

                            DIRK

                    Eddie. Eddie Adams.

                            JACK

                Eddie Adams from Torrance. I'm Jack

                    Horner, Filmmaker.

                            DIRK

                        Really?

                            JACK

                I make adult films. Erotic pictures.

BEAT, THEN;

                            DIRK

            . . . I know who you are. I read about you

            in a magazine. "Inside Amber," "Amanda's

                    Ride." You made those --

                            JACK

            So you know me, you know I'm not full

                    of doggy-doo-doo --

                            DIRK

                        Yeah . . . .

                            JACK

                    So why don't you come back

                    to my table, have a drink,

                    meet some people --

                            DIRK

                I'd love to but . . . I'm working --

                            JACK

            You need money, you have to pay the rent --

                            DIRK

            . . . No . . . I mean, yeah. I need money.

            But I don't pay rent. I live at home.

                            JACK

                Tell me how old you are, Eddie.

                            DIRK

                . . . I'm seventeen . . . .

                            JACK

            You're a seventeen year old piece of gold.

                            DIRK

                        Yeah, right.

                            JACK

                Why don't you come back to my table,

                have a drink, meet some people --

                            DIRK

                I can't do that to Maurice.

                            JACK

                You're a good worker, yeah?

                            DIRK

                I'm sorry, I do know you, I know

            who you are, I'd love to have a drink

            with you and I know you're not full of --

                            JACK

                    -- doggy-doo-doo.

                            DIRK

                Yeah, yeah. But I just can't

                walk out on Maurice. I'm sorry.

BEAT, THEN;

                            JACK

                It seems to me, beneath those jeans,

                there's something wonderful just

                    waiting to get out --

Jack leaves.

3 EXT. HOT TRAXX NIGHTCLUB - NIGHT (LATER)

The club is closing, Maurice is locking up and turning the lights off out
front. CAMERA hangs around with Buck, Becky and Reed. (Director's Note:
Reference improv. Notes)

Jack and Amber cruise past in his Seville, say so long and head up Van Nuys
Blvd.

They pass Little Bill who walks to his old Station Wagon, rips a parking
ticket off the windshield and gets behind the wheel.

Dirk Diggler exits the club from a side door and heads off --

CUT TO:

4 OMITTED

5 INT. JACK'S HOUSE/LAUREL CANYON - NIGHT - LATER

Jack and Amber enter the house. It resembles the Jungle Room at Graceland.
He heads for the kitchen, she makes a drink . . .

                            JACK

                    You want somethin' to eat?

                    I'm onnamake some eggs.

                            AMBER

                    I'm goin' to sleep.

                            JACK

            Goodnight, honey-tits. Sleep beautiful.

CUT TO:

6 INT. AMBER'S BEDROOM/JACK'S HOUSE - NIGHT - MOMENTS LATER

ECU, AMBER. She does a quick line of coke. BEAT. She takes a valium, lights
a cigarette, then picks up the phone;

                            AMBER

        Tom . . . hi . . . yeah. I know it's late, but . . .

                            (beat)

                Yeah. Is Andy there? Is he . . . ?

            I'd like to say hello, I'd like to say

                hello to my son and that's all.

                            (beat)

                Lemme tell you something, Tom.

            Lemme tell you something you don't know;

                I know a lawyer, you understand?

                You might think I don't but I do

                and I'll take you to court . . . .

                            (beat)

            No . . . please don't, Tom, Tom, Tom --

Dial tone from the phone. She hangs up.

7 INT. LITTLE BILL'S HOUSE - NIGHT

Little Bill enters his house quietly, turns on a small light to help guide
him down a hallway.

FROM A BEDROOM DOOR we hear the sounds of MOANING AND GROANING. Little Bill
walks to the door, hesitates, then opens --

CUT TO:

8 INT. LITTLE BILL'S BEDROOM - NIGHT - THAT MOMENT

LITTLE BILL'S WIFE and a BIG STUD are doing it on the bed. They stop a
moment and casually look at him.

                        LITTLE BILL

                What the fuck are you doing?

                    LITTLE BILL'S WIFE

            The fuck does it look like I'm doing?

            I've got a cock in my pussy, you idiot.

                        BIG STUD

                    Will you close the door?

                        LITTLE BILL

            Will I close the door? You're fucking

                    my wife, asshole.

                        BIG STUD

                    Relax, little man.

                    LITTLE BILL'S WIFE

        Just get out, Bill. Fucking sleep on the couch.

                        (to Big Stud)

                    Keep going, Big Stud.

Big Stud continues. Little Bill watches a moment in a haze then closes the
door.

CUT TO:

9 INT. DIRK'S PARENTS HOUSE/TORRANCE - NIGHT

Dirk enters quietly, walks a hallway and goes into his room.

CUT TO:

10 INT. DIRK'S ROOM - NIGHT - THAT MOMENT

Dirk enters his room and begins to remove his clothes. He turns the volume
low on his stereo. He stands in front of his mirror, does a few flexes,
some dance moves, some karate moves, etc. CAMERA DOES A SLOW 360 PAN AROUND
THE ROOM. Posters on the walls of Travolta, Pacino, a 1976 Corvette, Bruce
Lee, Hawaii, a Penthouse centerfold, Luke Skywalker, etc. CAMERA LANDS BACK
ON DIRK.

                            DIRK

                        That's right.

FADE OUT, CUT TO:

11 OMITTED

12 OMITTED

13 INT. DIRK'S HOUSE/KITCHEN - MORNING

Dirk eats breakfast. His MOTHER (mid 40s) stands, washing a dish. His
FATHER (50s) enters, dressed in suite. He crosses the kitchen

INSERT, CU

Father, stubble on his face, places a kiss on the cheek of Mother.

                            FATHER

                        Good morning.

                            MOTHER

            . . . Jesus. Please, okay? Shave if you're

                gonna do that, it scratches my face.

Father takes a seat at the breakfast table, looks to Dirk.

                            FATHER

            How's that work, you get home late, huh?

                            DIRK

                            Yeah.

                            MOTHER

                If you wanna work in a nightclub you

            should . . . if it's so important . . . you

                    should find one closer.

                            DIRK

                        . . . yeah . . .

They eat in silence.

                            DIRK

                    I've gotta get to work.

                            MOTHER

                    . . . at a car wash . . .

                            DIRK

                            What?

                            MOTHER

                You work at a car wash, school never

                        occurred to you?

Dirk stands up, places his plates in the sink and exits.

CUT TO:

14 OMITTED

15 OMITTED

16 INT. HIGH SCHOOL CLASSROOM - DAY

A crowded high school geometry classroom. In the back of the class, sitting
at a desk is Rollergirl. A TEACHER walks about, handing out the final exam.
Rollergirl looks it over; a lot of questions, diagrams and generally
confusing material. She looks across the room;

Two BOYS are looking at her and chuckling to themselves. One guy looks to
the other and makes a "blow job" gesture.

She looks away, they continue their gestures and giggling. Other students
notice and smile.

CAMERA ARRIVES CU. ON ROLLERGIRL. She stands up, heads for the door -- the
teacher calls after her -- but she's gone.

CUT TO:

17 INT. SUPER-DUPER STEREO SHOP - DAY

A semi-high end stereo store in the valley. Buck, dressed in his usual
cowboy-digs, is talking to a CUSTOMER about a stereo unit. The manager, a
skinny-white guy with a mustache and mustard suit, JERRY (30s) is standing
nearby.

                            BUCK

                -- so basically you're gettin'

                twice the base, cause of the TK421

            modification we got in this system here.

                        CUSTOMER

            I don't know - do I need that much bass?

                            BUCK

                If you want a system to handle

                what you want -- yes you do.

                See this system here. This is Hi-Fi.

                "High Fidelity." What that means is

            that it's the highest quality fidelity.

                        CUSTOMER

                    It's the price --

                            BUCK

                    I have this unit at home.

                        CUSTOMER

                    . . . really . . . ?

                            BUCK

                Yes. But -- I've got it modified

                with the TK421, which is a bass unit

                that basically kicks in another two,

                maybe three quads when you really

            crank -- lemme put another eight track

                in so you can get a better idea what

                    I'm talkin about --

Buck ejects the Eight Track that was playing and puts in his own of a
country western song.

                            BUCK

                Hear that bass? It kicks and turns

            and curls up in your belly, makes you

            wanna freaky-deaky, right? If you get

                this unit as it is -- it won't sound

            like this without the modification --

                and we do that for a small price.

The Customer listens another moment, then;

                        CUSTOMER

                    Thank you for your time.

                            BUCK

                        No problem.

The Customer exits and Jerry approaches Buck.

                            JERRY

                    . . . the fuck was that?

                            BUCK

                            Wha?

                            JERRY

                Have I told you? Huh? Have I?

                            BUCK

                        What? I don't --

                            JERRY

                Alright: A.) You play that country

                western-crap and no one's gonna buy

                a stereo. You throw on some KC and

            the Sunshine Band, a guy looks a particular

            way -- and you've seen the profile sheet --

                you throw on some Led Zeppelin. No.

            Instead, you play this twingy-twangy,

            yappy-dappy music. What kinda brother

            are you anyway, listening to that shit?

                            BUCK

                    Hey, Jerry, look --

                            JERRY

                No, you look. I gave you a job here

                because I thought your film work

                might bring some nice pussy in the

                place -- and it has -- but I can't

                have anymore fuck ups -- you dig?

                            BUCK

                            Yeah.

                            JERRY

                Alright. Go unload the new 484's

                    from the back room.

Buck goes to the back room.

CUT TO:

18 INT. SHERYL LYNN'S BEDROOM - DAY - LATER

Dirk is in bed with a young neighborhood girl, SHERYL LYNN PARTRIDGE. Her
room is decorated in pastels with equestrian things all around. Horse
models, trophies from riding, blue ribbons, etc.

                            DIRK

                    I have to get back.

                        SHERYL LYNN

                        Once more.

                            DIRK

                I have to get back to work.

                        SHERYL LYNN

                    Give it to me, Eddie.

                            DIRK

            Don't make me pounce you, Sheryl Lynn.

                        SHERYL LYNN

                    Ohhhh-baby, baby, baby.

                            DIRK

                        I'll do it --

                        SHERYL LYNN

                        Promise?

                            DIRK

                        That's it.

Dirk jumps up and starts bouncing up and down on the bed, naked and
flapping. She stares at his crotch, shakes her head;

                        DICK (OC)

                            What?

                        SHERYL LYNN

                    You're so beautiful.

                        DICK (OC)

                        Yeah . . .

                        SHERYL LYNN

                Do you know how good you are at

        doing this, Eddie? Having sex . . . fucking me . . .

                    making love to me?

Dirk looks down. BEAT.

                            DIRK

            Everyone has one thing, y'think? I mean:

        Everyone is given one special thing . . . . right?

                        SHERYL LYNN

                        That's right.

                            DIRK

            Everyone is blessed with One Special Thing.

Dirk kneels down to her;

                            DIRK

            I want you to know: I plan on being a star.

            A big, bright shining star. That's what

                I want and it's what I'm gonna get.

                        SHERYL LYNN

                        I know.

                            DIRK

            And once I get it: I'm never gonna stop

                and I'll never, ever make a mistake.

They Kiss.

CUT TO:

19 INT. HOT TRAXX NIGHTCLUB - NIGHT

Nightclub is in full swing on a Friday Night. CAMERA hangs with Dirk for a
while as he buses tables.

ANGLE, JACK'S BOOTH

Rollergirl comes over to speak with Jack. He whispers something in her ear.
She nods, "I understand," and rolls away --

CUT TO:

20 INT. HOT TRAXX/HALLWAY - NIGHT - THAT MOMENT

CAMERA follows on the heels of the rollerskates as they move down the
hallway and into --

THE KITCHEN

Dirk is washing dishes. He looks up and spots Rollergirl. She lifts a skate
up just a little . . . She rolls closer to Dirk and pulls him into

A CLOSET SPACE

She goes down on him, unzips his pants and pulls out his cock. She
hesitates. DOLLY IN CLOSE ON HER FACE. She smiles up at Dirk.

CUT TO:

21 OMITTED

22 EXT. HOT TRAXX NIGHTCLUB - NIGHT - LATER

Closing hour. Dirk exits a side door and starts walking. Jack, Amber and
Rollergirl in the Seville pull along side him;

                            JACK

                        Hey. Eddie.

                            DIRK

                        Hello. Jack?

                            JACK

                    Yeah. You wanna ride?

                            DIRK

                    I'm goin' pretty far.

                        ROLLERGIRL

                You remember me? Couple hours ago?

                            DIRK

                    Yeah . . . I remember you.

                            AMBER

                    Come with us, sweetie.

                            DIRK

                            Okay.

Dirk gets in the backseat of the car with Rollergirl.

CUT TO:

23. INT. CANDY'S COFFEE SHOP - NIGHT - LATER

In a booth, after the meal. Dirk and Rollergirl on one side, Jack and Amber
on the other.

                            JACK

            This thing here, I mean, you understand

                one thing and that's this: It costs.

            I mean, this stuff costs good ol' American

                Green. You got film, you got lights,

            you got sound, lab fees, developing, synching,

            editing -- next thing you know you're

            spending thirty/forty thousand a picture.

                            DIRK

                    That's a lot of money.

                            JACK

            Hell yes it's a lot of money, but lemme

            tell you something else: You make a good

            film and there's practically no end to the

                amount of money you can make, Eddie.

                            AMBER

                Have you seen Jack's house?

CAMERA HOLDS ON AMBER. She watches Dirk.

                        DIRK (OC)

                            No.

                        JACK (OC)

                        He'll see it.

                        ROLLERGIRL (OC)

                        He'll see it.

                        JACK (OC)

            Eddie: You got ten, fifteen people around

            and that's just to make sure the lighting is

            right . . . shit, this is not an operation for

            the weak, and lemme tell you something else:

            When all is said and done, you gotta have the

        juice, you understand? I mean . . . you can work

            on your arms, your legs, workout morning, day,

            noon, night, the whole deal, but when it comes

        right down to it . . . what we need is Mr. Torpedo

            Area, y'understand? Mr. Fun Zone? Okay, let's

            say you got that: right? And You Do Got, Yeah?

He looks to Rollergirl. She smiles. CAMERA OFF AMBER NOW.

                            JACK

            I can go out -- tonight -- the reputation

                I got: I can find myself 15/20 guys,

            cocks the size of Willie Mays Baseball Bat:

            Do I want that? No. Do I need that? No.

                        I need actors.

                            AMBER

                Uhhh-ohhh . . . here we go --

                            JACK

            -- Alright, yeah, I need the big dick,

            and the big tits -- that GETS them in

            the theater. What keeps them in their

                seats even after they've come? Huh?

                    The beauty and the acting.

        If you're able to give it up and show the world:

                No, not just your cock. Fuck that.

            What I'm talking about is showing your

            insides, from your heart . . . you understand?

                Hey, Sure: GET THEM IN THE THEATER.

            That's one thing. I don't want 'em showing up,

            sitting down, jacking off and splitting on

            the story. I don't want to make that film.

            I wanna make the thing that keeps 'em around

        even after they've come . . . what happens when you

                come? You're done, you wanna split.

            My idea, my goal: Suck 'em in with the

    story . . . they'll squirt their load and sit in it . . .

                Just To See How The Story Ends.

            Sometimes we make these films, we wanna

            make people laugh a little, then get into

        it and fuck heavy: That's good and that's fine.

            But I got a dream of making a film that's

            true . . . true and right and dramatic.

                            DIRK

            . . . Right . . . right . . . I understand.

                            AMBER

                Don't listen too hard to all this,

            honey . . . it's just nice in theory.

                            JACK

                It's a dream to be able to find

                    a cock and an actor.

                        ROLLERGIRL

                Dream, dream, dream, dream, dream.

                            DIRK

            If you don't have dreams you have nightmares.

HOLD. Amber, Jack and Rollergirl look at Dirk.

CUT TO:

24 INT. JACK'S HOUSE/LIVING ROOM - NIGHT

CAMERA DOES A 180 AROUND THE MAIN PART OF THE HOUSE, LANDS THE ANGLE WITH
DIRK. He's sitting on a couch, hands folded across his lap. OC we hear
Jack, Rollergirl and Amber moving about and talking.

                        JACK (OC)

                Did you want a Fresca, Eddie?

                            DIRK

                        No thanks.

                            JACK

                    You're sure . . . ?

                        ROLLERGIRL (OC)

                . . . you're out of limes, Jack.

                        JACK (OC)

                Check in the studio fridge . . .

                        AMBER (OC)

                    I'm going to bed.

                        JACK (OC)

                    Good night, honey.

                        AMBER (OC)

            Good night, Jackie. Don't stay up too late.

            Good night, Eddie. I'm glad you came by.

She leans into FRAME and gives Dirk a good-night kiss.

                            AMBER

                        You're great.

                            DIRK

                        Thank you.

CAMERA PANS WITH AMBER AND LEADS TO AN ANGLE WITH JACK. HOLD.

                            JACK

                She's the best, Eddie. A mother.

                A real and wonderful mother to all

                    those who need love.

                        DIRK (OC)

                    She's really nice.

                            JACK

                So what do you think . . . I think

                we ought to be in business together.

                        DIRK (OC)

                    . . . yeah . . . ?

                            JACK

                What do you think of Rollergirl?

                        DIRK (OC)

                She's . . . she's really great . . .

                            JACK

            Would you like to get it on with her?

                        DIRK (OC)

                        Have sex?

                            JACK

                            Yeah.

                        DIRK (OC)

                Yeah, I'd love to. I mean, yes.

                She's . . . she's really foxy.

                            JACK

                    Bet your ass she is --

Rollergirl enters back into the house. CAMERA SWING PANS OVER:

                        ROLLERGIRL

            You're officially out of limes, Jack.

                            JACK

                I'll get you some more tomorrow.

                Come over here a minute. Sit next

                to Eddie on the couch there.

                        ROLLERGIRL

                Here We Go! Are We Gonna Fuck?

                            JACK

                        Yes you are.

                        ROLLERGIRL

                Oh, wait, wait, wait, then.

She rolls over to the Hi-Fi system and picks a record. She sets the needle
on the turntable and rolls over to the couch -- in one swift motion ripping
her clothes off.

                        ROLLERGIRL

                        You ready?

                            DIRK

                        Are you?

                        ROLLERGIRL

                        Ohhh-yeah.

They kiss. They lean back on the couch. Dirk stops a moment.

                            DIRK

                Are you gonna take your skates off?

                        ROLLERGIRL

                I don't take my skates off.

                            DIRK

                            Okay.

                        ROLLERGIRL

                    Don't fucking come in me.

                            JACK

                Don't come in her, Eddie. I want you

            to pull it out and jack off, make sure

                you aim it towards her face.

                        ROLLERGIRL

                        Fuck you, Jack.

                            JACK

                    Towards her tits, then.

CAMERA HOLDS ON JACK. OC sounds of Dirk and Rollergirl making out on the
couch. SLOW ZOOM INTO CU. ON JACK.

CUT TO:

25 INT. DIRK'S HOUSE - EARLY MORNING - LATER

Dirk enters quietly, walks down the hallway, passing the kitchen. His
MOTHER is there, looking at him. HOLD, THEN;

                            DIRK

                            Hi.

                            MOTHER

                        Where were you?

                            DIRK

                        Nowhere.

                            MOTHER

                Shut up. Shut up. Where were you?

Dirk walks down the hall towards his room.

                            MOTHER

            You see that little slut girl you see?

                    Sheryl? Sheryl Lynn?

                            DIRK

                        Don't say that.

                            MOTHER

                Does it make you feel like a stud to

            see trash like that? Huh? What is she?

                    Your girl-friend?

                            DIRK

                    She's not my girlfriend.

                            MOTHER

                She's a little whore and a little

            piece of trash . . . I know you're not

                the only one that she sees.

                            DIRK

            What . . . what're you . . . you don't know.

                            MOTHER

            I've heard things about her. That girl.

            Don't think I don't know what goes on

        when I'm not here . . . I wash your sheets, kid.

            I know she's been here. Or are you doing

                some other thing in there? With your

                music and your posters on the wall?

CUT TO:

26 INT. BEDROOM - MORNING - THAT MOMENT

Dirk's FATHER is sitting on the edge of his bed, listening the fight
outside.

                        MOTHER (OC)

            Why don't you go to your little whore,

                Sheryl Lynn. Your little GIRLFRIEND.

                        DIRK (OC)

                        Maybe I will.

                        MOTHER (OC)

            Oh yeah? Yeah, what are you gonna do?

                        DIRK (OC)

                I dunno, I'll do something.

27 INT. HALLWAY - MORNING - THAT MOMENT

                            MOTHER

            You can't do anything. You're a loser.

            You'll always be a loser -- you couldn't

            even finish high school because you were

            too stupid -- so what are you gonna do?

                            DIRK

                I'll do something . . . I'll do it.

                I'll go somewhere and do something,

            maybe I'll run away where you can never

                        find me.

                            MOTHER

                Go ahead. Go ahead and fuck

                    that little GIRL.

Dirk heads for his room, Mother follows.

29 INT. DIRK'S BEDROOM - MORNING - THAT MOMENT

Dirk heads for a drawer and starts to grab some clothes.

                            MOTHER

                What do you think you're doing?

                            DIRK

                    I'm getting my stuff --

                            MOTHER

                -- you think that's your stuff?

            That's not your stuff . . . you didn't pay

                for that -- it's not yours because

                you didn't pay for it, stupid.

Dirk stops. His Mother looks to the posters on his wall.

                            MOTHER

                None of this stuff is yours. This:

She starts to rip his posters from the wall. Dirk stands. CAMERA begins a
SLOW DOLLY INTO CU.

                        MOTHER (OC)

            If you're gonna leave, you leave with what

            you've got: Nothing. Y'see . . . you treat me

                like this and this is what you get.

            That's fair. Huh? You wanna live that way?

            Fuck that little whore. I've taken care of

            you all your miserable fucking life . . . .

CAMERA ARRIVES CU. ON DIRK. He's starting to cry.

                        MOTHER (OC)

        . . . you pay for it . . . you owe me for all the

        shit I've done for you in your life . . . . you

        little fucker . . . you understand? Think you're

            gonna be this? Huh? These god damn posters --

            you're not gonna be this -- you're gonna

                be shit . . . because you're stupid.

                            DIRK

                        I'm not stupid.

                            MOTHER

                        Yes you are.

                            DIRK

        Why are you so mean to me? You're my mother . . .

                            MOTHER

                        Not by choice.

                            DIRK

                Don't. Don't be mean to me.

                            MOTHER

            You little fucker, I'm not being mean

            to you, you're just too stupid to see.

                            DIRK

            You don't know what I can do. You don't

            know what I can do or what I'm gonna do

            or what I'm gonna be. You don't know.

            I'm good. I have good things that you

            don't know and I'm gonna be something --

            you -- You Don't Know And You'll See.

                            MOTHER

                    You can't do anything.

                You'll never do anything --

                            DIRK

                    Don't be mean to me.

                            MOTHER

            YOU LITTLE FUCKER, I'M NOT BEING MEAN TO YOU!

Dirk CHARGES at his Mother and SLAMS her against the wall.

                            DIRK

                AND YOU DON'T BE MEAN, AND YOU DON'T

                    TALK TO ME . . . . NO.

CUT TO:

29 EXT. DIRK'S HOUSE/TORRANCE - MORNING

Dirk CHARGES out of the house and runs off down the street. Mother appears
in the doorway, watches him leave, slams the door --

CUT TO:

30 OMITTED

31 OMITTED

32 OMITTED

33 INT. JACK'S HOUSE - DAY

Jack, Amber, Rollergirl, Reed, Buck and Becky. They're setting up for a
pool party. Cases of beer, soda and chips all around.

Dirk comes walking up towards the front door . . . Jack opens up, CAMERA
PUSHES IN . . . Jack opens his arms;

                            JACK

            Eddie Adams from Torrance! You made it,

            you made it, my darling, come on in here.

                I want you to meet someone --

CAMERA follows with Jack and Dirk as they move to the pool area and find
Reed, who's setting up the bar.

                            JACK

                Reed, honey, I want you to meet

                a New Kid On The Block, Eddie Adams.

                            DIRK

                    Hi . . . I'm Eddie . . .

                            REED

            Hi, Eddie. I'm Reed. You live on this block?

                            DIRK

                        No, no.

                            REED

                Oh, I thought Jack said you did.

                        You wanna drink?

                            DIRK

                            Sure.

                            JACK

                Eddie, I want you to hang out for

                a while, I don't want you leaving

                this party . . . understand me?

                            DIRK

                            Sure.

Jack leaves. Reed looks to Dirk.

                            REED

                        Marguerita?

                            DIRK

                            Great.

BEAT. Reed fixes the drink.

                            REED

                    Can I ask you something?

                            DIRK

                        Uh-huh.

                            REED

                        Do you work out?

                            DIRK

                            Yeah.

                            REED

                You look like it. Whadda you squat?

                            DIRK

                            Two.

                            REED

                        Super, super.

                            DIRK

                            You?

                            REED

                            Three.

                            DIRK

                            Wow.

                            REED

                No b.s. Where do you work out?

                            DIRK

                Torrance. In Torrance, where I live.

                            REED

            Cool. Cool. You ever go to Vince's out

            here -- no you couldn't, I would've seen you.

                            DIRK

            I've always wanted to work out at Vince's.

                            REED

                Here we go . . . taste that.

Dirk sips the Marguerita.

                            DIRK

                        Rock and Roll.

                            REED

                    Thanks. What do you bench?

                            DIRK

                    You tell me first.

                            REED

                        You first.

                            DIRK

                        Same time.

                            REED

                            Cool.

                            DIRK

                            Ready?

                            REED

                            Ready.

                        DIRK/REED

                One . . . Two . . . Three . . . .

SILENCE.

                            DIRK

                    You didn't say it . . .

                            REED

                    . . . neither did you.

ANGLE, POLAROID CAMERA.

It sits on a table top. It's suddenly snapped up by Rollergirl. CAMERA
follows her and the Polaroid out to the pool area where she snaps photos of
Reed and Dirk. (Flash to Developed Polaroids.)

CUT TO:

34 EXT. JACK'S DRIVEWAY - AFTERNOON - LATER

The driveway is PACKED with cars now and the party is in full swing. A Big
Black Cadillac comes down the driveway. A LIMO DRIVER gets out, moves to
the back and opens the door. From the car steps:

THE COLONEL JAMES (mid-60s). Heavy-set in a tan suit. Wrap around
sunglasses. The Porno Film Distributor. His LADY FRIEND (aged 16) steps
from the car and smiles;

                        COLONEL

                    You look great, honey.

                        LADY FRIEND

            Is there gonna be coke at this party, Colonel?

                        COLONEL

                            Yes.

Jack is right there to greet the Colonel.

                            JACK

                Colonel, hello and welcome!

                        COLONEL

                Hello, Jack. This is my Lady Friend.

                            JACK

                        Hello, darling.

                        LADY FRIEND

                Do you have coke at this party?

                            JACK

                Well I'm sure we can find you some.

                        COLONEL

                    Find her some coke, Jack.

                            JACK

            We will, we will. Thanks for coming by.

They exit. CAMERA follows the Limo Driver into the pool area --

CUT TO:

35 EXT. POOL AREA/JACK'S HOUSE - THAT MOMENT

CAMERA follows the Limo Driver for a while, then moves away, to find;
Maurice and Amber. They're sitting down, speaking.

                        MAURICE

        . . . y'see, Miss Amber, I'm just a poor fellow

            from Puerto Rico. I have the club, yes,

    that's one thing . . . but soon . . . the club goes . . .

        I die . . . and what do I have? I've got nothing.

                            AMBER

                        Uh-huh.

                        MAURICE

                I want something to send back home.

            Something to send back to my brothers and say:

            Look At Me. Look At The Women I've Been With.

                            AMBER

            So what . . . do you want me to talk to him?

                        MAURICE

        Yes . . . I mean . . . y'know . . . what do you

                    think I'm askin' here?

                            AMBER

                . . . you wanna be in a movie?

                        MAURICE

            Please. Tell him I won't be bad. Please.

                            AMBER

                    I'll see what I can do.

CAMERA moves away, through the party, to find Buck and Becky.

                            BECKY

            . . . because it's old . . . it's old deal.

                            BUCK

                    Lemme tell you something:

                            BECKY

            He was obviously pissed about the music.

                            BUCK

                What's wrong with it, y'know?

                            BECKY

                Look, Buck: The cowboy look ended

                    about six years ago --

                            BUCK

                    -- it's comin' back.

                            BECKY

                No it's not. It's over, it's dead.

                            BUCK

            You don't know what you're talkin' about.

                            BECKY

            I'm just saying and it seems like your

            boss at the stereo store is saying the

                        same thing --

                            BUCK

                        -- what, what?

                            BECKY

                        Get a new look.

                            BUCK

        Yeah . . . yeah . . . yeah . . . you get a new look.

                            BECKY

                The look I've got is just fine.

                            BUCK

                    What's your look?

                            BECKY

                    Chocolate Love, Baby.

                            BUCK

                        Yeah, right.

OC we hear the new song start to play.

                            BECKY

            OH SHIT! TURN IT UP! I LOVE THIS SONG!

Becky leaves. CAMERA moves away to find:

The Colonel's Lady Friend approaches a Young Stud, who's wearing
bikini-speedos and holding court over a table of coke.

                        LADY FRIEND

                    Excuse me . . . ?

                        YOUNG STUD

                            Yes?

                        LADY FRIEND

                    May I please join in?

                        YOUNG STUD

                        Most certainly.

CUT TO:

36 EXT. JACK'S HOUSE/DRIVEWAY - DAY - MOMENTS LATER

Little Bill and his Wife get out of his Station Wagon and enter the party
from the driveway. She's dressed up. He's dressed down.

                        LITTLE BILL

                Just don't embarrass me, alright?

                    LITTLE BILL'S WIFE

                        Fuck you, Bill.

                        LITTLE BILL

                I work with these people, alright?

                These are my coworkers, so just --

                    LITTLE BILL'S WIFE

                        Bite it.

                        LITTLE BILL

                Don't make me do something.

                    LITTLE BILL'S WIFE

                    Ohhh . . . I'm so scared.

She moves away. Rollergirl passes and takes a SNAPSHOT.

CU. THE POLAROID - DEVELOPED

Little Bill in sort of an angry-confused-surprised face.

                        ROLLERGIRL

                    What's wrong, Little Bill?

                        LITTLE BILL

                Nothing. How are you, Rollergirl?

                        ROLLERGIRL

                        I'm fine.

                        LITTLE BILL

                        Is Jack around?

                        ROLLERGIRL

                    He's in the house.

Little Bill leaves. CAMERA follows Rollergirl around as she mingles and
snaps more Polaroids.

CUT TO:

37 INT. JACK'S OFFICE - DAY - THAT MOMENT

Jack and the Colonel are sitting, drinks in their hand. The Colonel smokes
a cigar.

                            JACK

            The idea is this: Amber is a director

            of porno films and she's down on her luck.

            She hasn't had a hit in a year. She's

        desperate. Her landlord is threatening to kick her

        out, so she's desperate for a big dick hit, right?

                        COLONEL

                    Yes. Good dilemma.

                            JACK

            Yes. So she calls up all the agencies

            in town and says: "Send over your best

            actors, I'm casting a porno picture."

            Well, the story goes and develops with

                Amber auditioning various men and

            women . . . the whole thing wraps up with

            the Landlord, I'd like to get Jeremy if

            he's still in town to play the part --

                he comes in -- the landlord says:

            You better pay rent or you're through.

            Well, Amber does one helluva suck job,

            ass fuck, come in the face, sort of thing

                    and fade out - the end.

                        COLONEL

                        That's great.

                            JACK

            There's a kid, a young man, I met him

                last night: His name is Eddie Adams.

            He's here, he's at the party. He's something

                special and I want to cast him.

                        COLONEL

                    What films has he done?

                            JACK

                    This would be his first.

Little Bill pokes his head into the office, sees the conversation and
quickly apologizes and exits. The Colonel looks to Jack;

                        COLONEL

            Casting is up to you, Jack. You wanna do it?

            Then do it. If it has big tits, tight pussy

            and focus: I'm happy. You tell the stories

                you wanna tell, make yourself happy.

CUT TO:

38 EXT. JACK'S HOUSE/POOL AREA - DAY - THAT MOMENT

Reed and Dirk are swimming. Dirk gets up on the diving board.

                            REED

                        Do a cannonball.

                            DIRK

                No, no. Watch this Jacknife.

Dirk runs and jumps --

                            DIRK

                        JACKNIFE.

He lands in the pool and swims to the surface.

                            DIRK

                        How did it look?

                            REED

                    Great. Check this out.

                    (gets on the board)

                This is gonna be a full-flip.

Reed runs, jumps, goes for the flip but lands FLAT ON HIS BACK.

CUT TO:

39 INT. POOL/UNDERWATER - THAT MOMENT

Reed lands. CAMERA moves in on his face. He's in SERIOUS PAIN. He floats
down for a moment . . . .

CUT TO:

40 EXT. POOL AREA - THAT MOMENT

Everyone at the party is looking . . . holding their breath and waiting . .
. Reed comes to the surface.

                            REED

                            Ouch.

The party people turn back to their conversations . . .

                            DIRK

                You gotta try and bring your legs

                    all the way around . . . .

                            REED

                            Yeah.

41 INT. JACK'S HOUSE/THE PARTY - DAY - THAT MOMENT

CAMERA follows behind Little Bill. He's walking around, looking for his
wife. He greets a few people here and there.

He runs into a big guy, ROCKY (late 30s). He's a CREW member.

                        LITTLE BILL

                    How you doin', Rocky?

                            ROCKY

                    Good, good, what's wrong?

                        LITTLE BILL

                    Nothin'. Nothin' at all.

                            ROCKY

        Do you have the schedule for the shoot, or . . . ?

                        LITTLE BILL

                        Yeah. You're on.

                            ROCKY

                        Is it here?

                        LITTLE BILL

        Yeah, it's gonna be here, but it's a simple one . . .

CAMERA picks up with the Lady Friend and the Young Stud with the coke . . .
ZOOM after them down a long hallway towards a BEDROOM door. They close the
door in the CAMERA'S FACE.

CUT TO:

42 INT. JACK'S KITCHEN - DAY - THAT MOMENT

Maurice and Buck are talking;

                        MAURICE

                Hey, hey, hey, my point is this:

                            BUCK

                            What?

                        MAURICE

                    You know what I say?

                            BUCK

                        What-What?

                        MAURICE

                    Wear What You Dig.

The PHONE RINGS. Maurice picks up the phone.

                        MAURICE

                            Hello?

                            (beat)

                I'm sorry . . . I can't hear you

            that well . . . say again . . . ? Maggie?

                        (to Buck)

                    Is there a Maggie here?

                            BUCK

                    I don't know a Maggie.

                        MAURICE

                        (into phone)

        I think you might have the wrong number . . . .

    Your mother? I'm sorry . . . wait . . . just . . . wait . . .

Maurice sets the phone down, looks to Buck.

                        MAURICE

                Watch that a minute . . . .

CAMERA follows him as he walks out to the pool area --

                        MAURICE

                        (calls out)

                    Is there a Maggie here?

No one at the pool area responds so he walks back inside to the phone. Buck
is still watching it closely.

                        MAURICE

                        (into phone)

            I'm sorry . . . there's no Maggie here.

            Okay . . . okay . . . no problem . . . Bye.

                            BUCK

                        What was it?

                        MAURICE

                Some kid lookin' for his mother.

CUT TO:

43 INT. BATHROOM/JACK'S HOUSE - THAT MOMENT

Amber is sitting in the bathroom, on the toilet. She reaches to the window,
sets aside the curtains and looks.

AMBER'S POV: Looking out to the pool area. Dirk dives off the board and
does a perfect FLIP in SLOW MOTION.

CUT TO:

44 EXT. JACK'S HOUSE/DRIVEWAY - MOMENTS LATER

CAMERA follows Little Bill. He spots six people in a semi-circle around
something. He walks over -- inside the semi-circle, on the pavement, Little
Bill's Wife is getting fucked by some BIG DUDE.

                        LITTLE BILL

                . . . the fuck are you doing?

She looks up at him, smiles.

                        WATCHER #1

            What does it look like they're doing?

                        LITTLE BILL

                        That's my wife.

                    LITTLE BILL'S WIFE

                        Shut up, Bill.

                        WATCHER #2

                    Yeah, shut up, Bill.

The other WATCHERS join in telling Little Bill to "Shut up." He walks away
and CAMERA follows him until he's approached by a big man, KURT LONGJOHN
(late 40s). He's the cameraman.

                        KURT LONGJOHN

                        Little Bill.

                        LITTLE BILL

                    Hey. Kurt. What's up?

                        KURT LONGJOHN

                    What's wrong with you?

                        LITTLE BILL

                Ah . . . my fuckin' wife, man, she's

            over there . . . she's got some idiot's

                dick in her, people standing around

            watching -- it's a fuckin' embarrassment.

                        KURT LONGJOHN

                Yeah. Yeah. I know. Anyway, listen:

                        LITTLE BILL

                        -- yeah.

                        KURT LONGJOHN

            For the shoot -- I wanna talk about the look.

        I wanted to see about getting this new zoom lens . . .

                        LITTLE BILL

                            Right.

                        KURT LONGJOHN

            I wondered if we'd be able to look into

            getting some more lights, too, y'know --

                        LITTLE BILL

                Jack wants a minimal-thing --

                        KURT LONGJOHN

            Right, well, very often, minimal means

            a lot more photographically than I think,

        well . . . then I think most people understand . . .

                        LITTLE BILL

                        I understand.

                        KURT LONGJOHN

                No, no. Hey. I know you understand,

            I was talking about some other people.

                        LITTLE BILL

                Well, I think what Jack is talking

            about is minimal, not really "natural,"

                    but minimal . . .

                        KURT LONGJOHN

            OK . . . fine . . . I was just saying . . .

                        LITTLE BILL

                        I understand --

                        KURT LONGJOHN

            -- 'cause I'm just trying to give each

                    picture it's own look --

                        LITTLE BILL

                Can we talk about this later?

                        KURT LONGJOHN

        Oh, yeah . . . you have to go somewhere . . . or . . . ?

                        LITTLE BILL

                Well, no, yeah . . . I mean . . .

                        KURT LONGJOHN

            'Cause I was hoping to, y'know, for the

            shoot tomorrow, we could send Rocky down

                    and he could pick it up --

                        LITTLE BILL

                            Kurt.

                        KURT LONGJOHN

            No. Hey. Gotcha. You've gotta go somewhere

            so -- hey -- what the fuck? It's only the

        photography of the movie we're talkin' about --

Little Bill looks at him. HOLD.

                        LITTLE BILL

                Are you givin' me shit, Kurt?

                        KURT LONGJOHN

                NO, NO, HEY. No way, Little Bill.

                        LITTLE BILL

            My fucking wife has a cock in her ass over

            in the driveway, alright? I'm sorry if my

            thoughts aren't with the photography of the

            film we're shooting tomorrow, Kurt, OK?

                        KURT LONGJOHN

                    OK. No big deal. Sorry.

                        LITTLE BILL

                        Alright?

                        KURT LONGJOHN

                        Gotcha.

Little Bill leaves. Kurt stands alone a moment. He walks over to the
driveway and watches Little Bill's Wife get fucked.

CUT TO:

45 INT. JACK'S HOUSE/HALLWAY - DAY - LATER

CAMERA follows HAND-HELD behind Jack, the Colonel and his Limo Driver as
they walk quickly down a hallway that leads to a bedroom.

CUT TO:

46 INT. BEDROOM - THAT MOMENT

Jack, the Colonel and Limo Driver BURST into the room --

REVERSE ANGLE: On the floor of the room, the Colonel's LADY FRIEND is lying
naked. She's passed out and she has blood pouring from her nose. The YOUNG
STUD is naked, holding her in his arms. He looks up at the men who just
entered.

                        YOUNG STUD

                    I think she's sick.

                        COLONEL

                    What the fuck is this?

                        YOUNG STUD

                    I didn't do anything.

                            JACK

                    Is she breathing?

                        YOUNG STUD

            I don't know. I think she did too much coke?

                        COLONEL

                Duh. Do you think so, smarty?

                        LIMO DRIVER

                She's definitely overdosing.

                        COLONEL

                Oh . . . what the fuck . . . .

The four men look at the girl. The Colonel turns to his Limo Driver.

                        COLONEL

            Alright: Johnny. You're gonna take care

                of this for me. You listening here?

                        LIMO DRIVER

                            Yeah.

                        COLONEL

            I want you to pick her up, get her in

                the car, take her down to St. Joe's.

                        LIMO DRIVER

                            Okay.

                        COLONEL

                Listen, though: You drop her off in

        the front, I don't want this . . . y'understand?

                    I don't need this, here.

                        LIMO DRIVER

                        Gotcha.

                        COLONEL

                Make sure no one sees the limo.

                        LIMO DRIVER

                        Got it.

                        COLONEL

            Young Stud, I want you to help my driver

                Johnny here get her in the car.

The Young Stud starts to cry hysterically.

                        COLONEL

                        (to Jack)

                    What the fuck is this?

                        (to Young Stud)

            Hey . . . hey . . . pal . . . get a grip, man.

                        YOUNG STUD

        I'm sorry . . . it's just . . . it's just . . . .

                        COLONEL

                            What?

                        YOUNG STUD

                    I . . . I . . . I . . . .

                        COLONEL

                        Spit it out.

                        YOUNG STUD

                This is twice in two days a chick

                    has O.D.'d on me.

                        COLONEL

            Well maybe that means you oughta think about

            getting some new shit, what do you think?

                        YOUNG STUD

                        Yes, sir.

                        COLONEL

            Jesus Christ. Now be a man, deal with the

                situation and get her in the car.

The Lady Friend starts to go into CONVULSIONS.

                        COLONEL

            Y'see that, all this fuckin' conversation --

                        YOUNG STUD

                    Please don't die!

                        LIMO DRIVER

                        C'mon, pal.

The Limo Driver and Young Stud carry her naked, convulsing body to the
Black Limo out front. CAMERA holds with Jack and the Colonel.

                            JACK

                        Close call.

                        COLONEL

                            Yes.

They exit.

CUT TO:

47 EXT. POOL AREA - DAY - THAT MOMENT

CAMERA is with Reed and Dirk. They're sitting in two pool chairs, drinking
their drinks and talking. A nervous young kid in red swimming trunks,
SCOTTY J. (mid-20s) comes over and interjects --

                        SCOTTY J.

                        Hey Reed.

                            REED

                Hey -- Scotty, how are you?

                        SCOTTY J.

                        Y'know, y'know.

                        (re: Dirk)

                        Who's this?

                            REED

            Eddie -- meet Scotty J. He's a friend,

                he works on some of the films.

                            DIRK

                    Nice to meet you.

                        SCOTTY J.

                You too. Are you gonna be working?

                            DIRK

                            Maybe.

                            REED

                        Probably.

                        SCOTTY J.

            That's great. That's great. Where did

            you meet Jack? 'Cause I work on the films,

            y'know, sometimes, that's why I'm wondering

                    if you, you know --

                        JACK (OC)

            EDDIE! EDDIE! Come over here a minute.

Dirk spots Jack calling him and stands, looks to Scotty J.

                            DIRK

                        Excuse me.

                        SCOTTY J.

                        Yeah, okay.

                            DIRK

                    Nice to meet you.

CAMERA DOLLIES IN A LITTLE ON SCOTTY J.

                        REED (OC)

                You wanna take a seat, Scotty?

                        SCOTTY J.

            Uh . . . I dunno . . . is it alright?

                        REED (OC)

                            Yeah.

                        SCOTTY J.

                Thank you. It gets a little hard

            mingling around . . . y'know . . . talking to

            people and stuff . . . it's sort of --

            That kid Eddie is really good looking, huh?

ANGLE, JACK, THE COLONEL AND DIRK.

Dirk approaches and the Colonel smiles. They shake hands.

                            JACK

                This young man is interested

                        in the business.

                        COLONEL

                Well, you're in good hands if you

                get involved with Jack, here.

                            DIRK

                        Oh yeah?

                        COLONEL

            I can't give you much advice that Jack

            probably doesn't know, but I can advise,

            maybe you think about your name . . . ?

                            DIRK

                    My name . . . yeah . . . ?

                        COLONEL

            Think about something that makes you happy,

        something that also gives some pizzaz . . . y'know?

                            DIRK

                            Right.

                            JACK

            The Colonel pays for all our films, Eddie.

            He's an important parts of the process.

                            DIRK

                    Well, great. Great.

                        COLONEL

            I look forward to seeing you in action.

            Jack says you've got a great big cock.

                            DIRK

            . . . um . . . yeah, I dunno, I guess?

                        COLONEL

                        Can I see it?

                            DIRK

                        Really?

                        COLONEL

                        Please.

Dirk unzips his pants. CAMERA on the Colonel. He looks down, then up:

                        COLONEL

                    Thank you, Eddie.

                            DIRK

                        No problem.

Dirk exits. The Colonel turns to Jack;

                        COLONEL

                Jesus Christ. Jesus Lord in Heaven.

CAMERA picks up with Dirk, who runs for the pool and DIVES IN . . . .

CUT TO:

48 INT. POOL - THAT MOMENT

CAMERA MOVES IN AS DIRK LANDS IN THE WATER, FLOATS TO THE BOTTOM, THEN
PUSHES OFF, TOWARDS THE SURFACE. TIME LAPSE TO NIGHT.

CUT TO:

49 EXT. DRIVEWAY/JACK'S HOUSE - NIGHT (LATER)

The party is coming to a close and people are trying to get in their cars
and get out of the driveway.

CAMERA hangs with Little Bill and his Wife.

                        LITTLE BILL

            Thanks for fucking up this party for me.

                        I appreciate it.

                    LITTLE BILL'S WIFE

                    Oh Fuck Off. Will You?

                        LITTLE BILL

                        You Fuck Off.

                    LITTLE BILL'S WIFE

                        Yeah, right.

CAMERA MOVES TO FIND: THE YOUNG STUD AND THE LIMO DRIVER.

They're sitting by the limo. The Young Stud is crying.

                        LIMO DRIVER

                Hey, hey, hey. I mean: How were

                    you supposed to know?

                        YOUNG STUD

                        I wasn't.

                        LIMO DRIVER

            That's right. So what did you do wrong?

                        YOUNG STUD

                        Nothing?

                        LIMO DRIVER

            Nothing is absolutely right, Young Stud.

                        YOUNG STUD

                    Thank you for your help.

                        LIMO DRIVER

                        No problem.

The Colonel and Jack approach. The Colonel now has ANOTHER YOUNG LADY
FRIEND, picked up from the party.

                        COLONEL

                    You ready, Johnny?

                        LIMO DRIVER

                        Yes, sir.

                        COLONEL

                    How you doin', pal?

                        YOUNG STUD

                        I'm okay, sir.

                        COLONEL

            Don't worry about it. She'll be fine.

                        YOUNG STUD

        She died in the limo on the way to the hospital.

                        COLONEL

                    I didn't hear that.

                        YOUNG STUD

                            What?

                        COLONEL

            You never told me that and what happened,

                never happened. You got me?

                        YOUNG STUD

                        I get you.

                        COLONEL

                    Now go home. Sleep it off.

The Young Stud exits.

                            JACK

                Thanks for coming, Colonel.

                        COLONEL

                    Great party, Jack.

The Colonel and the new Lady Friend get in the car.

CUT TO:

50 EXT. JACK'S HOUSE/POOL AREA - NIGHT (LATER)

The party is over. Amber and Rollergirl are inside playing cards. Scotty J.
is cleaning up, Dirk and Reed sit in the JACUZZI, looking up at the stars.

                            REED

                . . . you wanna hear a poem I wrote?

                            DIRK

                            Yeah.

                            REED

                        Okay. Um . . .

                    "I love you. You love me.

                    Going down the Sugar Tree.

                We'll go down the Sugar Tree.

                And See Lots of Bees. Playing.

                Playing. The bees won't sting.

                    'Cause you love me."

                            DIRK

                    That's fucking great, man.

Jack approaches in a bath robe, holding a towel.

                            JACK

                        Howdy-boys.

                        DIRK/REED

                        Hey, Jack.

Jack removes his robe and climbs in the Jacuzzi.

                            JACK

                        Good party?

                            DIRK

                        It was great.

                            JACK

                Good. You had a good time then?

                            DIRK

                    Excellent time. Thank you.

                            JACK

                What this place is for, right?

                            REED

                            Right.

                            JACK

            Ahhhh . . . this feels good. Bubbles.

                Turn those bubbles higher, Reed.

                            DIRK

    Jack . . . I was thinking about my name . . . y'know . . . ?

                            JACK

                            Yeah?

                            DIRK

            I was wondering if you had any ideas.

                            JACK

            I've got a few . . . but you tell me . . .

                            DIRK

            Well . . . my idea was . . . y'know . . .

                I want a name . . . I want it so it

            can cut glass . . . y'know . . . razor sharp.

                            JACK

                        Tell me.

                            DIRK

            When I close my eyes . . . I see this thing,

        a sign . . . I see this name in bright blue neon

            lights with a purple outline. And this name

            is so bright and so sharp that the sign --

        it just blows up because the name is so powerful . . . .

FLASH ON:

A BRIGHT NEON SIGN IN BLUE LETTERING, WITH A PURPLE OUTLINE:

                        DIRK DIGGLER

                        DIRK (OC)

                    It says, "Dirk Diggler."

The NEON SIGN FLASHES, BUZZES, THEN BURSTS INTO AN ELECTRIC FLAME.

BACK TO:

51 EXT. JACUZZI - THAT MOMENT

Back to Reed and Jack. They look at Dirk.

                            JACK

                Heaven sent you here to this place,

                Dirk Diggler. You've been blessed.

Dirk smiles. Reed smiles. Jack looks up and closes his eyes.

FADE OUT, CUT TO:

52 INT. JACK'S GARAGE/FILM STUDIO - DAY

. . . . The film crew sets up lights and other equipment around a small
"office" set. The crew consists of: Kurt Longjohn, Director of Photography.
Rocky, Gaffer/Grip. Little Bill, Assistant Director. Scotty J. Is working
as a utility/sound man.

Jack is sipping coffee, conferring with Kurt about lighting.

                            JACK

                        How close?

                        KURT LONGJOHN

                Give me twenty to thirty. I've got a

                couple tough shadows to deal with --

                            JACK

                Okay, but not too long, Kurt, right?

            Remember, there are shadows in real life.

Little Bill approaches.

                        LITTLE BILL

                    You wanna go over this?

                            JACK

                    Yeah. Let's . . . .

                        LITTLE BILL

                    (reading from script)

                Okay. Set up is . . . here we go:

            1.) Amber talking to Becky about auditions.

            They make the phone call to the agency to

                    send over some actors.

            2.) Enter Reed to audition for Amber.

                They go at it. Becky just watches.

            C.) Becky goes to the bathroom to jack-off

            and is interrupted by Amber. They get into it.

                    E.) Enter Dirk --

                        (looks up)

                    Who's Dirk Diggler?

                            JACK

                The kid, Eddie, from the club.

                        LITTLE BILL

                Good name. Anyway: 4.) Dirk enters.

                Meets with Becky. They go at it --

                            JACK

            I wanna change that -- that should be Amber.

            Dirk should be auditioning with Amber.

Little Bill makes a note. Jack walks over to Becky, who's sitting in a
chair, shaving her pubic hairs.

                            JACK

                        Becky, honey --

                            BECKY

                            What?

                            JACK

                What're you doing? We're shooting

                    in twenty minutes.

                            BECKY

                    I'm shaving my bush --

                            JACK

                            Now?

                            BECKY

                It only takes two seconds, Jack.

                            JACK

                        Fine, fine.

Jack continues to get everyone ready.

                            JACK

            Alright everyone, let's go, let's go,

                we need to shoot this first scene --

                    we need to get one off --

CUT TO:

53 INT. BEDROOM - DAY - LATER

Dirk is sitting on the edge of the bed, dressed up in a brown suit and his
hair is brushed back, parted down the middle. He paces a little, does some
deep breathing, looks over script, etc. Scotty J. enters.

                        SCOTTY J.

                Hey. Hi. Dirk. Dirk Diggler.

                            DIRK

                            Hi.

                        SCOTTY J.

                I'm supposed to come get you.

                Tell you they're ready, now.

                            DIRK

                            Okay.

                        SCOTTY J.

                    You look really good.

                            DIRK

                        Thank you.

                        SCOTTY J.

                    You look really sexy.

                            DIRK

                        Thanks.

                        SCOTTY J.

                    I like your name.

                            DIRK

                        You do.

                        SCOTTY J.

                    It's really cool.

                            DIRK

                        Thanks.

                        SCOTTY J.

        OK . . . well . . . whenever you're ready . . .

                    I'll see you out there.

Scotty J. exits. Dirk stands, takes a deep breath. CAMERA follows as he
exits the room and walks through the house and into --

54 INT. GARAGE/FILM SET

The crew is ready and waiting. Jack is there to greet him.

                            JACK

                        Ready, champ?

                            DIRK

                        Let's do this.

They walk through the scene with Amber.

                            JACK

            So we know the scene, we know the thing.

                You're gonna start outside the set,

            through that door, I'll call your name

        and action, that'll be your cue . . . come through

            the door, straight to the desk, right here,

                boom, you and Amber do the scene --

                            DIRK

                Do we go straight into having sex?

                            JACK

                        Is that alright?

                            DIRK

                It would be better I think, y'know,

                so we don't break up the momentum

                        or something --

                            JACK

                            Amber?

                            AMBER

                            Good.

                            JACK

                So we'll just go straight through.

                            DIRK

                            Okay.

                        KURT LONGJOHN

                    Are we doing a rehearsal?

                            JACK

                Eddie, you want a rehearsal?

                            DIRK

                It's okay . . . I can do it . . .

                            JACK

                            Great.

                            DIRK

                            Jack?

                            JACK

                            Yeah?

                            DIRK

            . . . can you . . . um . . . will you call me

                    Dirk Diggler from now on?

                            JACK

                    Yes. I'm sorry, yeah, yes.

Jack exits. Amber and Dirk huddle in the corner a moment.

                            AMBER

            Do you want to practice your lines with me?

                            DIRK

                        I know it.

                            AMBER

                    You look great, honey.

                            DIRK

            Does he want me to keep going until I come?

                            AMBER

            Yeah. You just come when you're ready . . .

                            DIRK

                    Where should I come?

                            AMBER

                    Where do you want?

                            DIRK

                    Wherever you tell me.

                            AMBER

                Come on my tits if you can, okay?

                Just pull it out and do it on

                my stomach and tits if you can.

                            DIRK

                            Yeah.

She touches her hand softly to the side of his face. (30fps)

                            AMBER

                    Are you alright, honey?

                            DIRK

            This is great. I'm ready. I wanna do good.

            I wanna do this good . . . let's try and do it

                really sexy . . . you want to?

                            AMBER

                            Okay.

Little Bill takes Dirk and walks him off the set, explaining things one
last time to him . . . CAMERA HOLDS ON DIRK. Little Bill walks away and
he's left standing alone a moment, waiting for his cue behind a closed
door. SILENCE. HOLD.

                        JACK (OC)

                    and . . . action, Dirk.

CAMERA blends to SLOW MOTION (30fps) and FOLLOWS Dirk through the door and
into the set -- lights flare into CAMERA/DIRK and we focus in on Amber,
seated behind a desk. CAMERA blends back to 24fps.

KURT LONGJOHN'S 16mm CAMERA POV:

Dirk enters. A light shines straight at him. He walks into a two shot with
Amber at the desk. BEAT, THEN:

                            AMBER

                    Hello. Are you John?

                            DIRK

                        Yes, ma'am.

                            AMBER

            Your agency recommends you very highly.

                            DIRK

                I'm a really hard worker. You give

                me a job and I won't disappoint you.

                            AMBER

                What special skills do you have?

                            DIRK

            Well, I spent three years in the Marines.

                I just got back from a tour of duty.

                            AMBER

                        You're kidding?

                            DIRK

                No I'm not. It got really hard being

                surrounded by guys all day.

                            AMBER

            When was the last time you had a woman?

                            DIRK

                        A long time.

                            AMBER

                        That's terrible.

                            DIRK

            But I'm back now and I'm ready to pursue

                    my acting career.

                            AMBER

            Well as you may or may not know, this is an

            important film for me. If it's not a hit,

            I'm gonna get kicked out of my apartment.

                My landlord is a real jerk.

                            DIRK

                        Really?

                            AMBER

                Why don't you take your pants off?

        It's important that I get an idea of your size.

                            DIRK

                        No problem.

Dirk starts to remove his pants . . . just before they come off we go to:

JACK AND THE REST OF THE CREW

Kurt Longjohn takes his eye away from the viewfinder for a moment. Rocky
frowns slightly. Scotty J. is in shock. Reed and Becky smile.

Amber looks from Dirk's cock to his face.

                            AMBER

                I think that you have the part,

            but why don't I make sure of something . . .

16mm CAMERA'S POV:

for the first time, we see Dirk's cock. It hangs about 12 inches. Amber's
hand reaches and grabs hold of it --

                            AMBER

                    This is a giant cock.

So they go at it . . . taking each other's clothes off and climbing up on
the desk . . . OUR CAMERA is hand held, moving around, looking at the crew
filming and Dick/Amber making love . . . .

They continue for a while. Jack whispers something to Kurt, then walks over
to Dirk and Amber, quietly interrupts;

                            JACK

                        Guys . . .

                            DIRK

                    Is everything cool?

                            JACK

                Hang in there, everything's cool,

                I just wanna change the angle --

                    You're doin' great.

Amber looks to Dirk. They hold still;

                            AMBER

                You're doin' so good, Dirk.

                            DIRK

                    Does it feel good?

Amber smiles. Jack and Kurt have set up a new angle;

                            JACK

            Okay -- we're back, we're ready -- action --

They continue for a bit, getting faster and a little harder;

CU. DIRK AND AMBER

they're face to face. Following in sotto:

                            AMBER

                        You're amazing.

                            DIRK

                    You feel good, Amber.

                            AMBER

                    Are you ready to come?

                            DIRK

                            Yes.

                            AMBER

                        Come in me.

                            DIRK

                            What?

                            AMBER

                    Don't worry, I'm fixed.

                    I want to come in me --

Amber and Dirk come together. HOLD. They kiss and smile.

                            JACK

                    CUT! FUCK! YES! YES! YES!

THE CREW APPLAUDS THE PERFORMANCE. Everyone gathers around. Dirk is giving
hand shakes, high fives, etc.

CAMERA PANS over to Little Bill and Jack who step aside a moment. Following
in sotto;

                            JACK

                        That was great.

                        LITTLE BILL

                Yes it was. What do you want to

                do about the come shot? We could

            go to the stock footage -- get a close up --

                            JACK

                It's not gonna match, we don't

                have a cock that big on film --

Dirk hears this and turns to Jack and Little Bill.

                            DIRK

                            Jack?

                            JACK

                        Yes, Dirk?

                            DIRK

            I can do it again if you need a close-up.

Everyone in the room looks at Dirk. HOLD.

MUSIC CUE. CONTINUES OVER CUT AND THE FOLLOWING SCENES:

55 INT. JACK'S LIVING ROOM - NIGHT - LATER Sequence "A"

The entire cast and crew together.

ECU - CHAMPAGNE BOTTLES POP

ECU - ROLLERGIRL'S CAMERA.

she snaps POLAROIDS

ECU - DEVELOPED PICTURES

cast and crew smiling, holding thumbs up. Dirk in the middle.

CUT TO:

56 INT. RESEDA SHOE STORE - DAY

CAMERA TRACKS ALONG a row of shoes. Dirk, Reed and Scotty J. are in the
store, picking some out. Dirk falls in love with a pair of half-boots,
zip-up style --

CUT TO:

57 INT. HOT TRAXX NIGHTCLUB - NIGHT

CAMERA BEGINS ON THE SHOES, DOES A QUICK BOOM UP TO A CU. ON DIRK. He's
dancing with Rollergirl. They talk about his shoes.

QUICK DISSOLVE TO:

OVERHEAD ANGLE, JACK'S TABLE.

Jack is eating Clams on the Half Shell and talking to Amber. The Colonel is
sitting with a NEW LADY FRIEND. CAMERA begins a BOOM DOWN as Scotty J.
enters FRAME and begins talking the Colonel's ear off.

QUICK DISSOLVE TO:

ANGLE, MAURICE

CAMERA follows behind him as he shouts orders to waiters and busboys and
bouncers --

QUICK DISSOLVE TO:

ANGLE, BECKY

She's hanging out near the bathroom with a GIRLFRIEND and flirting with
some YOUNG GENT, who's a body-builder type.

QUICK DISSOLVE TO:

INSIDE THE DJ BOOTH. A couple young girls surround the DJ, who is a BLACK
MIDGET, wearing headphones, dancing and doing coke with the girls. He sets
up another RECORD on the turntable. CAMERA DOLLIES IN QUICK ON THE RECORD,
NEW MUSIC CUE.

CUT TO:

58 INT. MOTEL ROOM FILM SET - ANOTHER DAY

Cast and Crew shooting a new film with a Spanish-theme. Jack watches
Rollergirl and Dirk who are on a WATERBED. They block the scene.

                            JACK

        What we can do is make it all one thing, right?

            You can go from being on top -- below and then

            move and shift to the side -- pump away

                    there for a while, then --

Dirk gets on the bed with Rollergirl and tries a move.

                            DIRK

        If she . . . Rollergirl . . . if you wrap your leg

    around . . . other one . . . your left leg . . . right . . .

                up around my neck. And over. Good.

                We can go right into Doggy Style.

                        KURT LONGJOHN

            Is the movement of the waterbed a problem?

                            DIRK

            Not at all, Kurt. Matter of fact, I dig it.

CUT TO:

59 OMITTED ** Director's Note: 2nd Unit/TBA

BURN TO:

60 INT. JACK'S HOUSE/KITCHEN - DAY

Jack is reading "Oui." Dirk, Reed and Amber listen.

                            JACK

            Jack Horner has found something special

            in newcomer Dirk Diggler. It's another

        stellar, sexual standout from Horner and Company.

        Diggler delivers a performance worth a thousand

        hard-ons. His presence when dressed is powerful

                    and demanding . . .

CAMERA DOLLIES IN ON THE PAGE, TRACKS ALONG THE WORDS. CAMERA catches
glimpses of the words on the page, ". . . Diggler . . ." ". . . sexual
standout . . ." ". . . supple ass . . ." Continue w/STILL PHOTOGRAPHS from
the film.

SPLIT SCREEN TO:

61 INT. STUDIO CITY HAIR SALON - DAY

CAMERA DOLLIES DOWN THE LINE OF HAIRSTYLISTS. Dirk is getting a fluffy new
hair style. Reed stands nearby and watches;

                        JACK (VO)

            . . . when stripped to the bone, Diggler's

            more eruptive than a volcano on a bad day.

            Amber Waves ripe-cherry lips do a wonderful

            job of handling Diggler's wide load and

            Reed Rothchild's stiff biceps do a slapping

            good job with Becky Barnett's supple ass . . .

THREE-WAY SPLIT TO:

62 "A CLIP FROM THE FILM, 'SPANISH PANTALONES." (16mm)

This is filmed on the Motel Room Film Set. Reed is wearing speedos and a
sombrero. Becky is naked. He slaps her ass. Dirk is facing CAMERA, Amber is
kneeling down, covering his crotch giving him a blow job. CU. Dirk for the
money shot.

FOUR WAY SPLIT TO:

63 INT. HOT TRAXX NIGHTCLUB - NIGHT

Dirk is disco dancing with Rollergirl and Becky and Reed.

                        JACK (VO)

        . . . but it's Diggler that remains the standout

            in this film. It's easy to predict, after only

        two films, that's Diggler's suck-cess can only grow

                    and grow and grow --

END FOUR WAY SPLIT, STAYING WITH DIRK DANCING IN THE CLUB. Dirk, Reed,
Rollergirl, Buck, Maurice and Becky begin doing a DANCE NUMBER. (Complete
w/choreographed moves, etc.)

CUT TO:

64 OMITTED

65 INT. JACK'S HOUSE/AMBER'S BEDROOM - NIGHT

Amber is on the phone. Dirk is sitting with her, holding her hand.

                            AMBER

                Please let me talk to him, Tom.

                Please. I just want to say hello

        and that's all -- I'm not. I'm completely sober.

                I'm not -- Tom -- Tom -- Tom --

Dial tone from the phone, she hangs up --

                            AMBER

                I don't know what to do now.

CUT TO:

66 INT. HOT TRAXX NIGHTCLUB/BACKROOM - DAY

Maurice slips a PHOTOGRAPH and a letter into an envelope and seals it up.
The VO is in Spanish, with SUB-TITLES.

                        MAURICE (VO)

            Dear brothers: I'm sending you a picture --

CUT TO:

67 INT. APARTMENT BLDG./PUERTO RICO - DAY

Maurice's two BROTHERS rip open the letter and check out a picture of
Maurice standing next to Rollergirl.

                        MAURICE (VO)

                -- this is my girlfriend. I had sex

                with her last night. Isn't she hot?

                I get chicks like this every night.

CUT TO:

68 OMITTED

69 INT. KARATE STUDIO - DAY

Buck, Dirk and Reed dressed in Karate-gear, are taking lessons. Buck speaks
about the ancient history of Karate.

CUT TO:

70 INT. DEPARTMENT STORE - DAY

CAMERA TRACKS ALONG A ROW OF SUITS. Dirk picks one out, tries it on and
pays for it in cash. CAMERA then PUSHES IN through a series of QUICK
DISSOLVES on SUITS hanging individually on the wall.

CUT TO:

71 OMITTED

72 EXT. DESERT HIGHWAY - DAY

CAMERA moves with Jack's Big Van and Little Bill's Station Wagon that
follows.

CUT TO:

73 INT. JACK'S VAN - MOVING - DAY (music over into radio)

Amber is driving the van, Buck is in the passenger seat trying to figure
out why the radio isn't working and speaking;

                            BUCK

                If you were to open a business

                specializing in, like, Super-Super

                Hi-Fi Stereo Equipment -- forget it,

                you're in the money. I mean, there's

                no limit to the technology that's

                    comin' out now --

                            AMBER

                        Really?

                            BUCK

                        That's a fact.

                            AMBER

                So what's wrong with this radio?

                            BUCK

            I think it's . . . uh . . . it's a wattage

            problem . . . yeah . . . we've got too many

            watts per channel going into the front two

                    speaker . . . yeah . . .

IN THE BACK OF THE VAN:

Reed, Dirk and Jack are huddled, speaking intensely;

                            JACK

                        -- what else?

                            DIRK

                That's it for now. I mean: I look

                at this character Holmes has come

                up with -- and -- look -- I just --

                            JACK

                        Tell me.

                            DIRK

            I don't like to see women treated that way.

            This guy he plays, "Johnny Wad," it's always

            about slapping some girl around or whatever.

        It's not right, it's not cool and it just . . .

            isn't sexy. It isn't sexy like it should be.

                            REED

            We could make it more of a James Bond

            character. This guy that's world traveled.

                            JACK

                        I like that.

                            DIRK

                Reed could play my partner.

                            JACK

                    I like this a lot.

                            DIRK

                We could make it really good, Jack.

            Honestly. If you direct it . . . we could

            make a whole series, with a whole story.

        This is exactly what we've always talked about.

                            JACK

                    I know it. I know it.

                            REED

                    We should do this.

                            JACK

            Alright. When we get back. We'll set up

            the typewriter and we'll see what we can

            come up with. I'll talk to the Colonel when

            we get to Vegas. But Dirk, you gotta work

                    on him too, okay?

                            DIRK

                        Right, right.

                            JACK

            -- if we don't put every element into this,

                it's just not gonna work --

                            DIRK

                        Exactly.

                            JACK

                Now: What's this guy's name?

                This character? Do you know?

                            DIRK

                    His name is Brock Landers.

                            REED

            His partner's name is Chest Rockwell.

                            JACK

                . . . those are great names.

CUT TO:

74 OMITTED

75 INT. ALADDIN HOTEL/CASINO - BANQUET ROOM - NIGHT

The "2nd ANNUAL ADULT FILM AWARDS." Behind a small PODIUM and in front of a
packed to capacity CROWD of porn filmmakers is --

AMBER. She's about to open an envelope.

                            AMBER

                And the award for "Best Newcomer"

        goes to . . . Yes! My baby-boy . . . DIRK DIGGLER!

JUMP CUT TO:

COLONEL JAMES. He's on stage, rips open an envelope.

                        COLONEL JAMES

                . . . the award for "Best Cock"

        goes to . . . Here We Go Again . . . DIRK DIGGLER.

JUMP CUT TO:

A Porn Actress, JESSIE ST. VINCENT (early 20s). She opens;

                            JESSIE

        And The Award . . . for Best Actor Goes To . . .

            I've seen his movies and I can't wait to

            work with him, I can't wait to get that big

            cock in my mouth, my ass, my pussy or any

        which way he'll give it to me . . . Mr. Dirk Diggler!

The Audience Applauds wildly. Dirk, dressed in a jean outfit, makes his way
to the stage and accepts the award from Jessie. He turns to the crowd.

                            DIRK

            Wow. I dunno what to say . . . I guess. Wow.

            I guess the only thing I can say, is that

            I promise to keep rocking and rolling and

            to keep making better films. It seems we make

    these movies . . . and sometimes . . . they're considered

        filthy or something by some people . . . but I don't

            think that's true. These films we make can be

    better . . . they can help . . . they really can, I mean it.

        We can always do better -- and I'll keep trying

        if you keep trying so let's keep ROCKING AND ROLLING.

AUDIENCE APPLAUDS. Jessie St. Vincent comes over and plants a deep, wet
kiss right in his mouth;

                            JESSIE

                        You're hot.

Amber, in the audience, sees the kiss and frowns. Dirk raises the award
high above his head and does a karate move --

76 INT. ITALIAN RESTAURANT SET - DAY (16mm) Sequence "B"

TITLE CARD READS: "1978"

. . . Jessie St. Vincent walks across the restaurant to the bar. Kurt
Longjohn and his camera crew track with her. Dirk, in character with his
hair slicked, chewing on a toothpick and smoking a cigarette, wearing a
suit and sunglasses is sitting at the bar. She speaks to the Bartender
(played by Maurice).

                            JESSIE

                Shot of Tequila, straight up.

                        MAURICE

                        Yes, ma'am.

                            JESSIE

                        (to Dirk)

            I've been in this place twenty minutes,

                    just to get a seat.

                            DIRK

                        You alone?

                            JESSIE

                Yeah. Just visiting L.A. Some people

            told me the food in here was really good.

                            DIRK

            Good. No, it's not good. It's probably

            the BEST place to eat in Los Angeles.

                        It's excellent.

                            JESSIE

                I certainly hope so. I could die of

        starvation before I get something in my mouth --

JUMP CUT TO:

77 INT. BEDROOM SET - NIGHT - SCENE CONTINUED IN CLIP FORM (16mm)

This bedroom set is decorated as Brock Landers pad. Jessie St. Vincent
unzips Dirk's pants . . . (porn music in b.g.)

                            DIRK

                You said you were hungry --

                            JESSIE

                        Starving.

                            DIRK

                    Well, go ahead and feast.

She pulls his cock out of his fly, looks at it. CAMERA sees this.

                            JESSIE

                    Ohhh. It's true --

                            DIRK

                            What?

                            JESSIE

                    You're Brock Landers --

CUT TO:

78 EXT. VARIOUS VALLEY LOCATIONS - DAY - FILM CLIP (16mm)

TITLE SEQUENCE FROM "Brock Landers: Angels Live In My Town." Dirk is
running STRAIGHT TOWARDS CAMERA in a JEAN OUTFIT. He stops, does a KARATE
KICK and turns -- FREEZE FRAME.

TITLE READS: DIRK DIGGLER as BROCK LANDERS

Various other footage of Reed, running down the street, firing a gun and
knocking people down. FREEZE FRAME.

TITLE READS: REED ROTHCHILD as CHEST ROCKWELL

Finally, over a WIDE ANGLE SHOT OF VENTURA BLVD;

            "BROCK LANDERS: ANGELS LIVE IN MY TOWN"

MATCH CUT TO:

79 INT. JACK'S HOUSE - EDITING ROOM - DAY

CAMERA PULLS BACK and WHIPS around from the Steenbeck image to find; Jack
and Kurt Longjohn, working on the film.

                            JACK

            Good, good, it's close. Let's head trim

            Dirk's spin, lose Reed with the revolver

            and switch the main title card -- it should

                really fly towards camera --

CUT TO:

80 INT. DIRK'S NEW HOUSE/STUDIO CITY HILLS - DAY

CAMERA (STEADICAM) begins on Reed who's doing a MAGIC TRICK in the living
room for Scotty J. and Becky. Jessie is oil painting.

Dirk and Amber enter FRAME and CAMERA follows them through the house. Dirk
is giving her a tour, explaining what type of leather couches he has, what
sort of history he knows about the wood used to build the house, showing
her a painting on the wall of himself that was done by Jessie St. Vincent,
etc. They move into --

THE KITCHEN

Maurice and Rollergirl are deep in conversation. He's trying to convince
her that she should take a picture with him without her clothes on so he
can send it to his brothers in Puerto Rico.

CAMERA stays foreground with their conversation while Dirk shows Amber the
back deck area of the house --

(Director's Note: Sound covers the four talking simultaneously.)

Rollergirl stops arguing with Maurice;

                        ROLLERGIRL

                    Fuck it, fine, let's go.

She rips off her bikini top, sets the POLAROID on the counter, hits the
timer, rolls back and poses with Maurice --

CU - DEVELOPED POLAROID

the image is of their waists - the Polaroid framing was too low.

Dirk and Amber come f.g. and CAMERA leads them --

                            DIRK

            And around this corner is the big surprise.

                The main thing I wanna show you --

They move down a hallway and into --

THE GARAGE

It's dark for a moment, Dirk hits the garage door and it starts to open . .
. LIGHT POURS INSIDE on their faces --

                            DIRK

                    Isn't it beautiful?

CAMERA holds CU images of a BRAND NEW 1978 CORVETTE. It's candy apple red
with super trimmed out designs, etc. CAMERA DOLLIES IN ON DIRK.

                            AMBER

                    You deserve this, baby.

                            DIRK

                This is it -- this is the thing.

                This is the most beautiful thing

                I've ever seen in my life --

They get in the car and go for a ride.

CUT TO:

81 INT. ITALIAN RESTAURANT SET - NIGHT - FILM CLIP (16mm)

Dirk and Reed, in character look at each other and say;

                            DIRK

        So we solved the case and the women are safe --

                            REED

                    Just another day.

                            DIRK

                        That's right.

                            REED

                C'mon, Brock. Let's go out and get

            some of that Saturday Night Beaver --

They smile. FREEZE FRAME. TITLE CARD READS: Directed by Jack Horner.

MATCH CUT TO:

82 INT. JACK'S HOUSE - EDITING ROOM - DAY

CAMERA PULLS BACK and WHIPS around from the Steenbeck image to find Jack
and Kurt Longjohn;

                            JACK

            This is the best work I've ever done.

                        KURT LONGJOHN

                    It's a real film, Jack.

                            JACK

                        It feels good.

                        KURT LONGJOHN

                        You made it fly.

                            JACK

            This is the one they'll remember me by, baby.

CUT TO:

83 OMITTED ** Director's Note: 2nd Unit/TBA

QUICK DISSOLVE TO:

84 OMITTED ** Director's Note: 2nd Unit/TBA

QUICK DISSOLVE TO:

85 OMITTED ** Director's Note: 2nd Unit/TBA

BURN WHITE TO:

86 INT. ALADDIN BANQUET ROOM - NIGHT

The "4th ANNUAL ADULT FILM AWARDS." Dirk walks up to the podium to accept
another award.

CAMERA DOLLIES IN ON EACH OF OUR PRINCIPLES SO FAR IN SLOW MOTION: Reed.
Jack. Amber. Little Bill . . . then PAN to his Wife. Kurt Longjohn. Rocky.
Becky. Jessie St. Vincent. Scotty J. Maurice. Buck. Colonel and another new
Lady Friend. Rollergirl. Finally, Dirk. He speaks into the microphone;

                            DIRK

                        Thank you.

FREEZE FRAME ON DIRK. End Sequence "B"

WIPE TO:

87 INT. JACK'S HOUSE - NIGHT

CAMERA starts on a huge banner strung across the house. It reads:

                "Goodbye 70's -- Hello 80's"

CAMERA roams through the party. This is a bigger, better and more insane
party than we have seen so far . . . .

CAMERA hangs with Becky and a tall, heavy-set black guy JEROME.

                            BECKY

                    . . . right, right . . .

                            JEROME

        Yeah . . . y'know . . . as far as I'm concerned,

            it's about love. Y'know? You love someone

            and how hard can the world be? I mean,

            people will come and go and so will problems,

            and ultimately, if you have love on your side

            and in your soul, whatsa problem gonna be

            that takes your attention away? Y'understand?

                            BECKY

            I do . . . I do. That's really sweet.

                            JEROME

                    My name's Jerome.

                            BECKY

                        I'm Becky.

                            JEROME

                    Nice to meet 'ya, Becky.

                            BECKY

                        What do you do?

                            JEROME

                    I'm in the auto industry.

                            BECKY

                        Really?

                            JEROME

                    Yeah. I'm regional manager

                        for "Pep Boys."

                            BECKY

                        That's great.

                            JEROME

                You've got a nice smile, Becky.

                            BECKY

                        Thank you.

CAMERA hangs with Kurt and Rocky who are discussing technology and the
future . . .

CAMERA hangs with Reed, who's doing some Magic Tricks for Jack and
explaining some facts about "the world of illusions."

CAMERA hangs with Dirk and Jessie St. Vincent.

                            JESSIE

            Because sometimes I feel like an outsider

            to the whole thing. Y'know . . . I see you and

            Amber and your relationship and I dunno --

                            DIRK

                No, no, Jessie. You shouldn't feel

                    like an outsider.

                            JESSIE

            I know my tits aren't as big and I know

            my pussy isn't as tight as all the other

            girls in this industry but I still feel

            like I've got something that works --

                    I can paint, too.

                            DIRK

                        Yes. Yes. Yes.

                            JESSIE

            I dunno. I was just never really secure.

            When I was a kid, I was never really secure

            with myself that much -- I guess that's why

        I try and act like I'm all care-free and everything.

                            DIRK

            I know what you mean, sometimes I'm like,

            "What am I doing?" "What the hell is wrong

                    with me?" Y'know?

                            JESSIE

                        I know, I know.

                            DIRK

                But then . . . I think . . .

                            JESSIE

                -- it's just fun. It's great.

                            DIRK

                It is. It's the best. I mean, look:

                I couldn't be happier than where

            I am today, right now, at this moment.

                            JESSIE

                You are so fucking awesome, Dirk.

                            DIRK

            Who says you don't have a tight pussy?

                            JESSIE

                I don't know. No one, I guess.

CAMERA hangs with Scotty J. and Amber. He re-counts;

                        SCOTTY J.

                So I was all, "What's your problem?"

                And he was all, "Nothing." So I was

        like . . . really . . . y'know . . . I was fuckin'

                pissed, Amber. So then I was all,

            like, "What are you gonna do?" Y'know?

                And he was all, like acting tough,

            y'know, with his friends around and stuff.

        So I was just all . . . like . . . "Forget it."

                    And I walked away.

Amber's attention moves to Dirk talking with Jessie St. Vincent.

                            AMBER

                    Excuse me, Scotty.

CUT TO:

88 INT. JACK'S HOUSE/KITCHEN - NIGHT

CAMERA hangs with The Colonel, a NEW LADY FRIEND, who's doing some coke
from a bowl and Maurice, who's begging for a part in a movie. The Colonel's
attention turns across the room;

COLONEL'S POV: A tall man in a white suit, FLOYD GONDOLLI (mid 50s), is
standing with two dirty-looking BOYS and two similar GIRLS.

The Colonel walks over, CAMERA WHIP PANS over to Floyd Gondolli;

                            FLOYD

                        The Colonel!

                        COLONEL

                Floyd Gondolli, great you could make

            it . . . great . . . great . . . great.

                            FLOYD

                How are you? You look happy.

                        COLONEL

                        I'm fine.

                            FLOYD

                    Meet Boys: Tommy and Pete.

                Meet Girls: Angie and Cyndi.

                    TOMMY/PETE/ANGIE/CYNDI

                            Hi.

                        COLONEL

                    Hello. Happy New Year.

                            FLOYD

            These are the next stars . . . the real

                    people in the world.

                        COLONEL

                I think we should do that talk with

                Jack now, whadda 'ya say? Maybe iron

        this thing out before we start the new year . . .

                            FLOYD

                        Let's do it.

Floyd turns to the kid he is with and speaks very slowly to them;

                            FLOYD

            Tommy-Pete-Angie-Cyndi. Uncle Floyd is gonna

        split for a minute to do a little business talk.

The Colonel and Floyd walk away.

CUT TO:

89 EXT. POOL AREA - NIGHT - THAT MOMENT

Dirk is talking with Jessie St. Vincent. Amber comes over and takes a seat
on Dirk's lap.

                            DIRK

                        Hey, Amber.

                            AMBER

                What are you talking about out here?

                            DIRK

                        Nothin'.

                            AMBER

            Do you wanna come with me for a little while?

                            DIRK

                            Where?

                            AMBER

                A surprise, surprise, surprise.

                            DIRK

                        Let's go.

They excuse themselves from Jessie and walk off into the house. Jessie
looks across the party and sees Buck. CAMERA moves away, towards him --

He's sitting alone, wearing a new-style, Commodores look. A few beats later
-- Jessie enters frame.

                            JESSIE

                        Hey, Buck.

                            BUCK

                    Hey, Jessie, how ya doin'?

                            JESSIE

                    You sitting alone?

CUT TO:

90 EXT. JACK'S DRIVEWAY - NIGHT - THAT MOMENT

A guy in white jeans, black leather jacket, TODD PARKER (late 20s). He
exits his 280z and flashes smiles at various party people. CAMERA follows
him to the POOL AREA where he sees;

                            REED

                        Todd Parker.

                            TODD

                    Rockin' Reed Rothchild.

                            REED

                        You made it --

                            TODD

            Yeah . . . yeah. This is an amazing party.

                    Fuckin' chicks everywhere.

                            REED

                        You bet.

                            TODD

                I wouldn't mind havin' some of that

                    action over there --

Todd points out a BIKINI PARTY GIRL.

                            REED

                    Want me to introduce you?

                            TODD

                Sure. Introduce her to my lap.

                            REED

                    You got off work?

                            TODD

                I don't dance Sunday nights.

            Who's Corvette is that out in the driveway?

                            REED

                        It's Dirk's.

                            TODD

            That car is jammin' -- Nosed, Racked,

                Dual Camms, Ten Coats of Hand Gloss,

                Candy Apple Red Laquer -- WHOA.

CUT TO:

90A EXT. POOL AREA - THAT MOMENT

Buck and Jessie St. Vincent sitting/talking.

                            BUCK

                I'm pretty happy with it . . .

                            JESSIE

            . . . It's a great look for you, I think.

                            BUCK

                It's sort of original, I think.

                            JESSIE

                            Right.

                            BUCK

                What were we talking about before?

                            JESSIE

                Um . . . oil painting . . . ?

                            BUCK

            No . . . yes, I mean . . . but we were talkin'

                        about . . .

                            JESSIE

                    Oh! Oh! "Sunsets."

                            BUCK

    Oh yeah! I was saying: I like sunsets too . . . but . . .

                            JESSIE

                    Sunrises are better.

                            BUCK

                        Exactly.

                            JESSIE

            I thought I was the only one who thought that.

                            BUCK

                        I think that.

                            JESSIE

                I never thought we'd have so much

                        in common, Buck.

                            BUCK

            Yeah, yeah . . . hey, have you ever heard

                    of my stereo system?

                            JESSIE

                            No.

                            BUCK

                Y'know I'm thinking of opening my

                        own business --

                            JESSIE

                        Really?

                            BUCK

            It's my dream. Hi-Fi Stereo Equipment

                at a discount price -- it's called

                "Buck's Super Stereo World."

                            JESSIE

                That's a fucking great idea.

CUT TO:

91 INT. JACK'S OFFICE - MOMENTS LATER

Jack, Floyd Gondolli and the Colonel sitting.

                            FLOYD

            . . . so let's talk about the future.

                So let's talk about what video means

                to this industry -- and let's talk

            about how all of us -- not one of us --

            but all of us will profit. I've been doing

            theater work in San Francisco and San Diego

            for as long as you've been doing stag

                    and hardcore, Jack.

                            JACK

                I know you're history, Floyd.

                        COLONEL

                No one's doubting your history

                or your credentials, Floyd.

                            FLOYD

                Then why the resistance? I mean:

                This industry is going to be turned

                    upside down soon enough --

                            JACK

                    Then why help it?

                            FLOYD

                Why not be prepared? The money comes

            from the Colonel, the talent comes from

            you, Jack. I've got a connection to the

            equipment and the mail order distribution,

            not to mention those kids I got out there

                who are hot-fuck-action to the max.

        This is the future. Video tape tells the truth.

                            JACK

            I have a stable of actors and actresses.

                They're professionals. They're not

                a bunch of fucking amateurs. They're

            proven box office and they get people

            in theaters (where films should be seen)

                and they know how to fuck well --

                            FLOYD

                That's right, Jack and by that

                same token, you're the one with the

                power here. The video revolution

            is upon us -- and our role is critical.

            We have an obligation to use our resources

                and talent to help make it fly --

                            JACK

            You come in here, at my party, tell me about

            this and that -- tell me about the future,

            tell me about -- video and amateurs and

            all that -- well lemme tell you something now:

            I will not shoot films on video and no

            I will not loan out my actors who are

                under contract to me. Period.

                            FLOYD

        Wait a minute, Jack. I'm not a complicated man.

            I like cinema. In particular, I like to

            see fucking on film. I don't want to win

            an Oscar and I don't want to re-invent the

            wheel -- I enjoy simple pleasures like butter

                in my ass and lollipops in my mouth.

            That's me -- call me crazy, call me a pervert,

            but this is something I enjoy. One other

            small thing I want to do in this life is make

        a dollar and a cent in this business -- I'm not

        trying to hurt you. I'm trying to help you stay

                one step ahead of the game --

                            JACK

            We're repeating ourselves now, Floyd.

                        COLONEL

            Jack, I think this is about cost and future --

                            JACK

            The future is as bright as we make it --

            it shouldn't be sacrificed for a few dollars

            that can be saved shooting on video tape --

            if it looks like shit and sounds like shit,

                    it probably is shit --

                            FLOYD

        I think you're one gin past this conversation --

                            JACK

                No . . . no. I'm crystal clear here.

                        COLONEL

                Jack, please understand that this is

            not an argument . . . this is a fact of --

                            JACK

                    . . . What . . . ?

                        COLONEL

                This is not an argument, but a --

                            JACK

                    What are you saying?

                        COLONEL

                What do you mean, Jack, c'mon --

                            JACK

                Are you telling me that you're

                    working with this shit?

                        COLONEL

                I think that there is a serious case

            to be made for the price and the gamble

            on the whole idea of a home video market --

            Jack: Two, three years from now, everyone's

            gonna be able to walk into their local

            supermarket and buy or rent a videocassette --

                            JACK

            True film fans won't watch that shit.

            It doesn't look good and more importantly

                it doesn't make sex look sexy.

                        COLONEL

                It doesn't have to look good, Jack.

                Film is just too damn expensive.

                The theaters are already planning

                converting to video projectors.

                            JACK

                    I haven't heard that.

                            FLOYD

                        It's true.

                            JACK

                We've got ten minutes until the New

            Year and I don't want it to start like this

            so I'm leaving now. We will or we won't

            continue this conversation some other time.

Jack leaves. Floyd looks to the Colonel. HOLD.

CUT TO:

92 INT. AMBER'S BEDROOM - NIGHT

Dirk and Amber enter. She sits him on the bed.

                            AMBER

            I wanted you . . . to just . . . to come

                in and give me a minute so I could

                tell you how much I love you.

                It's gonna be a new year and we're

                gonna start things and do things

                and I want you to know how much I

                really care for you, honey. I care

        for you so much . . . you're my little baby . . .

                            DIRK

                    Thank you, Amber.

                            AMBER

                You're the best thing in the world

                that's happened to me since my son

        went off . . . and I just . . . I love you, honey.

                            DIRK

                    I love you too, Amber.

Amber continues to talk as she sets up more lines of coke.

                            AMBER

            Fucking 1980 . . . y'know? Can you believe it?

                            DIRK

            I can't . . . it's like . . . next thing

            we know . . . it's gonna be 1990, then

                2000 . . . can you imagine?

                            AMBER

            Goodbye to 1979 . . . hello to 1980 . . .

                    (handing him a straw)

        Make sure you snort it back quick and hard . . .

                            DIRK

                        . . . wh . . . ?

                            AMBER

                Really fast, like this . . .

She demonstrates. Dirk hesitates a moment, then leans down and does a line
of coke.

                            DIRK

                        It burns.

                            AMBER

                    It's good, though, right?

                            DIRK

                It's in my throat . . . uch . . .

                            AMBER

            It's the drip . . . the drip's the best part.

                            DIRK

                    Tastes like aspirin.

                            AMBER

                Do one more in the other nostril.

                            DIRK

            . . . I need a glass of water, I think . . .

                            AMBER

                    One more, then the water.

Dirk does another line.

                            DIRK

                Do I look cool when I do it?

Amber is right there to KISS him very hard on the mouth. HOLD.

CUT TO:

93 INT. JACK'S HALLWAY - THAT MOMENT

Dirk and Amber emerge from the bedroom and walk back to the party . . . .
Amber stops to say hello to some people . . . . Dirk keeps walking . . .
CAMERA follows him outside . . . Scotty J. approaches . . . .

                        SCOTTY J.

                        Hey, Dirk.

                            DIRK

                Scotty. Hey. What's up, man?

                        SCOTTY J.

            . . . fuckin' New Year's, y'know, right?

                            DIRK

                            1980.

                        SCOTTY J.

                Right. Did you see my new car?

                            DIRK

                    You got a new car?

                        SCOTTY J.

                        Yeah. Wanna see?

                            DIRK

                            Sure.

CAMERA FOLLOWS them outside, they pass Reed and Todd who are standing near
the BBQ pit --

                            REED

                Hey, Dirk, c'mere and meet someone.

            This is Todd, my pal from the thing --

                            DIRK

                        How are ya?

                            TODD

                        We finally meet.

                            REED

                Remember I told you about Todd?

                He works over at the Party Boys

                        Strip Club --

                            DIRK

                Oh, cool, cool. You're a dancer?

                            TODD

                    Yeah, I got some moves.

                        SCOTTY J.

                -- Dirk? Are you coming -- ?

                            DIRK

                    Yeah, okay, Scotty.

                        (to Todd)

            I'll see you around. We can talk later.

CAMERA continues with Dirk and Scotty J. Out to the DRIVEWAY. They check
out the USED CANDY-APPLE RED TOYOTA COROLLA.

                        SCOTTY J.

                        This is it.

                            DIRK

                            Cool.

                        SCOTTY J.

                    Wanna get inside?

                            DIRK

                    When did you get this?

                        SCOTTY J.

                        Yesterday.

                            DIRK

                It's great. It's really great.

                        SCOTTY J.

                Yeah, you wanna take a ride, or --

                            DIRK

                Wait a minute, wait a minute,

        waitaminute . . . fuckin' hell . . . how much time left?

                        SCOTTY J.

                    Six minutes . . .

                            DIRK

            Oh, shit! Let's get back inside, come on --

Dirk starts to walk away . . . Scotty watches him go . . . Suddenly: Scotty
CHARGES Dirk from behind and starts to KISS his neck. Dirk stumbles, pushes
him away and turns:

                        SCOTTY J.

                I'm sorry, Dirk. Please. I'm sorry.

                            DIRK

                    . . . why'd you do that?

                        SCOTTY J.

                You look at me sometimes --

                            DIRK

                        -- What?

                        SCOTTY J.

                I wanna know if you like me.

                            DIRK

                    . . . yeah . . . Scotty.

                        SCOTTY J.

                        Can I kiss you?

                            DIRK

                . . . Scott . . . I don't --

                        SCOTTY J.

                    -- Can I kiss your mouth?

                    Please. Please let me.

                            DIRK

                            No.

                        SCOTTY J.

                I'm really sorry. I didn't mean

                to grab you . . . I didn't --

                            DIRK

                        It's alright.

                        SCOTTY J.

                    . . . I'm sorry . . .

                            DIRK

                    . . . it's alright.

                        SCOTTY J.

                    Do you wanna kiss me?

                            DIRK

                        Scotty.

                        SCOTTY J.

                No, no. Forget it. I'm sorry.

                I'm really sorry, I'm just drunk.

                    I'm outta my head, okay?

                            DIRK

                        . . . yeah --

                        SCOTTY J.

            I'm just crazy, you know? Crazy. Right?

                I'm so wasted, drunk, drunk --

                            DIRK

                    You wanna go back inside?

                        SCOTTY J.

                    Do you like my car, Dirk?

                            DIRK

                    What . . . ? Yeah. Yeah.

                        SCOTTY J.

                I wanted to make sure you thought it

            was cool or else I was gonna take it back.

                            DIRK

                            Oh.

PAUSE. Dirk hesitates . . . then turns and walks back into the house.

                        SCOTTY J.

                        (to himself)

                    I love you, Dirk.

CUT TO:

94 INT. JACK'S HOUSE - NIGHT - MOMENTS LATER

Jack calls out to the crowd of Party People.

                            JACK

            WE GOT TWO MINUTES, PEOPLE! TWO MINUTES!

CUT TO:

95 INT. HALLWAY - THAT MOMENT

CAMERA follows Little Bill as he walks the hallway to a closed bathroom
door. He opens it.

OVER LITTLE BILL'S SHOULDER, INSIDE THE BATHROOM

Little Bill's WIFE is getting FUCKED DOGGY STYLE by yet ANOTHER YOUNG STUD.
She looks at him.

                    LITTLE BILL'S WIFE

            You should be taking notes, Little Bill.

                    ANOTHER YOUNG STUD

                    This is a fresh cunt, pal.

Little Bill stands a moment, then closes the door. CAMERA LEADS him as he
walks back through the party . . . outside to the pool area and into the
driveway for his Station Wagon.

He takes the keys from his pocket, unlocks the passenger side door, reaches
into the glove compartment and takes out a .38 REVOLVER and AMMUNITION.

CAMERA FOLLOWS him now as he heads back across the driveway, back through
the pool area, loading the gun as he walks . . .

People begin counting off to the New Year --

                        PARTY PEOPLE

                10 . . . 9 . . . 8 . . . 7 . . .

Little Bill walks into the house, down the hallway --

                        PARTY PEOPLE

        . . . 6 . . . 5 . . . 4 . . . 3 . . . 2 . . . 1 . . .

Little Bill arrives at the Bathroom door and SMASHES IT OPEN: His Wife and
the Young Stud are still fucking . . .

                    PARTY PEOPLE (OC)

                    . . . HAPPY NEW YEAR!

Little Bill FIRES THE REVOLVER INTO HIS WIFE'S NAKED STOMACH. He FIRES THE
GUN AGAIN, STRIKING THE YOUNG STUD IN THE HEART.

THEY BOTH COLLAPSE AND FALL TO THE FLOOR OF THE BATHROOM. BLOOD SPLATTERS
LITTLE BILL . . . .

. . . EVERYONE IN THE PARTY JUMPS AT THE SOUND OF THE GUNSHOTS . . .

. . . LITTLE BILL FIRES ANOTHER SHOT INTO HIS WIFE . . .

. . . BLOOD AND SMOKE FILL THE BATHROOM . . .

. . . LITTLE BILL TURNS AROUND, FACES THE PARTY PEOPLE AND SHOVES THE
REVOLVER IN HIS MOUTH AND PULLS THE TRIGGER . . .

BLOOD AND BRAINS SHOOT OUT THE BACK OF HIS SKULL AND HE COLLAPSES, FALLING
OUT OF FRAME.

TITLE CARD READS:

                            "80s"

FADE OUT.

OVER BLACK, WE HEAR THE VOICE:

                        AMBER (OC)

                . . . what about your character,

            "Brock Landers," and what some people

        might consider violent attitudes towards women?

CUT TO:

Sequence "C"

96 INT. DIRK'S HOUSE/BALCONY - DAY - DOCUMENTARY FOOTAGE (16mm)

Dirk is doing an interview. He's unshaven, thin and sweating, wearing
sunglasses. He speaking quickly to Amber OC. (1982)

                            DIRK

            violence . . . ? No, what? I mean, if there's

            something in this series of movies that's

            like action or violence or whatever -- that's

            the movie. Y'know? Look: I'm not saying that

        these movies are for the whole family, but they've

            gotalotta action and sometimes the characters

            are women who are -- say -- spies or drug

            smugglers or working for some organization

            that my character is trying to . . . defeat.

            We've made twenty of these films in the past

    um . . . um . . . five years, since 77 . . . and this kind

            of talk has only come up in the past year

        or so . . . I mean: What's the problem? So -- y'know.

CUT TO:

97 INT. BROCK LANDERS BEDROOM SET - NIGHT - 16mm FILM CLIP

Dirk is in his underwear, asleep in bed. An actress named KC SUNSHINE plays
in the scene with him as an Indian woman, wrapped in a sheet. She enters,
holding a knife, coming towards Dirk . .

                        AMBER (VO)

            If Brock Landers is slick with a gun, he does

            so only in the vein of good and right.

        Brock protects the values of the American ideal

            and fights for causes that instill pride

        in a society where morals are hard to come by --

Dirk wakes in the scene, struggles with KC Sunshine, knocks the knife from
her hand and pins her down. The scene plays;

                            DIRK

                        WHO SENT YOU?

                        KC SUNSHINE

                GET THE FUCK OFF ME, ASSHOLE.

                            DIRK

            LAY STILL, I'LL PUNCH YOU IN THE GODDAMN FACE.

                        KC SUNSHINE

                        FUCK OFF.

Dirk SMACKS her then starts to KISS her breasts softly.

CUT TO:

98 INT. ALLEY WAY - NIGHT - 16mm FILM CLIP

In the scene, Dirk has Becky (playing a PROSTITUTE) up against a wall. He's
right in her face, holding his fist up . . . The scene:

                            DIRK

                    I'm onna ask once more and

            I'm onna ask you nice . . . WHERE THE

                    FUCK IS RINGO, YOU BITCH?

                            BECKY

                        Fuck you.

Dirk SLAPS her across the face.

                            BECKY

                Ohhh . . . do it again, mayble I'll

                get my pussy wet next time.

BUCK arrives playing a PIMP and aims a REVOLVER at Dirk.

                            BUCK

            HEY CRACKERJACK, WATCHYOU DOIN' WIT MY WOMAN?

Just then: REED appears with a GUN aimed at Buck.

                            REED

                Make another move, motherfucker

                and give me a good goddamn reason

                    to blow you away!

99 OMITTED

100 OMITTED

101 OMITTED

102 OMITTED ** Director's Note: Rollergirl's Interview/TBA

103 OMITTED ** Director's Note: Jessie's Interview/TBA

104 OMITTED

105 INT. JACK'S HOUSE/EDITING ROOM - DAY - DOCU FOOTAGE

Jack and Dirk are sitting behind a Moviola for the interview with Amber.
Dirk speaks very quickly . . .

                            DIRK

            BLOCK . . . uh . . . an idea or a movement.

            Jack will put the final touches on what

            the camera needs for editing -- but, uh --

            He allows me to block my own sex scenes.

        . . . and . . . he gives me flexibility to work

            with the character and develop, y'know . . .

                I don't know of any other directors

            that would let an actor -- uh -- do that.

                            JACK

            I don't let you block your own sex scenes.

Jack and Amber laugh. Dirk laughs a little less.

CUT TO:

106 EXT. VENTURA BLVD. - DUSK - DOCU. FOOTAGE

Footage of Dirk walking along the street as the sun goes down. Amber
narrates.

                        AMBER (OC)

            For Dirk Diggler, the future is something

            to look forward to, not to fear . . . He is

            a creative man of many interests . . . film,

        poetry, karate, music and dance . . . he is a man

        of passion and mystery . . . He Is A Man Of Lust.

FADE OUT, CUT TO:

End Sequence "C".

107 INT. JACK'S HOUSE/EDITING ROOM - NIGHT (May 82)

Dirk and Amber, sitting in front of the Steenbeck. She flips it off and
looks to him;

                            AMBER

                    It's my poem to you.

                            DIRK

                It's great. It's so great, Amber.

                You're a director now. Shit.

                    Have you showed Jack?

                            AMBER

            Just you. I wanted to show you first.

                            DIRK

                It's so fuckin' good. Really.

                            (beat)

                Maybe you might want to think about

            cutting that part when Jack says that

                    thing about -- y'know --

                            AMBER

                    Blocking the sex --

                            DIRK

                        -- yeah.

CUT TO:

108 INT. JACK'S HOUSE - NIGHT - MOMENTS LATER

Dirk and Amber walk out and into the living room, CAMERA SWINGS 180 OVER
TO: Jack and Reed, sitting at the kitchen counter;

                            JACK

                        How was it?

At that moment the PHONE RINGS, CAMERA WHIPS OVER to the phone. It rings
again. Jack picks it up. DOLLY/ZOOM IN QUICK.

                            JACK

                Hello? Colonel? Wait, wait, wait.

                Yes. Calm down. Calm down. Okay.

                Right Now -- Yes -- Right Now.

He slams the phone down.

CUT TO:

109 INT. POLICE STATION - HOLDING AREA - NIGHT

The Colonel is sitting in handcuffs, crying his eyes out. Jack sits across
from him, speaking through the glass.

                        COLONEL

        . . . she was fifteen . . . fifteen . . . I didn't

            know . . . Jack, you gotta believe me.

                            JACK

                        I believe you.

                        COLONEL

            I told her not to do so much coke, but she

            wouldn't listen, she just kept doing it and

            doing it like she was a vacuum. Like she had

            a vacuum in her nose or something . . . .

            . . . next thing I know . . . she's got blood

        coming from her nose and . . . jesus . . . her, jesus --

                            JACK

                            What?

                        COLONEL

                It was coming out her ass, Jack.

                            JACK

            Okay. It's gonna be okay. Just relax.

            The bail is a hundred thousand dollars.

                I don't have that kind of cash --

                        COLONEL

                -- I don't have any money left.

                            JACK

                    What do you mean? Nothing?

The Colonel shakes his head a little, doesn't answer.

                            JACK

                    Well . . . what . . . how?

                        COLONEL

                I spent it . . . I spent it.

                            JACK

                The films . . . or . . . I mean?

                        COLONEL

                I spent it, alright? This shit gets

            expensive. Between you shooting film,

                the coke, the limos, the houses.

                It goes, alright? I spent it.

                            JACK

                Alright, okay. Don't worry.

                        COLONEL

                I can't have this happen to me.

                    I'm a good man, right?

                            JACK

                        Yes you are.

                        COLONEL

            I didn't know -- I didn't know she was

            gonna die right there with me or I wouldn't

                    have picked her up.

                            JACK

            Right. You know; you've done nothing wrong.

            I mean, look; You were just there, right?

        You didn't . . . I mean . . . you didn't do anything.

                        COLONEL

            They found something in my house, Jack.

                            JACK

                            What?

                        COLONEL

                    . . . something . . .

                            JACK

            . . . what are you saying? What did they find?

                        COLONEL

            . . . it's my fuckin' weakness, Jack.

            They're . . . so small and cute I can't help

            myself, Jack. I can't help it when they're so

        small and cute. I just want to watch, I don't do

        anything, Jack. I've never touched one of them . . .

                            JACK

                    Jesus Christ, Colonel.

                        COLONEL

            You look at me like I'm an asshole, now.

                            JACK

                . . . I . . . I don't . . . ?

                        COLONEL

                I'm going to jail for a long time.

                            JACK

                -- it's okay, Colonel. It's gonna be

            fine in the end . . . . I promise . . .

                        COLONEL

                    Are you promising me?

Jack doesn't answer.

                        COLONEL

            Take it back, Jack. Don't promise me anything.

        You can't help me. I'm done. I'm going to jail.

    I've done wrong and I'm going to jail for a long, long time.

They hold a look for a moment. A few OFFICERS come and start to escort the
Colonel away. He leans in, speaks sotto;

                        COLONEL

            Listen to me, Jack: And I'm gonna tell

                you this for you. Am I your friend?

                            JACK

                            What?

                        COLONEL

                Answer me, am I your friend?

                            JACK

                            Yes.

                        COLONEL

                So remember that I'm your friend and

            listen to what I tell you now: Give in, Jack.

            You've gotta give. For you, for your business

            and your livelihood -- accept the future.

            Don't fight it, because you can't win.

            Look for the new blood, go to Floyd Gondolli,

            go to video, give up your battle -- the

                    filmmaking is over, Jack.

The Officers take him away. Jack watches him leave. DOLLY IN CLOSE ON JACK.

CUT TO:

110 INT. JACK'S HOUSE/OFFICE - DAY

CAMERA HOLDS A LOW ANGLE, LOOKING UP AT JACK, KURT and ROCKY. They look
into CAMERA. HOLD.

                            JACK

                    Well there we go.

                        KURT LONGJOHN

                            Yeah.

                            ROCKY

                Lot of stuff on there to learn.

                            JACK

                        That's it.

                        KURT LONGJOHN

                    No turning back now.

                            JACK

                        The future.

                        KURT LONGJOHN

                        That's right.

                            ROCKY

                    The quality is, uh --

                            JACK

                It's not what we're used to.

                        KURT LONGJOHN

                We can make it work, I think.

                            ROCKY

                    It's . . . potential . . .

                        KURT LONGJOHN

                            Yes.

                            JACK

                    You can't beat the price.

                        KURT LONGJOHN

                        No you can't.

                            JACK

                This is the future and we can't deny

            it anymore because the past is too expensive.

                        KURT LONGJOHN

                        I'm scared.

                            ROCKY

                        Me too.

                            JACK

                    It's gonna make us rich.

                        KURT LONGJOHN

                            Yep.

                            ROCKY

            It's a rather pretty thing, isn't it?

REVERSE ANGLE: A new VIDEO CAMERA is sitting on the table in front of them.
This is the thing they've been discussing.

                        KURT LONGJOHN

            We can still tell good stories, Jack.

                            JACK

            No. It's about jacking off now, Kurt.

                No more stories . . . that's over.

CUT TO:

111 INT. HOT TRAXX NIGHTCLUB - NIGHT (Dec. 82)

BECKY looks into CAMERA;

                            BECKY

                            I do.

JEROME looks into CAMERA;

                            JEROME

                        I do too.

CU - BLACK AND WHITE SNAPSHOT

Becky and Jerome kissing. Jack as Best Man. Amber as Bridesmaid.

CAMERA on the dance floor; Becky, dressed in a WHITE BRIDAL DRESS and
Jerome, dressed in a TUXEDO. Reed is dancing with them.

                            BECKY

                They made Jerome regional manager

            of the new "Pep Boys," they're building

            in Bakersfield. We're gonna move there.

                        Buy a house.

                            REED

                That's great, guys. That's so great.

                            JEROME

            It's gonna be a great opportunity to run

            the store my way. Y'know. Get those guys

            off my back and run the store my way.

CAMERA picks up and follows Dirk who walks over to Jack's table --

ANGLE, JACK'S TABLE

Jack is sitting with a handsome young kid, JOHNNY DOE (aged 18.) Dirk
arrives;

                            JACK

            . . . and it's tough is what I'm saying.

                        JOHNNY DOE

                            Right.

                            JACK

            Hey, Dirk -- here you are. You havin'

                        a good time?

                            DIRK

                        Uh-huh.

                        (re: Johnny Doe)

                        Who's this?

                        JOHNNY DOE

                Hi . . . I'm Johnny Doe. You're Dirk

                Diggler -- it's great to meet you.

                            JACK

            Dirk, meet Johnny Doe . . . New Kid On The

            Block. He's interested in the business.

Dirk nods his head, picks up his sunglasses from the table and walks off
across the dance floor. Jack turns back to Johnny Doe;

                            JACK

            He's pretty tired, Johnny. He's also shy.

            Anyway: What I'm saying to you is this:

            It costs money, you got ten, fifteen people

            standing around, and that's just to make

                sure the lighting is right --

Jack continues chatting with Johnny Doe, he looks away for a moment.

JACK'S POV: Dirk meets up with Todd Parker and they walk out the door.
(40fps)

Jack turns back to Johnny Doe. Continue a bit with party stuff/etc. Jack
has his dance w/Becky.

CUT TO:

112 EXT. JACK'S POOL AREA - DAY (Jan. 83)

CAMERA begins with Kurt and Rocky standing nearby the VIDEO CAMERA. Reed is
watching them try and figure it out.

Jack is waiting patiently, working on a crossword puzzle. Johnny Doe is
swimming in the pool.

Rollergirl moves past and CAMERA follows her into --

CUT TO:

113 INT. JACK'S HOUSE - DAY - THAT MOMENT

Dirk is dressed in Speedos and a headband for the scene and laying out some
coke on the table. Rollergirl arrives, she does some. The television in the
b.g. is tuned to MTV which is playing "Video Killed the Radio Star."

                        ROLLERGIRL

                    This stuff burns.

                            DIRK

                        It's crystal.

                        ROLLERGIRL

                That's why. Shit, why didn't you

            tell me -- you don't need to do that much --

            You only have to do bumps with crystal.

                            DIRK

            Yeah, well . . . mind your own business

                or get your own or whatever --

                        ROLLERGIRL

                You don't have to be mean about it.

Rollergirl skates off. Dirk looks out the window, sees Johnny Doe swimming.
Amber is speaking to him. CAMERA DOLLIES IN A LITTLE (30fps) ON DIRK.

CUT TO:

114 INT. BEDROOM - THAT MOMENT

Maurice is sitting on the edge of the bed, shaking and sweating. Rollergirl
enters and moves to a closet.

                        MAURICE

                Hey . . . Rollergirl . . . hey.

                        ROLLERGIRL

                        What's wrong?

                        MAURICE

                            Where?

                        ROLLERGIRL

                        With you?

                        MAURICE

                    Me? -- Nothing -- Why?

                        ROLLERGIRL

                    You look like a wreck.

                        MAURICE

                Shit no, I'm cool as a cucumber.

Rollergirl takes off her clothes and gets into her BIKINI.

                        ROLLERGIRL

            It's your big day -- bein' in a movie.

                        MAURICE

                            Yeah.

                        ROLLERGIRL

                    What you always wanted.

                        MAURICE

                I'm very thankful to Jack for

                    giving me the chance.

BEAT.

                        MAURICE

                        Rollergirl?

                        ROLLERGIRL

                            What?

                        MAURICE

                    My dick is really small.

                        ROLLERGIRL

                            What?

                        MAURICE

                    My dick . . . it's small.

                        ROLLERGIRL

                        How small?

                        MAURICE

                        Really small.

                        ROLLERGIRL

                    Well . . . uh . . . so?

                        MAURICE

                    So I can't do this.

                        ROLLERGIRL

                    Can you get a boner?

                        MAURICE

                    I don't think so.

                        ROLLERGIRL

                        Well . . .

                        MAURICE

                    Please. Can you help me?

                        ROLLERGIRL

                            How?

                        MAURICE

                        I dunno.

                        ROLLERGIRL

                If you've got a small dick,

            there's really nothing I can do, Maurice.

                        MAURICE

                . . . right . . . right . . .

                        ROLLERGIRL

                    Just go for it, man.

                        MAURICE

                    What do you mean?

                        ROLLERGIRL

            Just go for it . . . who cares if you've got

            a small dick. It's how you use it, right?

            You can get a boner, I bet. I know you can.

                        MAURICE

                        I guess.

                        ROLLERGIRL

                    Be a man about it.

                        MAURICE

            Right. Right. I have to be a man about it.

        I have to do this . . . I have to show my brothers

            in Puerto Rico the lifestyle that I'm living.

                I can do it . . . I can do it.

                        ROLLERGIRL

                        You'll do fine.

                        MAURICE

                            Right.

                        ROLLERGIRL

                            C'mon.

                        MAURICE

        No . . . no . . . I wanna stay here for a bit --

                        ROLLERGIRL

                Okay . . . I'll be out there.

She exits. HOLD with Maurice a moment.

CUT TO:

115 OMITTED

116 INT. BATHROOM - DAY - THAT MOMENT

Dirk enters, closes the door, looks in the mirror;

                            DIRK

        . . . yeah, yeah, yeah . . . You look good, ready.

Dirk does some quick KARATE moves, then turns his BACK TO THE CAMERA. He
unzips his pants, looks down at his cock. His body starts to move a little,
slowly at first then faster as he tries to masturbate.

                            DIRK

        C'mon . . . c'mon . . . c'mon . . . I'm a star.

            I'm a star, I'm a rock and roll star.

                    And My Cock Can Get Hard.

        C'mon . . . c'mon . . . c'mon . . . I'm a star.

                I'm a star, I'm a star, I'm a star.

The DOOR to the Bathroom is SUDDENLY OPENED by Scotty J. who catches Dirk
in the mirror with his pants down, speaking to himself;

                            DIRK

                    -- what the fuck --

Scotty exits quickly. Dirk pulls up his pants and exits --

CUT TO:

117 EXT. JACK'S HOUSE/POOL AREA - DAY - MOMENTS LATER

Jack is still sitting in the same spot. Johnny Doe is drying off. Dirk
comes charging out --

                            DIRK

                    I'm ready to shoot.

                            JACK

                    We need twenty minutes.

                            DIRK

            No. I'm ready now. It's gotta be now.

                            JACK

                        Twenty minutes.

                            DIRK

                Fuck it. Hey, no, hey, Jack.

            I'm ready now . . . my cock is ready now.

            I'm ready to fuck . . . let's go now.

                            JACK

            Yeah, well . . . NO. Get me. You wanna

                start something here, Dirk?

                            DIRK

        I wanna start fucking . . . who is it gonna be?

                            JACK

                            What?

                            DIRK

                Who do you want to fuck, me or him?

Dirk points at Johnny Doe.

                        JOHNNY DOE

                        Me . . . what?

                            DIRK

                        Shut up.

                        JOHNNY DOE

                I didn't do anything to you.

                            DIRK

                You're not an actor, man. You got no

            business being here -- you're not an actor --

                        JOHNNY DOE

                        Yes I am.

                            DIRK

            No: I'm an actor, man. I'm a real actor.

                        JOHNNY DOE

                        Shut up.

Dirk MAKES A QUICK KARATE-TYPE MOVE TOWARDS JOHNNY DOE, WHO FLINCHES, BUT
QUICKLY GETS INTO A KARATE STANCE OF HIS OWN.

                        JOHNNY DOE

                        HEY, MAN, DON'T.

                            DIRK

                    SHUT UP. SHUT UP.

                            JACK

                Dirk, you need to settle down.

                Go inside, have a drink and

            mellow this off . . . you understand?

                            DIRK

                    I'm ready to shoot.

                            JACK

                        Well I'm not.

                            DIRK

                I'm not gonna tell you again, Jack:

                            JACK

                    -- Get outta here.

                            DIRK

                    . . . What . . . ?

                            JACK

                Get off my set, get outta my house.

                            DIRK

                    . . . you . . . what?

                            JACK

                            Leave.

                            DIRK

                            No.

                            JACK

                You don't want to do this --

                    the state you're in, Dirk.

                            DIRK

                Whatta you mean, state? State?

                State of California? Yeah, I'm in

                    the state of California.

                            JACK

                        Jesus Christ.

                            DIRK

                What are you, Jack, Jack, hey --

                            JACK

            You're high and you need to sleep it off.

                You've been up for two days.

                            DIRK

                I haven't been up for two days.

                            JACK

                Whatever. You're high and you need

                to come down. Sleep it off, Dirk.

                            DIRK

                YOU DON'T TELL ME ANYTHING.

                            JACK

                    Get the fuck outta here.

                            DIRK

                    YOU'RE NOT THE BOSS OF ME.

                            JACK

                        Yes I am.

                            DIRK

                    ARE YOU THE KING? HUH?

                            JACK

                Jesus Christ. MOVE. GET OUT. GO.

Jack starts to prod Dirk a little with a slight PUSH.

                            DIRK

                DON'T YOU FUCKIN TOUCH ME, MAN.

Jack SLAPS Dirk across the face. HOLD. Dirk is shocked. Everyone has
stopped what they're doing by now and is watching nervously. Amber comes
over.

                            AMBER

            Dirk, honey, why don't we go for a walk --

                            DIRK

            YOU SHUT UP, TOO. YOU'RE NOT THE MOTHER

            OF ME OR MY BOSS. YOU'RE NOT MY MOTHER.

                            AMBER

                    Dirk, please, honey.

                            JACK

                        Reed --

Reed comes over to the fight.

                            JACK

            Take him home, Reed. I don't need this.

                            DIRK

                No. No. I wanna shoot the scene.

            I'm ready to shoot the scene. I'm fine.

                            JACK

                    I don't want you here.

                            DIRK

                Look . . . it's over . . . alright.

            I'm done . . . now I'm ready to shoot.

                I'm calm, my cock is cool and ready.

                            REED

                Why don't we go home, Dirk?

                            DIRK

                I'm the one with the cock, I'm the

            one with the big fucking cock, so let's go --

                            JACK

                You listen to me now, kid --

                            DIRK

            DON'T CALL ME A KID. I'LL FUCK YOU UP.

            YOU WANNA SEE ME KICK SOME ASS? YOU WANNA

            FUCK WITH ME, I KNOW KARATE. SO C'MON.

                            REED

                Dirk, let's be cool, let's --

                            DIRK

                I'm the biggest star here -- THAT'S

                THE WAY IT IS: I WANNA FUCK. AND

            IT'S MY BIG DICK, SO EVERYBODY GET READY.

                            JACK

                        Not anymore.

                            DIRK

                    WHAT? What "not anymore"?

                            JACK

                        Your dick.

                            DIRK

                    WHAT, WHAT? SAY IT.

                            JACK

            I've seen you push thirteen inches, you'd be

        lucky if you could manage six today -- all the coke

            you got in you. You're not ready to fuck,

            your dick's not getting hard today, kid.

                            DIRK

            DON'T YOU TALK ABOUT ME LIKE THAT, JACK.

                            JACK

                Alright: You're fired. Okay?

                You understand? You're fired.

                    Get outta here now. NOW.

                            DIRK

                WHAT? WHAT IS THAT? WHAT IS THAT?

                            JACK

                Just leave, Dirk. Leave RIGHT NOW.

                            DIRK

                My cock is READY. YOU WANNA SEE?

            HUH? YOU WANNA SEE MY BIG FUCKIN' COCK?

Suddenly, blood begins to pour violently from his nose. He cups his hand
over his nose, hides his embarrassment;

                            DIRK

                FUCK THIS, FUCK THIS, FUCK YOU.

            FUCK ALL OF YOU. YOU'RE NOT MY BOSSES.

                    NO ONE IS THE KING OF ME.

Dirk runs away, gets behind the wheel of his Corvette and tears off,
bleeding all the way --

Reed, Jack, Amber, Scotty, Johnny Doe and the rest of the crew watch him
go.

FADE OUT.

118 OMITTED

CUT TO:

119 INT. RECORDING STUDIO - DAY (Mar. 83) Sequence "D"

Dirk stands in front of a microphone wearing headphones. The ENGINEER in
the booth speaks;

                        ENGINEER

                Okay . . . Dirk, you ready?

                            DIRK

                    I was born ready, man.

                        ENGINEER

                Okay . . . Dirk Diggler Demo Tape,

            "You Got The Touch," take seven . . .

The BAND kicks in and Dirk begins to sing his song. It's a cross between
Kenny Loggins/Survivor and any "Rocky" anthem.

                            DIRK

            YOU GOT THE TOUCH . . . YOU GOT THE POWER.

            YEEEEAAAHHHH. AFTER ALL IS SAID AND DONE,

        YOU NEVER WALK, YOU NEVER RUN, YOU'RE A WINNER.

CUT TO:

120 INT. RECORDING BOOTH - LATER

Dirk, Reed and the Engineer are mixing. The song PLAYS.

                            DIRK

            Is the bass taking away from the vocals?

                        ENGINEER

        Well . . . a little . . . but not really too much.

                            DIRK

            Let's take down the bass and let's take

                        up the vocals.

CUT TO:

121 INT. RECORDING STUDIO - LATER

Dirk is singing. Reed is playing guitar on a BALLAD called, "FEEL THE
HEAT." CAMERA DOLLIES IN ON THEM.

                            DIRK

            THE HEAT WILL ROCK YOU, THE HEAT WILL ROLL YOU

                    BABY DON'T YOU KNOW

                MY HEAT WILL MOVE YOU IN YOUR SOUL

                    C'MON, C'MON, C'MON

                LOVE ME TODAY, LOVE ME TOMORROW

                ALL DAY, ALL NIGHT, YOU FEEL MY BEAT

                        REED/DIRK

                FEEL, FEEL, FEEL . . . MY HEAT.

CUT TO:

122 INT. RECORDING BOOTH - CONTINUED

Dirk, Reed and the Engineer. Scotty and Todd are sitting around, making
phone calls, eating the free food, etc.

                        ENGINEER

                So . . . what do you think?

                            DIRK

            Well I think that . . . maybe we could

                speed it up a little -- it's --

                        ENGINEER

                It's a ballad. I thought that --

                            DIRK

            We'll just speed it up a couple octaves.

            . . . cause that might make it cooler,

        people like it when slow songs . . . y'know . . .

            when they're a little fast . . . it's cooler.

CUT TO:

123 INT. JACK'S LIVING ROOM - DAY

Jack is directing a scene with an AMATEUR PORN ACTRESS and JOHNNY DOE.
They're on the couch in Jack's living room. Johnny Doe has adopted more of
a celebrity attitude.

                        AMATEUR

                Is he gonna fuck me in the ass?

                            JACK

                    Is that what you want?

                        AMATEUR

                    It would be nice.

                            JACK

                Johnny: Fuck her in the ass.

                        JOHNNY DOE

                    Lock and Load, Jack.

He takes a seat behind the VIDEO CAMERA and says;

                            JACK

            Alright, friends; let's get it over with.

DISSOLVE TO:

124 EXT. BAKERSFIELD HOUSE - NIGHT

Establishing shot of a small little house with a white picket fence. From
the house we hear the sounds of SCREAMING AND VIOLENCE.

CUT TO:

125 INT. BAKERSFIELD HOUSE - NIGHT - THAT MOMENT

Becky is crouched in the corner of the kitchen. Jerome is standing above
her, dressed in his Pep Boys uniform.

                            JEROME

            YOU FUCKIN' WHORE, YOU'RE A FUCKIN' WHORE.

                            BECKY

                    Please, Jerome, don't --

                            JEROME

            You probably liked those big cocks, huh?

                            BECKY

                        Don't --

                            JEROME

            I'll tell you about a big cock -- yeah,

            you want my cock to be bigger, don't you?

                            BECKY

                No, baby, please, please --

Jerome SMACKS Becky in the face --

DISSOLVE TO:

126 INT. VALLEY BANK - DAY

Buck is dressed like a regular joe in a suit, holding a briefcase on his
lap, sitting patiently. Jessie St. Vincent is sitting with him, holding his
hand. He's approached by a middle aged white male BANK WORKER. CAMERA
DOLLIES IN.

                        BANK WORKER

                        Mr. Swope?

                            BUCK

                    Yeah, that's me. Hello.

                        BANK WORKER

            You have a copy of your loan application?

                            BUCK

                        Yes I do.

                        BANK WORKER

                    Good. You wanna follow me?

CUT TO:

127 INT. JACK'S HOUSE/AMBER'S BEDROOM - DAY

CAMERA DOLLIES IN ON Rollergirl and Amber. They're playing backgammon and
talking on Amber's bed, doing coke and smoking cigs.

                            AMBER

                I was gonna take a poetry class at

                    Everywoman's Village --

                        ROLLERGIRL

                    Oh, oh. I wanna do that.

                            AMBER

                We'll do it then. It's Monday,

                Wednesday, Friday at three.

                        ROLLERGIRL

        Do you think I should -- I was thinking something?

                            AMBER

                            What?

                        ROLLERGIRL

            I was gonna see about taking the GED.

                    Do you know what that is?

                            AMBER

                For High School, to graduate?

                        ROLLERGIRL

                Yeah. It's like -- so I can get my

                diploma -- 'cause I feel bad that I

            never did it. I think you were right.

                    I think you're right --

                            AMBER

            You should do it. That would be great

                for you -- you know -- cause if you

            wanted, Rollergirl, you could do anything.

Amber turns her head to something OC. AMBER'S POV: Jack is directing
another scene in the living room between TWO YOUNG PORN ACTRESSES with fake
breasts who we have never seen before.

Amber motions to Rollergirl, who gets up and SLAMS THE DOOR.

CUT TO:

128/128A INT. DIRK'S HOUSE - DAY (2x)

Dirk, Reed and Scotty J. are sitting around. Todd enters holding an
envelope. DOLLY IN SUPER-QUICK.

                            TODD

                        I'm back.

                            DIRK

                        Perfect timing.

They move to a table and anxiously set out some coke.

CUT TO:

129 INT. HOT TRAXX NIGHTCLUB - DAY

CAMERA DOLLIES IN ON MAURICE. The club is closed and empty. Maurice sits at
the bar, writing a letter. An envelope and a videotape are placed nearby.
Following is SUB-TITLED;

                        MAURICE (VO)

                Dear brothers: Here's an example

                of me with women in Los Angeles.

            I sleep with women here all the time . . .

CUT TO:

130 INT. APARTMENT BLDG./PUERTO RICO - DAY

Maurice's two BROTHERS rip open the envelope, read the letter and slip the
tape into their VCR that's wired to a crappy black and white television.
CAMERA DOLLIES IN ON THE BROTHERS.

                        BROTHER #1

                    (in Spanish, sub-titled)

                        Oh my God --

                        BROTHER #2

                    (in Spanish, sub-titled)

        -- it's so . . . so . . . it looks like a peanut.

CUT TO:

131 INT. VALLEY BANK - DAY - CONTINUED

CAMERA DOLLIES IN ON BUCK. He's speaking to the BANK WORKER.

                            BUCK

            That's what Buck's Super Stereo World

            is all about -- the customer. People wanna

            know what they're getting into technically

            and I have the specific technical hi-fi

            background to answer any technical question

            that someone might have -- I've been into

            sound equipment for long enough to know what

            a guy wants when he walks right in the door --

        and that's the personal touch that Buck's Super

                Stereo World is gonna have --

CUT TO:

132 INT. JACK'S HOUSE/AMBER'S ROOM - DAY - CONTINUED

Amber and Rollergirl are sitting in front of a pile of coke that's laidout
on top of a big book . . .

                            AMBER

            I miss my two sons -- my little Andrew

            and my Dirk -- I miss them both so much.

        I always felt like Dirk was my baby, my new baby.

                    Don't you miss Dirk?

                        ROLLERGIRL

                            Yeah.

                            AMBER

            He's so fucking talented. The bastard.

            I love him, Rollergirl, I mean; I really

                    love the little jerk.

                        ROLLERGIRL

                I love you, Mom. I want you to be

                my mother, Amber. Are you my Mom?

                I'll ask you if you're my mother and

            you say, "yes." OK? -- Are you my mother -- ?

                            AMBER

                        Yes, honey. Yes.

They cry and hug and laugh and do more coke, smoke more cigs, etc.

CUT TO:

133 INT. RECORDING STUDIO - DAY

CAMERA DOLLIES IN QUICK. Dirk and Reed are violently haggling in an office
of the Recording Studio with the MANAGER.

                            DIRK

                C'mon, man, c'mon, c'mon, alright --

                        MANAGER

                I can't let you take the tapes until

                    the bill is paid in full.

                            DIRK

                    That makes a lot of sense.

                            REED

                Wait, wait, wait. How can he pay

                the price of the demo if he can't

            take the demo tapes to a record company?

                        MANAGER

                That's not my problem. My job is to

            collect payment before we hand over the tapes.

                            REED

                You can't get a record contract if

            the record company can't hear what you've got.

                            DIRK

            OK: Wait a minute -- have you heard my tape?

            Huh? Have you heard it? I'm guaranteed

        to get a record deal because my stuff is so good.

                Once that happens, I'll pay you --

                        MANAGER

            It's not gonna happen. This is a Catch-22,

            I understand. You're saying this thing

            and I get it but I just won't let it happen.

                            DIRK

                        A catch-what?

CUT TO:

134 INT. JACK'S HOUSE/AMBER'S ROOM - NIGHT - CONTINUED

Amber and Rollergirl, pacing around the room, talking, crying, etc.

                            AMBER

            I don't wanna do this anymore, honey.

                    I can't. I just can't.

                        ROLLERGIRL

                            What?

                            AMBER

            Have fun now, let's keep going and going

            and going tonight -- because it's over.

                    There's too many things --

                        ROLLERGIRL

                        Okay. Okay.

                            AMBER

                        Let's go walk.

                        ROLLERGIRL

                I don't wanna leave the room.

                            AMBER

            Me either. OHHHHHHH. I love you, honey.

                        ROLLERGIRL

                        I love you, Mom.

They laugh and laugh and laugh and smoke, talk, walk.

DISSOLVE TO:

135 INT. VALLEY BANK - DAY - CONTINUED

Buck and Jessie across the desk from the Bank Worker, who looks up from the
file and says;

                        BANK WORKER

                Mr. Swope . . . we can't help you.

                            BUCK

                . . . I have all the papers, all the

            things in order, yes? I mean, it's all --

                        BANK WORKER

            Yes. But we can't give you a loan. I'm sorry.

                            BUCK

                    . . . why . . . ?

                        BANK WORKER

            . . . Mr. Swope: You're a pornographer.

                And this bank is not in business to

                    support pornography --

                            BUCK

            I'm not a pornographer, I'm an actor.

                        BANK WORKER

                        I'm sorry.

                            BUCK

            No, no, no, please. This is . . . this is

                a new business for me, a real thing

            that I want to do and a real thing that

        I can do, please, I mean -- this is not a joke --

                        BANK WORKER

                        I'm sorry.

                            BUCK

            Please, now, please, just wait one minute

            here -- because there's gotta be some way --

                        BANK WORKER

                    . . . I'm sorry . . .

                            BUCK

                    Well this is not fair --

                        BANK WORKER

            This financial institution can't endorse

            pornography, you've got to understand --

                            BUCK

                        I'm an actor.

                        BANK WORKER

                    Please. Now I'm sorry.

DISSOLVE TO:

136 INT. HORNER PRODUCTIONS - VAN NUYS - DAY

CAMERA (STEADICAM) follows Jack around his new OFFICES. Posters of his
films with Johnny Doe, Amber, Rollergirl, Buck and some others we've never
seen cover the walls.

A WAREHOUSE area is shipping out boxes of VHS VIDEOCASSETTES. CAMERA
breezes past an EDITING ROOM where Kurt Longjohn and Rocky are sitting in
front of two 3/4 machines, cutting a new Jack Horner film with Johnny Doe
doing some Karate-moves reminiscent of Dirk Diggler.

Jack continues walking into the RECEPTION AREA where TWO UNIFORMED POLICE
OFFICERS are standing.

                        OFFICER

                        Jack Horner?

                            JACK

                    Yeah, what is it?

                        OFFICER

                There was an accident yesterday --

CUT TO:

137 INT. DIRK'S HOUSE - ANOTHER DAY

Dirk is in his bedroom. CAMERA ZOOMS/DOLLIES in SUPER QUICK on him doing a
line of coke. Reed comes into the room, quick;

                            REED

                        Oh, fuck, Dirk.

                            DIRK

                            What?

                            REED

                You know that kid Johnny Doe?

                            DIRK

                            No.

                            REED

                    Y'know, the kid from --

                            DIRK

                        What about him?

                            REED

                He died. He got in a car accident.

                Couple nights ago . . . and he died.

                He like, went through the windshield

                or something. Fuckin' shit. Dead.

                            DIRK

                        For real?

                            REED

            Yeah. He's dead. Can you believe that?

                            DIRK

            That's gotta hurt, goin' through a windshield.

                        It's tough luck.

Dirk does another line of coke. The PHONE RINGS and Dirk answers.
DOLLY/ZOOM IN QUICK.

                            DIRK

                Hello? Becky? Becky -- what? What?

SPLIT-SCREEN;

138 INT. BECKY'S HOUSE/BAKERSFIELD - DAY - THAT MOMENT

Becky is locked in her bedroom on the phone with Dirk. OC outside the
bedroom, we can hear Jerome YELLING and SCREAMING.

                            BECKY

            I think Jerome is gonna kill me, Dirk.

                Please. Please come and help me.

                            DIRK

            Well . . . where are you, I don't know

                        where you are --

                            BECKY

                I need you to save me, Dirk --

            if he catches me on the phone, I'm dead.

                            DIRK

                    Tell me where you are.

                            BECKY

            . . . okay . . . okay . . . OH SHIT. He's

                coming in -- okay -- okay -- meet

                me at Denny's in Bakersfield --

                on Colfax Blvd. Please hurry.

                            DIRK

            Okay. I'm comin' right now, right now.

            I'm comin' right now to kick some ass, Becky.

SPLIT SCREEN/CAMERA stays with Becky are she hangs up the phone. The DOOR
to the BEDROOM IS SMASHED OPEN by Jerome -- he GRABS her by the hair of her
head and throws her across the room and into the KITCHEN.

                            BECKY

            Please don't do anything to me, Jerome.

                    Please. Please. I ask.

                            JEROME

            Think you're Miss Fuckin' Movie Star with

            a dick in your mouth? Huh? You're gonna

            tell me -- tell it to me or I'm gonna break

                    your fuckin' jaw.

                            BECKY

                I don't know what you want me --

                            JEROME

            -- I want you to tell me that you liked

            getting fucked by those men in those movies.

            I want you to tell me that you loved getting

            shit in your face -- YOU FUCKIN' SAY IT, CUNT.

                            BECKY

                    . . . I liked it . . .

                            JEROME

                    Do you like big dicks?

                            BECKY

                I don't know what you want me to --

                            JEROME

                        SAY IT.

                            BECKY

                            Yes.

Jerome LEANS DOWN AND PUNCHES BECKY IN THE FACE. HOLD. He catches his
breath and walks out of the kitchen.

Becky, crouched in a corner, bleeding from her nose and mouth, reaches for
a large FRYING PAN on the floor --

CUT TO:

139 INT. DIRK'S HOUSE - DAY - THAT MOMENT

Dirk grabs his keys and his jacket and heads for the door . . .

                            REED

                        Where you goin'?

                            DIRK

                Gotta go kick some ass, man.

He stops a moment and heads back into his bedroom . . . grabs his coke in a
newspaper fold and makes a dash for the door --

CUT TO:

140 EXT. DIRK'S HOUSE - DAY - THAT MOMENT

Dirk exits and gets in his car QUICK. DOLLY/ZOOM IN FAST.

CUT TO:

141 INT. BECKY'S HOUSE - DAY - CONTINUED

CAMERA DOLLIES in front of Jerome as he walks out of the kitchen. In the
b.g., Becky appears with the frying pan in her hand . . .

She SMASHES THE FRYING PAN ACROSS THE BACK OF JEROME'S SKULL. He falls . .
she STANDS OVER HIM, STRIKING HIM AGAIN AND AGAIN.

                            BECKY

                DON'T -- YOU -- EVER -- TOUCH -- ME.

She runs out the door --

CUT TO:

142 EXT. BAKERSFIELD HOUSE - EVENING - THAT MOMENT

Becky runs from the house and off down the street. HOLD.

CUT TO:

143 INT. DIRK'S CORVETTE - MOVING - MOMENTS LATER

Dirk is driving quickly through Laurel Canyon and trying to do a few
things; 1) He's trying to light a cigarette with matches, 2) He's trying to
find a cassette tape to play and 3) He's trying to brush his hair in the
rearview mirror . . . .

CU. DIRK

The cigarette falls from his mouth and he leans down, OUT OF FRAME to pick
it up . . . . the car starts drifting towards a TELEPHONE POLE that is
fifteen yards ahead . . . Dirk gets the cigarette, comes up INTO FRAME,
looks ahead and blinks;

Dirk's Corvette SLAMS INTO THE TELEPHONE POLE.

CAMERA DOLLIES IN ON DIRK, BEHIND THE WHEEL. He shakes his head, looks
around in a daze. A PEDESTRIAN runs over;

                        PEDESTRIAN

                    You alright, pal?

                            DIRK

            My fuckin' car, my car . . . my Corvette.

                        PEDESTRIAN

            Holy shit, you slammed right into this --

Dirk puts the car in reverse and backs away.

                        PEDESTRIAN

            I don't think you should dirve this car.

                            DIRK

                        Fuck you.

Dirk drives off with the front of the Corvette SHREDDING along the
pavement.

CUT TO:

144 INT. BAKERSFIELD DENNY'S - NIGHT (LATER)

Becky is sitting at the counter. A few seats over from her is an older man,
MR. BROWN (late 60s). He wears an old gray suit,

                        MR. BROWN

                    Are you alright, ma'am?

                            BECKY

                            What?

                        MR. BROWN

                Are you going to be alright?

            You seem . . . you've been sitting there.

                A while now. And I want to know if

                you're going to be alright.

HOLD. Becky looks down.

                        MR. BROWN

        Do you want to order something? A bowl of soup?

                            BECKY

                My friend was supposed to come

                here and get me, but he hasn't come.

                        MR. BROWN

            Yes. Well, why don't you let me buy you

            some soup while you wait for your friend?

                            BECKY

                    No. No. I'm not hungry.

                        MR. BROWN

                Please. Please. I want to help you.

        This is not . . . this is something . . . you see,

                an act of kindness, I'm trying to do

            something good . . . to help you . . . for no

        other reason . . . other than . . . just to help.

Mr. Brown reaches into his pocket, takes out a quarter and places it on the
counter in front of Becky.

                        MR. BROWN

            Why don't you try calling you friend?

BEAT. Becky looks at the quarter. CAMERA HOLDS ON QUARTER.

                        MR. BROWN (OC)

                Use the quarter, young lady.

CUT TO:

145 INT. DIRK'S GARAGE - NIGHT

Dirk rants and raves, verging on tears, circling the car. Scotty, Reed and
Todd are now home and looking at the damage;

                            REED

                    How fast were you going?

                            DIRK

                    Fuck, I dunno. Ninety.

                        SCOTTY J.

                    Ninety miles an hour?

                            DIRK

                Shit, yeah. I'm lucky I'm not dead.

                            TODD

                    This is a lot of damage.

                            REED

                    At least it's driveable.

                            DIRK

                It's nove driveable, look at it.

OC we hear the PHONE RINGING. Scotty moves to get it.

                            DIRK

            Just let it ring, we gotta deal with this --

                            REED

                At least it still works, Dirk.

                            DIRK

                You can't just drive a Corvette down

                the street looking like that, Reed.

                    C'mon, man. Be reasonable.

                            REED

                    How you gonna pay for it?

                            DIRK

                -- I'll find a way to pay for it.

                This is top priority, Reed:

                My car has got to get fixed.

                            TODD

                It could be like two/three thousand

                dollars worth of damage, Dirk.

                            DIRK

                            So?

                            TODD

                        I dunno.

                            DIRK

            We gotta get those fuckin' demo tapes, too.

            I mean it . . . let's go kick that guy's ass

            or something . . . if we could get those demo

            tapes, then we get the record deal, then

            the Vette gets fixed. You cannot drive

            a Corvette down the street looking like this,

                        you just can't.

CUT TO:

146 INT. DENNY'S - NIGHT - MOMENTS LATER

Becky is sitting in a booth across from the Mr. Brown. She's crying.

                            BECKY

                I don't know where to go. I don't

            have anywhere to go, I can't get anywhere.

                        MR. BROWN

            It's alright. It's alright, young lady.

                            BECKY

                I'm so sorry to make you hear this.

                        MR. BROWN

                    I want to help you.

                            BECKY

                        No, I can't.

                        MR. BROWN

                You need help. You need someplace to

            sleep and to wash. I want to help you.

                            BECKY

                    You're a nice man.

BEAT.

End Sequence "D" CUT TO BLACK:

147 OMITTED

148 OMITTED

149 OMITTED

150 OMITTED

TITLE CARD: "Six Months Later"

CUT TO:

151 OMITTED

152 OMITTED

153 OMITTED

154 OMITTED

155 INT. HEARING ROOM - COURT BUILDING - DAY

Amber is sitting in a room with a long desk, a few chairs and fluorescent
lights. A middle aged female JUDGE enters and greets her;

                            JUDGE

                    Hello. You must be Maggie?

                            AMBER

                            Yes.

                            JUDGE

                I'm Kathleen O'Malley. The judge.

                            AMBER

                            Yes.

                            JUDGE

                You have a lawyer with you?

                            AMBER

                    No. I don't. I do not.

They sit in silence. The Judge looks over a couple of files. Moments later,
Amber's ex-husband, THOMAS (late 30s) steps in with his LAWYER. They all
take seats.

                            LAWYER

                        Hello, Judge.

Introductions happen, etc. BEAT. The Judge looks over some files;

                            JUDGE

                You've been divorced for six years.

                            AMBER

                        Yes. Since 1977.

                            JUDGE

                        (to lawyer)

            And the agreement on the money settlement

                    was taken care of?

                            LAWYER

                            Yes.

                            JUDGE

                So. What we're talking about then

        is coming to an agreement on custody of Andrew?

                            AMBER

                            Yes.

                            JUDGE

                What was decided during the divorce?

                            LAWYER

            Initially, Andrew went with his father,

            and visitation was given to his mother on --

                    (looks at a paper)

            from Saturday Noon to Sunday at seven.

            With his mother entitled to bring Andrew

                to her home or any reasonable place.

                            JUDGE

                        (to Amber)

                Was that the understanding?

                            AMBER

                            Yes.

                            JUDGE

        And why wasn't that visiting privilege honored?

                            THOMAS

                    Well, it was for a time --

                            AMBER

                    I only saw him twice.

                            THOMAS

            It said, "reasonable place," and I didn't

            think a house of drugs and prostitution

                    and pornography was that.

                            JUDGE

                I'm sorry, what is it that you --

                            THOMAS

            My ex-wife is involved in the pornography

            business -- I didn't think that environment

                was a safe place for my son.

                            AMBER

                This is not right. My son was never

                exposed to pornographic material or

            drugs or any of these things, my husband

                        just assumed --

                            THOMAS

                    I saw it with my own eye.

PAUSE. Amber has no response. The Judge looks down at the file.

                            JUDGE

            Did you register this as a complaint?

                            LAWYER

            My client didn't officially register,

                but I think the circumstance called

                for something immediate -- for the

                    safety of the child.

                            JUDGE

                    How old is the boy now?

                            THOMAS

                        He's twelve.

                            AMBER

                He'll be thirteen next month.

                            JUDGE

                    Where do you live now?

                            THOMAS

                We live in Long Beach. I have a job

            there and my new wife is home with him.

                        (pause)

            You see, the problem is, Judge, is that

            my ex-wife is a sick . . . she is a very sick

            person and she needs help. She deals in

                drugs and sex for a living --

                            AMBER

                    I don't do drugs.

                            LAWYER

                Your honor, she has been in and out

            of trouble with the law on quite a few

            occasions regarding this sort of thing.

                            AMBER

                    No. No. Not anymore

CAMERA HOLDS ON AMBER. She watches the Judge. OC there's the sound of
papers shuffling.

                        JUDGE (OC)

                Have you ever been arrested?

                            AMBER

                            Yes.

                        JUDGE (OC)

                When was the last time you were

            arrested . . . what was the charge . . . ?

CAMERA DOLLIES IN CLOSE ON AMBER.

CUT TO:

156 EXT. ALLEY - BEHIND THE COURT BUILDING - DAY - LATER

Amber leans against a wall, crying her eyes out. HOLD.

CUT TO:

TITLE CARD, OVER BLACK: "Sunday, December 11, 1983"

157 INT. LIMOUSINE - NIGHT - MOVING

CAMERA'S POV is a CAMCORDER operated by KURT LONGJOHN. JACK, dressed in a
tuxedo, sits in the back of the limo with ROLLERGIRL, who's wearing a
full-length fur coat, lingerie underneath.

                    JACK (into CAMERA)

            Okay, okay, okay. Welcome to the experiment.

            This is Jack Horner, coming to you from the

            inside of a limousine that at this moment

            is heading West down Ventura Blvd. I have

            with me -- a little princess in the world

            of adult film -- the lovely Miss Rollergirl.

                        ROLLERGIRL

                    Hello, hello, howdy.

                            JACK

            Are you ready to do what we're gonna do?

                        ROLLERGIRL

                Ready, ready. Ready like Freddy.

                            JACK

                We are On The Lookout. That's what

                we'll call this -- On The Lookout.

            We're just gonna drive on down Ventura,

                heading west, like I said -- and see

            what we find. Maybe we find some new,

                young stud who wants to take a shot

            and get hot and heavy with Rollergirl

            back here in the limo -- and we'll capture

            it on video. This is a first, ladies and

                gentleman. A first in porn history.

                Who knows what could happen . . . ?

        Maybe we come across some guy, maybe some girl?

            See if they'd like to get soft and sticky?

CUT TO:

158 EXT. EL PUEBLO MOTEL - NIGHT

Establishing shot of a crap motel in Studio City. Dirk's DAMAGED CORVETTE
is parked out front with a U-HALL connected.

CUT TO:

159 INT. EL PUEBLO MOTEL - THAT MOMENT

Dirk, Reed, Todd and Scotty J. have moved into a small motel with two beds
and a fold-out couch. Scotty is sitting on one bed watching television
dressed in his UNION 76 GAS STATION UNIFORM.

Dirk is getting dressed, Reed is trying to get his attention;

                            DIRK

                    Where the fuck is Todd?

                            REED

                    C'mon, Dirk, seriously --

                            DIRK

            What? I dunno, okay? Okay. I don't know.

                            REED

                    We have to sell your car.

                            DIRK

                    I will not do it, Reed.

                            REED

                What else is there to do, Dirk?

                    Huh? We have nothing left.

                            DIRK

                I worked way too fucking hard for

        that car . . . what am I supposed to do . . . ?

                            REED

                It solves all our problems.

                            DIRK

            I will not sell my Corvette: Simple as that.

            Where the fuck is Todd? Where are my jeans?

                        SCOTTY J.

                    What are you looking for?

                            DIRK

                        My jeans --

                        SCOTTY J.

                The cool ones with the thing?

                            DIRK

                All my jeans are cool, Scotty.

                            SCOTTY

                            Sorry.

Todd enters and holds up an ENVELOPE.

                            TODD

                        Got it.

                            DIRK

                Where the fuck have you been?

                            TODD

                    Getting some shit . . .

Dirk notices that Todd is wearing the JEANS he was looking for.

                            DIRK

                    What the fuck is that?

                            TODD

                            What?

                            DIRK

                Those are my jeans, Todd. I've

                    been looking for those.

                            TODD

                You said I could borrow them.

                            DIRK

                    I never said that.

                            TODD

                    I thought you did.

                        SCOTTY J.

                    Can I come with you, Dirk?

                            DIRK

        Give me my fuckin' jeans back, Todd. Seriously.

                            TODD

                            Sorry.

Todd gets out of the jeans and gives them over to Dirk, who puts them on as
Reed and Scotty look on;

                            REED

                Dirk, please -- we gotta deal with

                    this money situation.

                            DIRK

                    Yeah, yeah, yeah.

                        SCOTTY J.

                    Where are you goin', Dirk?

                            DIRK

                        Goin' out.

                        SCOTTY J.

                    Can I go with you?

Dirk is out the door.

CUT TO:

160 INT. LIMO - PARKED - NIGHT - CONTINUED

The limo is pulled over and Jack is speaking through the window to some
YOUNG COLLEGE STUDENT, wearing a backpack. (This kid is one of the boys who
was making sexual gestures to Rollergirl earlier in the movie).

                            JACK

                        What do you say?

                        COLLEGE KID

                    I dunno -- you mean it.

                            JACK

                Anything you wanna do -- you do it.

                Do you see this young lady here?

                        COLLEGE KID

                            Yeah.

                            JACK

                    You like what you see?

                        COLLEGE KID

                            Sure.

                            JACK

            Then get in here and do what you want.

The College Kid gets in the car, sits next to Rollergirl, who nods hello.
She may or may not recognize him. Jack gets in the seat opposite (behind
the CAMERA).

                            JACK

                        You a student?

                        COLLEGE KID

                    Um . . . um . . . yeah.

                            JACK

            Oh, great. Where do you go to school?

                        COLLEGE KID

                Um . . . uh . . . do I have to say?

                            JACK

            No, no. Anyway. How'd you like to go round

            with Rollergirl? Have you seen her film work?

                        COLLEGE KID

                . . . yeah . . . yeah I have.

                        (to Rollergirl)

            We watch your films in my frat house.

            I go to CSUN. The fuckin' guys are never

                    gonna believe this --

                            JACK

                Alright . . . fantastic cool . . .

                        COLLEGE KID

            I think we met once before, actually.

                        ROLLERGIRL

                        Really?

BEAT.

                        COLLEGE KID

            I know you . . . we went to school together.

                We went to high school together.

        . . . you're Brandy, right? Brandy's your name.

Rollergirl looks caught. Jack looks surprised to hear this . . .

CUT TO:

161 EXT. STUDIO CITY/ALLEYWAY - NIGHT (LATER)

Dirk is standing in an alleyway. HEADLIGHTS FLOAT ACROSS A WALL, CATCHING A
GLIMPSE OF DIRK. A small Toyota drives up and stops next to Dirk. A FIGURE
inside the car speaks;

                            FIGURE

                            Hello.

                            DIRK

                            Hey.

                            FIGURE

                Are you waiting for someone?

                            DIRK

                . . . yeah. I'm waiting for someone.

            I'm not sure if they're gonna show up though.

                            FIGURE

                    You wanna wait in the car?

BEAT. Dirk gets into the Toyota. It drives about fifty yards down the alley
and makes a turn into --

CUT TO:

162 EXT. EMPTY PARKING LOT - NIGHT - THAT MOMENT

The Toyota with Dirk pulls around and parks.

CUT TO:

163 INT. TOYOTA - PARKED - NIGHT - THAT MOMENT

CAMERA holds a profile 2-shot on Dirk in the f.g. and the driver in the
b.g. The driver is a young SURFER kid in his late 20s.

                            SURFER

                        I'm Joe.

                            DIRK

                            Dirk.

                            (beat)

                    Do you know who I am?

                            SURFER

                        . . . No . . .

                            DIRK

                    My name is Dirk Diggler.

                            SURFER

            No . . . I mean . . . you're a guy . . . I'm

                    helping you out . . . .

                            DIRK

                            Yeah.

                            SURFER

                So . . . what do you want to do?

                            DIRK

                I'm . . . it's what you want.

                            SURFER

            . . . I wanna watch you. I mean, I'm not gay.

                I just wanna. Maybe you can jerk off

            a little and I can watch. Maybe I'll join

                in, but for now I just wanna watch.

Dirk nods his head a little. HOLD.

                            DIRK

                        Twenty bucks.

                            SURFER

                    Ten is all I have . . .

CUT TO:

164 INT. LIMO - MOVING - MOMENTS LATER

The limo is moving now. Jack is sitting behind the CAMERA. The LIGHT held
above the Camcorder SHINES brightly on them.

Rollergirl and the College Kid struggle in the seat. He has some trouble
removing his pants and she tries to help a little, but it's pretty obvious
she's not enjoying this. Jack tries to coach them from the sidelines;

                            JACK

                Alright, there, pal; make it look

                good, make it sexy -- don't just ram

                your way up and in there --

The College Kid doesn't respond.

                            JACK

                Hey, hey, hey . . . take it slow and

                    make it kinky, kid. C'mon.

                Think of Miss Lovely Rollergirl

                as a beautiful instrument that you

        need to play . . . c'mon now . . . slow down . . .

            Pretend you're just a wonderful stud,

            pretend you're a wonderful stud that's

        just ready to melt her pussy . . . hey, kid . . . ?

            Are you listening to me? Hey -- hey --

                        COLLEGE KID

                Just let me do my thing, man.

                            JACK

                        Cut. Stop. Cut.

The College Kid looks a little pissed, Rollergirl pushes him off;

                        ROLLERGIRL

                    This is stupid, Jack.

                            JACK

                I know . . . this isn't working out.

                        COLLEGE KID

                        That's it?

                        JACK (OC)

            Yeah, that's all. Sorry for the inconvenience.

The College Kid pulls his pants on.

                        COLLEGE KID

            You got me hard -- you could at least

                jack me off or something, lady.

                        ROLLERGIRL

                    What the fuck did you say?

                        COLLEGE KID

                It's not so cool to leave me

                        with a hard on.

                        ROLLERGIRL

                        Fuck you.

                        COLLEGE KID

                Nice life you've got here. Should

                be proud of what you've become . . .

The College Kid laughs a little, heads out of the car, turns back to Jack
and says:

                        COLLEGE KID

                Your fuckin' films suck now anyway.

ANGLE, CU. JACK

CAMERA DOLLIES IN A LITTLE IN SLOW MOTION. He freaks out.

Jack CHARGES out of the limo TACKLING the College Kid to the Ground. He
starts to BEAT the shit out of him . . .

CUT TO:

165 INT. TOYOTA - PARKED - THAT MOMENT

Dirk zips his pants open. The Surfer kid's eyes watch closely. Dirk pulls
out his cock and the Surfer kid looks surprised, speaks sotto;

                            SURFER

    . . . holy shit . . . that's nice . . . that's . . . big . . .

Dirk nods, looks down.

                            SURFER

                Why don't you jerk it a little,

            get it hard? I wanna see it get hard.

Dirk's hand touches his cock and he starts to masturbate a little. The
Surfer kid watches. CAMERA BEGINS A PAINFULLY SLOW ZOOM INTO PROFILE XCU.
ON DIRK.

                            SURFER

                . . . maybe . . . do it harder . . .

Dirk does it harder and faster.

                            SURFER

                    Get your hand wet.

                            DIRK

                    . . . be quiet . . .

Dirk tries to do it faster and harder.

                            SURFER

            . . . c'mon . . . c'mon . . . c'mon . . .

Dirk tries harder and faster but only gets more frustrated. He verges on
tears, looks to the Surfer Kid.

                            DIRK

        I can't . . . I can't get it hard . . . I can't.

                        I'm sorry --

SUDDENLY:

A PICK-UP TRUCK carrying THREE PUNK KIDS SLAMS ON ITS BRAKES IN FRONT OF
DIRK IN THE TOYOTA. Dirk looks up in shock, turns his head to the Surfer
Kid who says;

                            SURFER

            You shouldn't do this sort of thing, faggot.

Surfer PUNCHES Dirk in the face . . .

CUT TO:

166 EXT. VENTURA BLVD. - NIGHT - THAT MOMENT

Jack continues to BEAT the College Kid and yell at him;

                            JACK

                YOU HAVE SOME FUCKING RESPECT.

            YOU LITTLE PRICK. YOU HAVE SOME GODDAMN

                RESPECT FOR THAT GIRL. SHE'S A STAR,

            A WONDERFUL CHILD AND A STAR. You think

            you're worthy to fuck her -- you're not

            worthy to TOUCH her -- the way you fuck --

            who taught you? WHO TAUGHT YOU HOW TO FUCK

            THAT WAY? YOU'RE AN AMATEUR. AN AMATEUR.

He KICKS the College Kid again and again . . . CAMERA DOLLIES IN ON
ROLLERGIRL as she watches. She rolls over . . . stands a BEAT over the
College Kid . . . and then goes crazy . . . she SMASHES his face with her
ROLLERSKATES over and over and over;

                        ROLLERGIRL

            YOU -- DON'T -- EVER -- DISRESPECT -- ME.

She breaks down CRYING and SCREAMING . . . Jack pulls her off . . .

CUT TO:

167 EXT. PARKING LOT - THAT MOMENT

The FOUR SURFER PUNKS drag Dirk from the car and proceed to beat the shit
out of him. Kicking and punching him, calling out;

                        SURFERS

                Little Fuckin' Fag. Donkey-Dick.

                You don't do this. You don't.

They continue to yell and scream and kick and punch Dirk and eventually
peel out of the parking lot. Dirk moans and cries and holds his stomach in
pain. He coughs up some blood and vomit . .

CAMERA PANS away from him, looking out of the alleyway, toward Ventura
Blvd. HOLD WIDE ANGLE ON THE STREET, EMPTY FRAME, THEN;

The WHITE LIMO carrying Jack and Rollergirl cruises PAST.

ANGLE, IN THE STREEET, MOMENT LATER.

The WHITE LIMO drives PAST CAMERA LFT. HOLD, THEN; BUCK'S CAR enters in
CAMERA RT. And we PICK UP AND PAN with it into --

CUT TO:

168 EXT. DONUT SHOP/VENTURA BLVD. - NIGHT

Buck's car pulls up and parks in front of the donut shop. CAMERA DOLLIES IN
CLOSE. Jessie is in the passenger seat, Buck leaves the engine running;

                            BUCK

                    What do you want, honey?

                            JESSIE

        I want . . . um . . . apple fritter . . . Jelly . . .

        And uh . . . chocolate with sprinkles . . . and

                    a bear claw, too . . .

Buck gets out of the car and we reveal that she is SIX MONTHS PREGNANT.
Buck looks down;

                            BUCK

                How's my little kung-fu fighter?

                            JESSIE

                He's kicking ass inside my stomach.

                            BUCK

                        That's a boy.

CUT TO:

169 INT. DONUT SHOP - NIGHT

Buck enters and looks at some donuts, helped by the DONUT BOY behind the
counter. A MIDDLE AGED MAN in a camouflage baseball hat sits in the corner
eating a donut and some coffee, reading 'Guns and Ammo.'

                        DONUT BOY

                        Can I help you?

                            BUCK

            Yeah . . . I'm gonna get a dozen . . .

The Donut Boy gets a box and Buck starts to point out;

                            BUCK

        Lemme get two bear claws . . . apple fritter . . .

            Two chocolate . . . two sprinkles . . . gimme

            some of those glazed . . . how many is that?

At that moment a PUERTO RICAN KID walks in, pulls a REVOLVER from his
pocket and points at the Donut Boy.

                        PUERTO RICAN KID

            Empty the safe. Behind the soda machine.

                            BUCK

                        Jesus Christ.

The Puerto Rican Kid SWINGS HIS AIM at Buck.

                        PUERTO RICAN KID

            Don't talk . . . shut the fuck up . . .

                    (aims back at Donut Boy)

                Okay . . . empty the safe . . .

Donut Boy starts to empty the safe, putting the money in a paper sack . . .
Buck is frozen . . .

The MIDDLE AGED MAN in the corner reaches into his coat pocket and pulls
out an extremely BIG GUN . . .

The Middle Aged Man SHOOTS the Puerto Rican Kid in the BACK . . .

. . . the Puerto Rican Kid turns and returns FIRE, hitting the Middle Aged
Man with a bullet in the FACE . . .

. . . The Middle Aged Man gets another wild SHOT off before he expires and
that bullet hits the Donut Boy in the CHEST . . .

So: The Donut Boy is dead, The Puerto Rican Kid falls to the floor dead and
the Middle Aged Man is face down dead in his donut and coffee . . .

Blood is ALL OVER Buck . . . he stands for a long moment . . .

CU. THE BAG OF MONEY ON THE FLOOR

CU. BUCK.

He looks at it. SLOW ZOOM IN. BEAT.

Buck leans down, picks up the BAG FULL OF MONEY and walks out of the donut
shop.

FADE OUT.

TITLE CARD, OVER BLACK: "One Last Thing"

170 INT. EL PUEBLO MOTEL ROOM - NIGHT

Reed, Todd and Dirk sit around a table. Dirk is bandaged. Scotty J. is
mingling around the background. CAMERA DOES A SLOW 360 AROUND THE TABLE.

                            TODD

            Alright. I think this could be the thing.

        Something to help us score a little extra cash.

            I think if we decide to do this, we gotta

                    be one hundred percent.

                            REED

                        I agree.

                            TODD

                This guy's name is Rahad Jackson.

            He's got more money than God and twice

            as much coke, crack and smack. He'll buy

            just about anything anybody wants to sell him.

            He just likes people hanging out at his house

                        and partying.

                            DIRK

                    How do you know him?

                            TODD

                He used to come into Party Boys

            once in a while. Mutrix introduced me --

                            DIRK

                And how would we do it, exactly?

                I mean, how would it all go down?

                            TODD

                It's like this: I call him up,

            tell him I got half a key of quality stuff.

                            REED

                Do you have his phone number?

                            TODD

            Yeah. So we call him up, give him the price.

                            DIRK

                        How much?

                            TODD

            Half a key for like . . . five thousand bucks.

                    Split it three ways --

                            DIRK

                That's enough to get my Vette fixed.

                            TODD

                That's right. So we set up the deal,

                dump half a kilo of baking soda in a

            bag and walk over to his house -- BOOM.

            Right there -- this could be a nifty bit

                    o' hustle-bustle.

                            REED

                    Do you have his address?

                            TODD

            Fuckin', Reed, yeah I have his address, c'mon.

                            DIRK

                    What if he tests it out?

                            TODD

                        He won't.

                            DIRK

                        How do you know?

                            TODD

            I know he won't. I'm positive. Believe me.

                            REED

                    It's a pretty good idea.

                            DIRK

                I think we should go for it.

Scotty J. comes over to the table.

                        SCOTTY J.

            You guys should be careful with this.

                            DIRK

                        Scotty?

                        SCOTTY J.

                            What?

                            DIRK

            Just . . . y'know . . . mind yer own business.

                        SCOTTY J.

                            Sorry.

ECU - Baking soda poured in a plastic bag.

ECU - The plastic bag wrapped in a brown paper sack.

ECU - Dirk's car keys grabbed off the table.

CUT TO:

171 OMITTED

172 EXT. RAHAD JACKSON'S HOUSE - NIGHT

The Corvette pulls up in front of a tacky one-story house in the hills of
Studio City. The Corvette stops and CAMERA DOLLIES IN QUICK. Dirk, Reed,
Todd sit in the parked car. In sotto;

                            DIRK

                            Okay.

                            TODD

                    You guys ready for this?

                            REED

                            I am.

                            TODD

                            Dirk?

                            DIRK

        Me? Yeah . . . yeah, I'm ready. I was born ready.

                            TODD

                        Alright.

Todd takes out a .45 AUTOMATIC PISTOL and loads a cartridge.

                            DIRK

                    What the fuck is that?

                            TODD

                        It's a big gun.

                            DIRK

                        I know, but why?

                            TODD

            Just in case, just in case. Let's go.

They pile out of the damaged Corvette and walk up. CAMERA (STEADICAM)
follows them.

                            REED

                        I'm nervous.

                            TODD

                        It'll be okay.

                            REED

                Let's get in and out, in and out.

                            TODD

            Not too quick -- that looks suspicious.

                    Lemme do the talking --

They arrive and ring the doorbell.

CUT TO:

173 INT. RAHAD JACKSON'S HOUSE - NIGHT - THAT MOMENT

A really big fat black BODYGUARD comes to the door and opens up:

                        BODYGUARD

                    Hello. Come on in.

The bodyguard leads them down a hall and into a tacky and spacious, sunken
LIVING ROOM.

They're greeted by a man in a silk robe, slightly open to show some bikini
briefs and a thin sheen of sweat covering his body: RAHAD JACKSON (late
40s).

Off in a corner of the room, a YOUNG ASIAN KID is casually throwing some
FIRECRACKERS around.

Rahad is DANCING around by himself to NIGHT RANGER, "SISTER CHRISTIAN." He
spots the men;

                            RAHAD

                Hello, friends. Which one is Todd?

                            TODD

            That's me. We met before at the club --

                            RAHAD

                    Oh, yeah. Come on in here.

                            TODD

                These are my friends Dirk and Reed.

                            RAHAD

            Great to meet you. You guys want something

            to drink -- or a pill -- or some coke --

                        or some dope?

                        DIRK/REED/TODD

                    No thank you, thanks, no.

                            RAHAD

            So what do we have, we have, something, yeah?

                            TODD

        Here it is . . . half a key . . . it's really good,

                if you wanna test it out --

                            RAHAD

                Oh, wait a minute, I love this part:

                        (sings along)

                "SISTER CHRISTIAN, THERE'S SO MUCH

                IN LIFE, DON'T YOU GIVE IT UP BEFORE

                YOUR TIME IS DUE . . . IT'S TRUE!"

                        (to Dirk)

                    This song is so amazing.

                    Anyway: What's the price?

                            TODD

                We were thinking five thousand.

                            RAHAD

                That's good. No problem, cool, cool.

The Bodyguard brings over a PAPER BAG FULL OF CASH and hands the bag to
Todd in exchange for the PAPER BAG FULL OF BAKING SODA.

Reed watches the Bodyguard take the bag and notices something. REED'S POV:
a SHOULDER HOLSTER holds a .45 Automatic Pistol.

Rahad does an air guitar solo to the Night Ranger song . . . he walks
across the room, picks up a COKE PIPE and looks to the guys;

                            RAHAD

                    You wanna play baseball?

                        DIRK/REED/TODD

                        No thank you.

Rahad strokes the pipe while dancing. Dirk looks across to an open bedroom
door.

DIRK'S POV: Through the crack in the door, we can see a bloody, battered
YOUNG BLACK WOMAN in a silk robe . . .she's followed by another YOUNG WHITE
GIRL in nothing.

                        RAHAD (OC)

                    Check this out --

He takes out a nickel plated REVOLVER and loads a single bullet, spins the
chamber and puts it to his head and sings;

                            RAHAD

                SISTER CHRISTIAN -- OH THE TIME HAS

                COME . . . AND YOU KNOW THAT YOU'RE

                THE ONLY ONE TO SAY . . . OK . . .

He pulls the trigger . . . Click . . . he smiles and casually speaks;

                            RAHAD

                I put a mix tape together of all

            my favorite songs . . . This is song number

            three . . . I love putting mix tapes together,

            you know . . . if you buy an album or tape or

            something, those guys put the songs in their

        order and they try and say how you should listen

                to the songs, but I don't like that.

            I don't like to be told what to listen

            to, when to listen to or anything . . .

The Night Ranger song FADES OUT . . . BEAT . . . Rahad smiles at the Asian
Kid who's casually throwing some firecrackers around.

                            RAHAD

                    (to Dirk/Reed/Todd)

                He's Chinese . . . he loves to set

                    off firecrackers . . .

REO SPEEDWAGON, "CAN'T FIGHT THIS FEELING," begins to play.

                            RAHAD

            I CAN'T FIGHT THIS FEELING ANY LONGER

            AND YET I'M STILL AFRAID TO LET IT FLOW.

            WHAT STARTED OUT AS FRIENDSHIP HAS GROWN

            STRONGER -- I ONLY WISH I HAD THE STRENGTH

                    TO LET IT SHOW --

                            DIRK

        Well . . . I think maybe . . . we better get going --

                            RAHAD

                No, stay. Hang out. We'll party.

                            DIRK

                    No, we really gotta split.

                We have to be somewhere and we --

Dirk and Rahad continue to haggle about leaving/not leaving. CAMERA BEGINS
A SLOW DOLLY INTO A CU ON TODD.

                            TODD

                    We're Not Leaving Yet.

Dirk and Reed look at Todd. He stands up.

                            TODD

            We're here now and we want something else.

            Hey -- Hey. We Want Something Else From You.

                            RAHAD

                            What?

                            DIRK

                Todd -- what the hell are you doing?

                            TODD

            In the master bedroom, under the bed,

            in a floor safe . . . You understand?

The Bodyguard turns his head. Dirk and Reed are confused;

                            DIRK

            Todd . . . what the fuck, man, c'mon --

                            TODD

            Shut up, Dirk. I told you I got a plan.

                    I got a good plan.

                            RAHAD

                    Are you kiddin' me kittie?

                            TODD

                No I'm not. I'm not kidding. We want

            what's in the safe. We want what's in

            the safe in the floor under the bed in

                    the master bedroom.

                            DIRK

                    Todd -- don't be crazy.

                        (to Rahad)

            Sir -- we don't know anything about this.

            This is not the thing that we wanted.

                            TODD

                    SHUT THE FUCK UP, DIRK.

The BODYGUARD reaches into his coat . . .

. . . Todd pulls his REVOLVER quickly and AIMS at the Bodyguard.

                            TODD

                    Don't reach for your gun.

. . . Rahad reacts by AIMING HIS GUN AT TODD . . .

                            RAHAD

                You don't wanna do this, friendly.

                            TODD

                You've only got one bullet.

Rahad PULLS THE TRIGGER . . . a bullet FIRES from the gun and strikes Todd
in the SHOULDER . . . the gun in his hand falls to the floor and he
stumbles back . . .

. . . The Bodyguard takes this moment to GRAB HIS OWN GUN from the holster
and FIRE off shots at Dirk and Reed . . .

. . . Bullets graze past them and they DUCK FOR COVER . . .

. . . The GIRLS in the bedroom SCREAM and SHOUT at the gunfire . . .

. . . A STRAY BULLET HITS the ASIAN KID in the heart, but he doesn't fall .
. .

. . . TODD reaches hold of his gun, crouches for cover and FIRES a bullet
STRAIGHT INTO the Bodyguard . . . who falls back DEAD . . . Todd looks
right and sees:

RAHAD scuttles into the bedroom with the women . . . Todd looks over his
shoulder to Dirk and Reed;

                            DIRK

                WHAT THE FUCK ARE YOU DOING, TODD?

                            TODD

                    He went in the bedroom.

                            DIRK

            ARE YOU CRAZY? WHEN DID YOU GO CRAZY?

                            TODD

                He's got cash and coke in the safe

                under the bed -- if we leave here

                    without it we're fools.

                            REED

                Let's just split, let's just split

                right now, Todd. Don't be stupid.

                This wasn't part of the deal.

                            TODD

            I'm goin' in that bedroom and get what's

                in that safe. Are you coming?

                            DIRK

                Fuck no. Todd. Don't. Don't do it.

Todd gets up and heads for the bedroom with his revolver at the ready . . .
he inches closer to the door and twists the door knob, then KICKS THE DOOR
OPEN;

. . . Rahad is standing right there, holding a SAWED OFF SHOTGUN. He pulls
the trigger . . . Todd blinks . . .

. . . Rahad's SHOTGUN BLAST blows Todd BACK and UP in the air about fifteen
feet . . . he FALLS to the ground with a HOLE in his STOMACH about the size
of a basketball . . . Rahad calls out to Dirk and Reed;

                            RAHAD

            C'mon out, little puppies. You want to

            come and see, come and see, to get what

                is coming down. Coming down.

Rahad peers out from his bedroom, sees a sliver of Dirk behind the wall.
Rahad FIRES HIS SHOTGUN . . . which cuts right past Dirk's head and SHREDS
the wall near him . . .

Reed and Dirk make a DASH for the front door . . .

. . . Rahad FIRES another shot . . .

. . . a BLAST BREEZES PAST THEIR HEADS . . .

Dirk and Reed make it OUTSIDE . . . Rahad chases after them . . .

CUT TO:

174 EXT. RAHAD'S HOUSE - THAT MOMENT

Reed and Dirk make a dash for the Corvette -- they're steps away when a
SHOTGUN BLAST BLOWS INTO THE PASSENGER'S SIDE DOOR --

Reed heads away from the car -- makes a run diagonally across the street
for shelter behind some SHRUBS and TREES -- (he gets lost from CAMERA)

Dirk gets around to the driver's side of the Corvette, shielded and
crouched -- he opens the door and starts to get in --

ANOTHER SHOT BLOWS THE PASSENGER'S SIDE WINDOW OUT.

GLASS SPRAYS IN HIS EYES AND HIS HAND SLIPS DOWN, RELEASING THE EMERGENCY
BRAKE OF THE CAR -- WHICH BEGINS TO ROLL DOWN THE STREET--

Dirk stumbles back from the car. He looks to the house:

Rahad is about to FIRE the shotgun again . . .

. . . he looks down the street: the Corvette is ROLLING away and picking up
speed as it goes down the hill --

Dirk gets on his feet and makes a run for the car, Rahad FIRES . . .

. . . Dirk catches up with the car, hops in -- gets the key in the ignition
and starts it up, peels off down the street --

CUT TO:

175 INT. DIRK'S CORVETTE - MOMENTS LATER

Dirk pulls around and stops a moment. He looks around -- he looks back in
his rearview mirror.

                            DIRK

                    Fuck -- Fuck -- Fuck.

CUT TO:

176 EXT. STREET NEARBY - THAT MOMENT

Reed is running FULL-SPEED down a residential street, in and out of
backyards and over fences, dodging attack dogs, etc.

CUT TO:

177 INT. RAHAD JACKSON'S HOUSE - THAT MOMENT

RAHAD storms around his house, the SHOTGUN in his hand. The two battered
YOUNG WOMEN are shaking and shivering in a corner --

                            RAHAD

        What the fuck . . . what the fuck . . . what the fuck.

Rahad rants and raves incoherently, sets down the shotgun for a moment to
take a hit from his crack pipe. A DISCO song is playing LOUDLY and Rahad is
dancing. HOLD, THEN:

ANGLE, A WALL IN THE HOUSE

a red flash hits the wall . . . then a blue flash hits the wall.

ANGLE, RAHAD

he looks at the wall and sees the red-blue flash.

CAMERA DOLLIES IN ON RAHAD. He smiles.

More RED-BLUE FLASHES hit the house and the SOUNDS of POLICE ACTION start
to BUILD . . .

                            RAHAD

                It's coming down, coming down.

. . . RAHAD PICKS UP THE SHOTGUN, SMASHES THE WINDOW AND FIRES OFF A SHOT
TOWARDS THE OC POLICE ACTION . . .

. . . OC POLICE FIRE BACK ABOUT ONE MILLION BULLETS THAT RIP INTO RAHAD,
SENDING HIM BACK, STUMBLING ACROSS THE HOUSE, FURTHER AND FURTHER . . .
BULLETS RIP INTO THE TWO GIRLS, KILLING THEM.

OVERHEAD ANGLE, STRAIGHT DOWN:

Rahad's dead body falls next to Todd's dead body . . . a BEAT later, the
Asian Kid finally falls over, face down next to them . . .

QUICK FADE OUT, CUT TO:

178 OMITTED

179 OMITTED

180 INT. DIRK'S CORVETTE - MOVING - NIGHT

HOLD CU. ON DIRK. He's driving fast. Paranoid and freaked. The car starts
to sputter . . . slows . . . Dirk panics when he sees the gas tank . . .
ECU. The Gas Tank Display. The orangle needle is on, "E."

CUT TO:

TITLE CARD: "Fourteen Miles Later"

CUT TO:

181 EXT. STREET/OUTSIDE LOS ANGELES - DAWN (LATER)

Dirk's car is out of gas. He pushes the car off the main boulevard and down
a side street.

CUT TO:

182 EXT. SIDE STREET - THAT MOMENT

Dirk pushes his car down a small cul-de-sac, hops in and pulls the
emergency brake.

He looks around a moment. HOLD. CAMERA DOLLIES IN CLOSE ON HIS FACE. He
looks at the street signs.

OVERHEAD ANGLE, INTERSECTION.

Dirk walks to the middle of the intersection and looks up at the signposts.
It reads, "Troost Street."

He walks down this street, looking at the houses. He walks a full two
blocks down, stops, looks: He's standing in front of his PARENTS HOUSE. It
looks just the same.

A young PAPERBOY rides past and throws the paper, hitting Dirk in the head.
He hesitates, then walks up the steps;

CAMERA MOVES IN SLOWLY ON THE DOOR, LANDS IN A CU. OVER HIS SHOULDER. He
knocks. Moments later . . . the door opens; A young woman in a bathrobe
with a BABY on her hip opens the door. This is SHERYL LYNN, who we met
earlier.

                        SHERYL LYNN

                            Yes?

                            DIRK

                        . . . hello.

                        SHERYL LYNN

                        Can I help you?

BEAT.

                        SHERYL LYNN

                    Eddie . . . ? Eddie.

Dirk hesitates a moment, then recognizes Sheryl Lynn.

                            DIRK

        . . . what are you doing here? Where's my mother?

                        SHERYL LYNN

                Eddie . . . I can't believe it . . .

                            DIRK

            . . . I'm looking for my mother . . .

            I'm looking for my father and mother.

                        SHERYL LYNN

            Eddie, honey . . . my God . . . you just . . .

                            DIRK

                Why are you in this house? I don't

                want to see you, I want my mother.

                        SHERYL LYNN

                I live here now. With my husband.

                            DIRK

                        Where's my mom?

                        SHERYL LYNN

                    You should come in --

BEAT. HOLD CU. ON DIRK.

                            DIRK

            No . . . no. Jesus Christ, I know what

                    you're gonna say --

                        SHERYL LYNN

                Eddie, I can tell you what happened,

                just let me tell you inside here --

                            DIRK

                Just tell me. Just tell me.

                        SHERYL LYNN

                They passed . . . last May --

The baby starts to cry. Dirk doesn't move;

                            DIRK

                    . . . how . . . ?

                        SHERYL LYNN

            Eddie, come inside right now, please.

                            DIRK

                    YOU TELL ME, LADY.

                        SHERYL LYNN

                There was no way to find you, to get

        in touch with you. To tell you all these things --

                            DIRK

                    TELL ME RIGHT NOW, YOU.

                        SHERYL LYNN

                Eddie, it was out of the blue

            and there was a man and he was speeding and

                he was drunk and they didn't --

CUT TO:

183 EXT. INTERSECTION - DAY

A little Station Wagon enters the intersection with the right of way but is
IMMEDIATELY AND POWERFULLY CRUNCHED by a SPEEDING MALIBU that barrels into
the intersection.

The STATION WAGON is THROWN fifty yards away. A HORN blows . . .

CAMERA DOES A SLOW DOLLY IN TOWARDS THE STATION WAGON. Dirk's MOTHER and
FATHER are SOAKED IN BLOOD.

CAMERA DOES A SLOW DOLLY IN TOWARDS THE SPEEDING MALIBU. Half in/half
through the windshield of this car is JOHNNY DOE.

QUICK FADE OUT, CUT TO:

184 EXT. DIRK'S HOUSE/TORRANCE - THAT MOMENT

Back to the scene. HOLD ON DIRK.

                        SHERYL LYNN

                It was just some drunk kid, Eddie.

                            DIRK

                    -- why do you live here?

                        SHERYL LYNN

                My husband and I bought this house.

                            DIRK

                    Why? Why did you do that?

                        SHERYL LYNN

                        Eddie, please --

                            DIRK

                This is my house. THIS IS MY HOUSE.

                What the fuck? What the fuck are you

                doing here? I don't want to see you,

            I need to see my mother. I want my mother.

CUT TO:

185 INT. SHERYL LYNN'S HOUSE - MOMENTS LATER

CAMERA HOLDS IN THE KITCHEN. Sheryl Lynn makes breakfast with the baby on
her hip. Her HUSBAND sits nearby in his bathrobe, watching the situation
and keeping quiet.

Dirk is on the phone in the living room. WE HEAR ONLY MUFFLED BITS FROM HIS
CONVERSATION.

                            DIRK

                        (into phone)

        . . . Scotty. It's Dirk . . . yeah . . . yeah . . .

            lemme talk to him . . . Reed . . . yeah. Yeah.

                            (beat)

        Are you sure . . . ? Yeah, okay . . . in a little . . .

Dirk hangs up, looks at Sheryl Lynn and her husband.

                        SHERYL LYNN

                    Is everything alright?

Dirk nods. She sets him up with a cup of coffee.

                        SHERYL LYNN

            You made something of yourself, Eddie.

She smiles, nods, points to the living room.

                        SHERYL LYNN

            I have all of your tapes . . . I've seen

            all of your films . . . I knew you'd do

                something special with it . . .

Dirk looks and sees that she has a collection of about 100 videotapes on a
shelf . . . the Husband looks a little depressed . . . the Baby cries . . .
DOLLY IN A LITTLE ON DIRK.

CUT TO:

186 INT. JACK'S HOUSE - MORNING (LATER)

CAMERA holds on the hallway that looks towards the front door. It opens
slowly and Dirk steps inside. He takes his sunglasses off and stands a
moment.

OC we hear some noises coming from the kitchen. Sounds of someone cooking
something. The SOUND from the television.

A few moments pass and Jack enters the HALLWAY and FRAME. Jack and Dirk
stand a moment, looking at each other in silence. Dirk looks down, fiddles
with his sunglasses, loses it;

                            DIRK

                    Can you please help me?

HOLD.

CUT TO:

187 INT. JACK'S OFFICE - DAY - MOMENTS LATER

Dirk has broken down in Jack's arms. Jack hugs him and pets his head. AMBER
enters, brings Dirk a glass of water and sits next to them on the couch.
CAMERA DOLLIES IN SLOW.

                            JACK

                It's alright, boy. It's alright.

FADE OUT.

188 EXT. DOORWAY - DAY "Sequence "E"

CAMERA holds on a doorway. Buck steps out, dressed in a BREAK DANCER
outfit, looks INTO CAMERA:

                            BUCK

                Did I hear somebody say DEALS?

CAMERA CONTINUES BACK TO REVEAL the store front of "BUCK'S SUPER COOL
STEREO STORE," with a huge banner that reads, "Grand Opening."

                            BUCK

                This weekend and this weekend only

            Buck's Super Cool Stereo World is making

                Super-Cool Deals on ALL name brands.

REVERSE ANGLE: AMBER and KURT LONGJOHN are standing next to a VIDEO CAMERA,
filming a COMMERCIAL for Buck's store.

                            BUCK

                We're open, we're ready -- all you

            need to do is walk over, get down and

                    come inside us --

                            AMBER

                        Cut. Excellent.

CUT TO:

189 INT. HIGH SCHOOL CLASSROOM - DAY

CAMERA DOLLIES IN ON ROLLERGIRL. She's sitting at a desk, deep in the
middle of taking the GED test. She starts to drift, looking out the window
. . . then back to the test.

CUT TO:

190 INT. BAKERSFIELD RETIREMENT HOME - DAY

CAMERA DOLLIES IN ON BECKY. She's wearing a UNIFORM and working with a
group of OLD FOLKS in the retirement home. She feeds Mr. Brown some soup
and smiles.

CUT TO:

191 INT. JAIL CELL - NIGHT

THE COLONEL sits in a jail cell with a large black man, TYRONE.

                        COLONEL

                        Tyrone?

                            TYRONE

                        Yes, Colonel.

                        COLONEL

                        Tell me.

                            TYRONE

                    You know that I love you.

                        COLONEL

                    I like hearing you say it.

                            TYRONE

                You're my bitch. You always will be.

BEAT. THE CAMERA DOLLIES IN ON THE COLONEL. He smiles.

CUT TO:

192 EXT. HOT TRAXX NIGHTCLUB - DAY

MAURICE is standing out front with his two BROTHERS who are fresh off the
boat . . . they're unveiling a new sign in front of the club -- the sheet
drops to reveal;

"RODRIGUEZ BROTHERS NIGHTCLUB"

CUT TO:

193 INT. NIGHTCLUB/CABARET - NIGHT

CAMERA moves across the small audience to the stage where REED is doing a
MAGIC SHOW. He's wearing a leotard and floating some brass rings in
mid-air. He snaps his fingers and they drops into his hands -- he takes a
bow and does a little dance.

CUT TO:

194 INT. HOSPITAL/DELIVERY ROOM - DAY

CAMERA is HAND-HELD as JESSIE ST. VINCENT is screaming and kicking her way
through labor. BUCK is holding her hand. SCOTTY J. is with them, filming
the whole thing with a VIDEO CAMERA.

                            BUCK

                C'mon, honey, c'mon, c'mon, c'mon.

                            JESSIE

            JESUS MOTHER FUCKING CHRIST ALMIGHTY HELL.

We hear a BABY pop out, kicking and screaming.

                            DOCTOR

                Yes, yes, Jessie. It's a boy.

CUT TO:

End Sequence "E"

195 EXT. JACK'S DRIVEWAY - DAY (June 84)

An EQUIPMENT TRUCK backs up towards CAMERA. ROCKY, SCOTTY J. and KURT
LONGJOHN enter FRAME and lift the back up to reveal; a whole set of VIDEO
EQUIPMENT. They begin to unload it . . .

STEADICAM PULLS BACK and Jack enters FRAME, smiling and walking back into
the house . . . this is one continous shot . . . as he moves through,
interacting with:

MAURICE is cooking some stuff up in the kitchen. Smoke everywhere.

                            JACK

                Maurice, honey, turn the fan on.

                        MAURICE

                    It smells good, though.

                            JACK

                It's stinkin' up the whole house.

ROLLERGIRL is skating around, listening to headphones.

                            JACK

            Rollergirl, honey, please, I just had

                    the floors redone.

                        ROLLERGIRL

                            What?

                            JACK

            Your skates on the wood floor, please.

                        ROLLERGIRL

                            What?

                            JACK

            Are you going deaf? Turn the music down --

                        ROLLERGIRL

            Jack, I can't hear a word you're saying.

BUCK is setting up a new audio/video system in Jack's living room. He
explains some technical information about the new format of "compact
discs."

                            JACK

            Just do me a favor and make it work, Buck.

                            BUCK

            Did I talk to you about the modification

                    you're gonna need?

                            JACK

                    Don't. Don't do it, Buck.

                            BUCK

                Jack -- you stick with the bass

                you got and it's not gonna be loud.

                            JACK

                I don't listen to it loud, alright?

                I just wanna hear something, okay?

Jack continues out to the POOL AREA. REED is swimming with the BABY. JESSIE
ST. VINCENT is doing an oil painting of them.

                            JACK

                Look at this, he's a swimmer!

                            JESSIE

                        (to the baby)

            Can you say hello to your Uncle Jack?

                            JACK

                        (to Jessie)

            He's not gonna piss in the pool, is he?

                            JESSIE

                    I don't think so.

JACK walks back in the house, down the hallway, CAMERA PANS to a PICTURE on
the wall of LITTLE BILL then PANS back to Jack,who continues down the hall
into --

AMBER'S BEDROOM.

She's sitting in front of her make-up table. He sits next to her;

                            AMBER

                        Are we ready?

                            JACK

                        Plenty of time.

                            AMBER

                    What are you looking at?

                            JACK

                I'm looking at you, my darling.

                            AMBER

                        You're staring.

BEAT. He leans in, gives her a kiss on the cheek and says;

                            JACK

            You're the foxiest bitch I've ever known.

CUT TO:

196 INT. JACK'S HOUSE/BEDROOM - DAY - THAT MOMENT

Dirk is sitting in a jean costume, script in front of him for the new film,
working on the lines. He's cleaned up a bit, hair slicked back. He looks in
the mirror;

                            DIRK

                I've been around this block twice

                looking for something . . . a clue.

            I've been looking for clues and something

        led me back here . . . yeah . . . so here I am.

                            (beat)

                    Coulda been me who was at

            Ringo's place when the shit went down . . .

                            (beat)

            Hey . . . I know how it is . . . cause I been

            there . . . we've all done bad things . . . .

                We all have those guilty feelings in

                our hearts . . . you wanna take your

            brain out of your head and wash it and

            scrub it and make it clean . . . well no.

                            (beat)

            But I'm gonna help you settle this . . .

                            (beat)

                First we're gonna check for holes,

            see what we can find . . . then we're

            gonna get nice and wet . . . so you're

                gonna spread your legs . . .

                            (beat)

            That's good . . . so you know me, you

                know my reputation . . . thirteen

                inches is a tough load, I don't

                treat you gently . . . That's right:

                    I'm Brock Landers.

                            (beat)

                So I'm gonna be nice and I'm gonna

                ask you one more time . . .

                            (beat)

                    Where the fuck is Ringo?

Dirk stands up, unzips his pants and lets his cock hang out. He looks at
the REFLECTION of it in the mirror;

                            DIRK

                I'm a star, I'm a star, I'm a star.

                I'm a star. I'm a star, I'm a big

                    bright shining star.

He puts his cock back in his pants, does a final karate kick and walks out
of the room, closing the door behind him.

                            END

                    NEW LINE CINEMA PRESENTS

                        BOOGIE NIGHTS

                    Written and Directed By

                    PAUL THOMAS ANDERSON

                        Produced By

                        LLOYD LEVIN

                        JOHN LYONS

                    PAUL THOMAS ANDERSON

                        JOANNE SELLAR

                    Executive Producer

                        LAWRENCE GORDON

                    Co-Executive Producers

                        MICHAEL DE LUCA

                        LYNN HARRIS

                        Co-Producer

                        DANIEL LUPI

                    Director of Photography

                        ROBERT ELSWIT

                    Production Designer

                        BOB ZIEMBICKI

                            Editor

                        DYLAN TICHENOR

                        Costume Designer

                        MARK BRIDGES

                        Music By

                        MICHAEL PENN

                        Casting By

                        CHRISTINE SHEAKS

                        DON CHEADLE

                            played

                        Buck Swope

                        HEATHER GRAHAM

                            played

                        Rollergirl

                        LUIS GUZMAN

                            played

                    Maurice TT Rodriguez

                    PHILIP BAKER HALL

                            played

                        Floyd Gondolli

                    PHILIP SEYMOUR HOFFMAN

                            played

                        Scotty J.

                        THOMAS JANE

                            played

                        Todd Parker

                        RICKY JAY

                            played

                        Kurt Longjohn

                        WILLIAM H. MACY

                            played

                        Little Bill

                        ALFRED MOLINA

                            played

                        Rahad Jackson

                        JULIANNE MOORE

                            played

                        Amber Waves

                    NICOLE ARI PARKER

                            played

                        Becky Barnett

                        JOHN C. REILLY

                            played

                        Reed Rothchild

                        BURT REYNOLDS

                            played

                        Jack Horner

                        ROBERT RIDGELY

                            played

                    The Colonel James

                        MARK WAHLBERG

                            played

                        Dirk Diggler

                        MELORA WALTERS

                            played

                    Jessie St. Vincent

                        NINA HARTLEY

                            played

                    Little Bill's Wife

                        MICHAEL JACE

                            played

                            Jerome

                        JACK WALLACE

                            played

                            Rocky

                        JOHN DOE

                            played

                        Amber's Husband

                        JOANNA GLEASON

                            played

                        Dirk's Mother

                        LAUREL HOLLOMAN

                            played

                        Sheryl Lynn

                        JONATHON QUINT

                            played

                        Johnny Doe

                        STANLEY DESANTIS

                            played

                        Buck's Manager

                        Dedicated to

                        ERNIE ANDERSON

                        (1923-1997)

                        Dedicated to

                        ROBERT RIDGELY

                        (1932-1997)

                A LAWRENCE GORDON PRODUCTION

            IN ASSOCIATION WITH GHOULARDI FILM COMPANY

                    A.P.T. ANDERSON PICTURE

DANIEL LUPI Unit Production Manager

JOHN WILDERMUTH First Assistant Director

ADAM DRUXMAN Second Assistant Director

                            CAST

MAURICE T.T. RODRIGUEZ Luis Guzman

JACK HORNER Burt Reynolds

AMBER WAVES Julianne Moore

HOT TRAXX WAITER Rico Bueno

REED ROTHCHILD John C. Reilly

BECKY BARNETT Nicole Ari Parker

BUCK SWOPE Don Cheadle

ROLLERGIRL Heather Graham

EDDIE ADAMS/DIRK DIGGLER Mark Wahlberg

LITTLE BILL William H. Macy

HOT TRAXX CHEF Samson Barkhordarian

LITTLE BILL'S WIFE Nina Hartley

BIG STUD Brad Braeden

DIRK'S MOTHER Joanna Gleason

DIRK'S FATHER Lawrence Hudd

STEREO CUSTOMER Michael Stein

BUCK'S MANAGER Stanley DeSantis

TEACHER Patricia Forte

HIGH SCHOOL/COLLEGE KID Kai Lennox

SHERYL LYNN Laurel Holloman

JOHNNY, LIMO DRIVER Jason Andrews

THE COLONEL JAMES Robert Ridgely

COLONEL'S LADY FRIEND Amber Hunter

YOUNG STUD Greg Lauren

WATCHER #1 Tom Dorfmeister

WATCHER #2 Jake Cross

KURT LONGJOHN Ricky Jay

SCOTTY J. Philip Seymour Hoffman

ROCKY Jack Wallace

HOT TRAXX DJ Selwyn Emerson Miller

COLONEL'S HOT TRAXX GIRLFRIEND Jamielyn Gamboa

BECKY'S GIRLFRIEND Melissa Spell

BECKY'S GIRLFRIEND'S FRIEND Raymond Laboriel

JESSIE ST. VINCENT Melora Walters

AWARDS CEREMONY BAND Jon Brion

Brian Kehew

Robin Sharp

Audrey Wiechman

RAPHAEL Tim 'Stuffy' Soronen

JEROME Michael Jace

FLOYD GONDOLLI Philip Baker Hall

FLOYD'S KIDS (BOYS) Alexander D. Slanger

Thomas Lenk

FLOYD'S KIDS (GIRLS) Lexi Leigh

Laura Gronewald

TODD PARKER Thomas Jane

MUGSY, JACK'S BARTENDER Vernon Guichard II

NEW YEAR'S EVE YOUNG STUD Tony Tedeschi

KC SUNSHINE Leslie Redden

MINISTER Gregory Daniel

JOHNNY DOE Jonathon Quint

NICK, THE ENGINEER Michael Penn

BANK WORKER Don Amendolia

SUMMER/SKYE (JACUZZI GIRLS) Themselves

BURT, STUDIO MANAGER Robert Downey, Sr. (A Prince)

JUDGE Veronica Hart

LAWYER Jack Riley

AMBER'S HUSBAND John Doe

SURFER Cannon Roe

SURFER PUNKS Mike Gunther

Michael Raye Smith

Michael Scott Stencil

DONUT BOY Dustin Courtney

MAN WITH GUN Allan Graf

PUERTO RICAN KID Jose Chaidez

RAHAD'S BODYGUARD B. Philly Johnson

RAHAD JACKSON Alfred Molina

COSMO (RAHAD'S BOY) Joe G.M. Chan

TYRONE Goliath

MAURICE'S BROTHERS Israel Juarbe

George Anthony Rae

DOCTOR Eric Winzenried

HOT TRAXX DANCERS Sharon Ferrol

Anne Fletcher

Scott Fowler

Melanie A. Gage

Eddie Garcia

Sebastian LaCause

Lance MacDonald

Diane Mizota

Nathan Frederic Prevost

Lisa E. Ratzin

Dee Dee Weathers

Darrel W. Wright



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