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A PRETTY YOUNG WOMAN is standing on the street corner waiting for a bus...

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A PRETTY YOUNG WOMAN is standing on the street corner waiting for a bus...

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FADE IN:

EXT. PROVIDENCE, RHODE ISLAND - WINTER MORNING

A PRETTY YOUNG WOMAN is standing on the street corner waiting for a bus. She's carrying
books and looking very collegiate.

A black stretch LIMOUSINE with darkened windows drives past, SLAMS ON ITS BRAKES,
and backs up. The Young Woman stares at her reflection in the windows, wondering what this is
all about.

Finally, the REAR PASSENGER WINDOW zips down, revealing LLOYD CHRISTMAS, age
30. He's a pleasant-enough looking guy, if a little shaggy. He's wearing a dark suit.

LLOYD
Excuse me, can you tell me how to get
to the medical school? I'm supposed
to be giving a lecture in twenty
minutes and my driver's a bit lost.

YOUNG WOMAN
(heavy European accent)
Go straight aheads and makes a left
over za bridge.

Lloyd checks out her body.

LLOYD
I couldn't help noticing the accent.
You from Jersey?

YOUNG WOMAN
(unimpressed)
Austria.

LLOYD
Austria? You're kidding.
(mock-Australian accent)
Well, g'day, mate. What do you say
we get together later and throw a few
shrimp on the barbie.

The Young Woman turns her back to him and walks away.

LLOYD (CONT.)
(to self)
Guess I won't be going Down Under
tonight�

He SIGHS and zips the window back up.

INT. LIMO

Lloyd climbs through the driver's partition into the front seat. Then he puts a CHAUFFEUR'S
CAP on his head and drives away. We see that HE'S THE DRIVER!

The dispatch radio CRACKLES TO LIFE:

DISPATCHER
(v.o.)
Carr 22, come in, car 22�

Lloyd grabs his CB mike.

LLOYD
This is 22.

DISPATCHER
22, where the hell are you, Lloyd?
You're running late on the East Side
pick-up.

LLOYD
Cool your jets, Arnie. I'm on my
way.

DISPATCHER
(v.o.)
Well hurry it up. And make sure you park legally. One more ticket and
your ass is history.

CUT TO:

EXT. MUTT CUTS DOG SALON - DAY

This building is white with black spots on it, like a DALMATION. Over the front door is an
awning shaped like a DOG'S SNOUT, whiskers included. A van pulls up outside.

The vehicle is decorated like a GIANT POODLE, with four legs hanging off the sides, a tail in the
rear, and a dog's snout on the front grill. MUTT CUTS is written on the side of it.

HARRY DUNNE climbs out. He's in his early 30s and dressed in a ridiculous BEAGLE
COSTUME, including a CAP WITH FLOPPY EARS. He goes to the rear of the van, opens it,
and a swarm of DOGS pile out.

HARRY
Okay, gang, single file. You know
the rules: No pushing, no humping,
and no sniffing heinies�

The door to the shop opens and Harry's annoyed boss, MR. PALMER, sticks his head out.

PALMER
Hey, why aren't those mutts on
leashes?

HARRY
The same reason you're not on a
leash, sir � because it's demeaning
and it chafes like hell.

PALMER
Just get them in here now! They all
have to be bathed and clipped in an
hour.

Palmer disappears back inside. Harry CALLS to the dogs but they pay no attention. He struggles
to keep them from wandering off. He grabs a couple of SMALL POOCHES and sits them on a
wall.

HARRY
You kids stay right here�

As he turns to round up the other, we discover that the wall isn't a wall � it's a flatbed truck. The
truck drives away, taking the two dogs with it.

HARRY (CONT.)
(at truck)
Hey, wait a minute!

Harry chases after the vehicle.

CUT TO:

EXT. EAST SIDE ESTATE - DAY

Lloyd Christmas pulls the limousine into a long, tree-lined driveway. He gets out and looks up in
awe at an IMPRESSIVE STONE MANSION. He WHISTLES to himself, then walks to the front
door and RINGS THE BELL.

The double-front doors of the mansion open and MARY SWANSON appears. She's 25 and
gorgeous. Lloyd's jaw drops open when he lays eyes on her.

MARY
Hello.
(beat)
I'll be just a minute�

As Mary steps back inside, Lloyd takes out a tiny can of Binaca. He sprays his mouth, under his
arms, his hair, behind his ears�

CUT TO:

INT. LIMO - DAY

Lloyd is driving and Mary is in the back, looking out the window, lost in thought. She's got a
BRIEFCASE resting on her lap and she fingers the leather nervously. Lloyd keeps glancing at her
in the rear-view mirror, but for a moment he is speechless. Then:

LLOYD
Why you going to the airport? Flying
somewhere?

MARY
(dead-pan)
How'd you guess?

LLOYD
Well, I saw your luggage, then when I
noticed the airline ticket, I put two
and two together.
(beat)
So where you heading?

MARY
Aspen.

LLOYD
Oh, you're gonna love it. I hear
California's beautiful this time of
year.

Mary looks back out the window and Lloyd sneaks another glance.

LLOYD
Name's Christmas. Lloyd Christmas.

MARY
I'm Mary.

ON LLOYD - we can almost see his mind work. He's desperate to impress her.

LLOYD
Uh, this isn't my real job, you know.
It's only temporary.

MARY
Oh?

LLOYD
Yeah, you see, my friend Harry and I
are saving up our money so we can
open our own pet store.

MARY
That's nice.

LLOYD
(smiling)
I got worms.

MARY
I beg your pardon?

LLOYD
That's what we're gonna call it: I
Got Worms. We're gonna specialize in
selling worm farms � you know, like
ant farms. A lot of people don't
realize that worms make much better
pets than ants. They're quiet,
affectionate, they don't bite, and
they're super with the kids.

MARY
Aren't ants quiet, too?

Lloyd realizes she has a point.

LLOYD
Uh� well, sure � but they aren't half
as affectionate. And if you cut an
ant's head off, it won't grow back.

MARY
I see.

LLOYD
And best of all, worm farming is a
seventy-five-thousand-dollar-a-year
industry. I wouldn't mind having a
piece of that pie, if you know what I
mean.

To her credit, she doesn't. They continue driving. Mary looks at her watch and crosses her legs.
Lloyd can see that she's concerned about something.

LLOYD (CONT.)
What's the matter? Little tense
about the flight?

MARY
(beat)
Something like that.

Lloyd SWIVELS AROUND and STARES over his shoulder at her.

LLOYD
It's really nothing to worry about,
Mary. Statistically, they say you're
more likely to get killed on the way
to the airport. You know, like in a
head-on crash, or something.

MARY
Um, Lloyd, could please keep your
eyes on the road.

LLOYD
Good thinking. There's a lot of bad
drivers out there.

Lloyd turns back to the steering wheel.

CUT TO:

EXT. AIRPORT - DAY

Lloyd is putting the last bags on a cart. He closes the trunk and turns to Mary. She looks nervous
and disconcerted as she reaches into her purse. She pulls out a ten-dollar tip.

MARY
Here you go.

LLOYD
Keep it. It was my pleasure.

For the first time, Mary Swanson offers a slight smile. This makes her more lovely than ever.

LLOYD (CONT.)
Relax, Mary. Just get trashed and
pass out. You'll be there before you
know it.

MARY
Thanks Lloyd.
(beat)
And good luck with your worms.

Then she PICKS UP HER BRIEFCASE and walks into the terminal, followed by a PORTER
pushing her bags. Lloyd watches her, ENCHANTED, until she's out of sight.

Afterwards, he climbs back into the limo, LOVESICK. For a moment he doesn't even have the
energy to turn the key. He just drops his head against the steering wheel, DEVASTATED. There's
a TAP on the window. Lloyd looks up to see a POLICE OFFICER standing there.

POLICE OFFICER
Come on, move it, you're in a red
zone.

Lloyd starts the limo and pulls away.

CUT TO:

INT. AIRPORT TERMINAL - DAY

Mary looks tense as she moves through the throngs of travelers. Her pace is slow, deliberate, and
her eyes are focused straight ahead.

She passes a row of phone botths and two MEN � one dressed in an ARMANI SUIT, the other in
a PLAID SPORTCOAT � watch her.

ARMANI SUIT
She's gonna leave the briefcase at
the foot of the escalator. You make
the pick-up.

PLAID SPORTCOAT
Piece of cake.

EXT. AIRPORT TERMINAL - DAY

As Lloyd pulls his limo slowly away, he glances in the airport window and SEES MARY
WALKING ALONG.

When she stops at the foot of the escalator, he stops, too. She puts down the briefcase and checks
her coat pocket for her ticket. Lloyd's attention is distracted by a HONK. He turns to see a car
directly behind him.

LLOYD
(to car's driver)
Drive around me, you pinhead!

When he turns back to watch Mary in the terminal he sees that SHE'S GONE, and she's LEFT
HER BRIEFCASE AT THE FOOT OF THE STAIRS. Lloyd jumps to ATTENTION.

He pulls the car into a HANDICAPPED SPOT and hops out. He starts to run into the terminal,
then notices the Police Officer and suddenly goes into a spastic walk, limping and dragging him leg
behind him like a palsy victim.

INT. AIRPORT TERMINAL

The Armani Man nods to the Plaid Sportcoat and he starts to approach the briefcase. Just as Plaid
Sportcoat is reaching for the handle, LLOYD RUNS BY AND GRABS IT. He CONTINUES UP
THE ESCALATOR three steps at a time. The two men look at each other, dumbstruck.

INT. AIRPORT TERMINAL - BOARDING GATE

Lloyd runs with the briefcase to the TV monitors that post the departure times. He looks
frantically at the confusion of numbers.

LLOYD
Damn!

QUICK CUT of a dejected Lloyd looking out the window as he watches as Mary's airplane taxiing
away.

EXT. AIRPORT TERMINAL - DAY

Lloyd comes out with the briefcase, passing the two men, who FOLLOW HIM AT A
DISTANCE. He starts walking down the sidewalk when suddenly he STOPS IN HIS TRACKS.

HIS POV - his limo is being towed away � under the supervision of the Police Officer.

He takes off after it, but to no avail.

LLOYD
You can't do this! I'll lose my job!

As Lloyd watches the limo get towed out of site, he runs his fingers through his hair.

CUT TO:

EXT. APARTMENT BUILDING - AFTERNOON

We see the Mutt Cuts van pull up and park at the curb. A dejected Harry climbs out. At the same
time, a taxi pulls up and drops off Lloyd. (He's clutching Mary Swanson's briefcase.) Both he and
Harry climb the steps of the building. They disappear inside without acknowledging each other.

ON THE OTHER SIDE OF THE STREET - a black Cadillac pulls up and parks. Inside are the
Armani suit and the Sportcoat. They are J.P. SHAY and JOSEPH MENTALINO (aka JOE
MENTAL).

MENTAL
Who the hell do you figure this guy's
working for?

SHAY
I don't know, but we'd better find
out�

Mental takes some PILLS and starts CHOMPING them.

SHAY (CONT.)
Your ulcer?

MENTAL
It ain't gonna kill me.

INT. APARTMENT CORRIDOR

Lloyd and Harry trudge up the stairs and proceed silently toward the door of their apartment.

INT. APARTMENT - LIVING ROOM

Lloyd and Harry ENTER and pass each other quietly as they both plunk down in their favorite
easy chairs. (Lloyd still has the briefcase in his lap.) Harry's caged parakeet, PETEY, tweets hello,
but the two guys just sit there SILENTLY.

The place is a mess. Wallpaper's peeling off the walls. The carpet is threadbare and filthy. In the
corner we see a miniature WORM FARM and a large terrarium filled with dirt and worms. Here
are a couple pieces of haggard furniture with stuffing spilling out of the gashes.

HARRY
I got fired again.

Lloyd shakes his head.

LLOYD
I don't mean to be harsh, Harry, but
let's face it, you are one pathetic
loser. No offense.

HARRY
None taken. Were you shitcanned,
too?

LLOYD
Of course not.
(beat)
I quit.

HARRY
Why'd you quit?

LLOYD
I had a hunch Arnie was gonna fire
me.

HARRY
Why didn't you wait and see if
your suspicions were well-founded?

LLOYD
Winners control their own destiny,
Har.

Lloyd fetches a couple beers from the fridge and throws one to him.

HARRY
You know, the thing that really chaps
my ass is that I just spent my life
savings turning my van into a poodle.
(beat)
The alarm alone cost me two hundred.

LLOYD
Big deal. That car's an old bomb
anyway.

HARRY
What are you talking about? It's
only six years old.

LLOYD
That's forty-two in dog years.

They open their beers and drink simultaneously. Then Harry notices the briefcase.

HARRY
What's with the briefcase?

LLOYD
It's a love memento.

HARRY
Huh?

LLOYD
The most beautiful woman alive. Her
name was Mary. I drove her to the
airport. Sparks flew, emotions ran
high, breasts heaved. She left this
case in the terminal and flew to
Aspen and out of my life. End of
story.

HARRY
What's in it?

LLOYD
DO you really expect me to go
snooping around in someone else's
private property?

HARRY
Why not?

LLOYD
(beat)
It's locked.

They take another sip of their beers. Suddenly we hear a LOUD KNOCK at the door. Petey the
parakeet starts to SQUAWK. The guys look at each other, ALARMED, then Harry tip-toes to the
PEEPHOLE.

HARRY'S POV - a DISTORTED-LOOKING J.P. Shay and Joe Mental are standing at the door.

LLOYD
(WHISPERING to Harry)
Friend or foe?

HARRY
(WHISPERING)
We don't have any friends.

Harry is still squinting out the peephole.

HARRY
Can't recognize them. Could be
student loan thugs again, or the IRS,
or maybe somebody pissed off about
that case of Girl Scout cookies you
bounced a check on.

LLOYD
Hey, I ordered Mystic Mint. The
little swindlers gave me Peanut
Butter Praline.

HARRY
Well, whoever they are, they look
serious. One of them's even wearing
plaid.

LLOYD
(cringing)
That's a hostile pattern. I say we
bail and get down to unemployment.

Lloyd GRABS THE BRIEFCASE and the two of them EXIT out the window and down the fire
escape.

CUT TO:

EXT. UNEMPLOYMENT OFFICE - AFTERNOON

The poodle van pulls up to the curb in front of the building and PARKS NEXT TO A FIRE
HYDRANT. Lloyd and Harry climb out. Lloyd takes a trash can and places it OVER THE
HYDRANT, COVERING IT COMPLETELY.

INT. STANLEY GRABNER'S OFFICE - UNEMPLOYMENT OFFICE - AFTERNOON

STANLEY GRABNER is small, plump, balding, not a lot of laughs.

GRABNER
Gentlemen, I'm delighted to say that
neither I nor the unemployment
department of the state of Rhose
Island can do anything for you.
(beat)
You've run out of chances. You're
unemployable. Remember last year?
Middle of winter I busted my butt to
get you both prime jobs. Twelve-
fifty an hour, and you went and blew
it!

LLOYD
Blew it? For your information, we
only missed three days in two months.

HARRY
Yeah, and that was because of a
blizzard

GRABNER
(exploding)
YOU WERE SNOW PLOW OPERATORS!

Grabner falls back in his chair, exhausted.

HARRY
Come on, Stan. I'm sure you can find
something else for us. How about
another crack at that Suicide
Hotline?

Grabner jumps up.

GRABNER
OUT!!!!!

CUT TO:

INT. HARRY & LLOYD'S APARTMENT - AFTERNOON

J.P. Shay is looking through Harry and Lloyd's kitchen cupboards as Joe Mental comes out of the
bedroom.

MENTAL
The briefcase ain't here. He must've
taken it with him.

J.P. SHAY
Shit.
(beat)
Well he's gotta come home sometime.

Joe Mental ominously approaches Petey the parakeet's cage.

MENTAL
Maybe we should leave him a little
message to let 'em know we're playing
hardball.

Mental opens the cage door and wraps his meaty fist around the bird, who SCREECHES IN
TERROR.

MENTAL (CONT.)
(a la Tweety Bird)
I taut I taw a puddy cat.

Mental smiles, and as we PAN to J.P. Shay, we hear a bone-chilling O.S. SNAP and Petey the bird
stops SQUAWKING.

MENTAL (CONT.)
(still Tweety)
I did, I did�

DISSOLVE TO:

The Mutt Cuts van pulls up to the curb. A depressed Lloyd and Harry climb out and mope up to
their apartment building entrance.

LLOYD
Give me what's left of our dough.
I'll go to the corner and buy a few
necessities.

Harry hands his friend some crumpled bills.

LLOYD (CONT.)
What's cheaper, Thunderbird or Night
Train?

HARRY
Get Robitussin � it's a better buzz.

CUT TO:

EXT. CORNER GROCERY STORE - NIGHT

Lloyd comes out of the store with his arms full of groceries. He stops at a newspaper machine,
pulls out his WALLET and removes a quarter.

He drops the quarter in the machine, opens it, and realizes that he DOESN'T HAVE A FREE
HAND to pick up the newspaper. He puts his wallet inside the machine, picks up the newspaper,
and as he does so THE MACHINE SLAMS SHUT WITH HIS WALLET STILL INSIDE.

Lloyd SIGHS, puts his grocery bags on the machine, and checks his pockets. NO MORE
CHANGE. Just then, an ELDERLY WOMAN struggles by using a WALKER.

LLOYD
Excuse me, little old lady, do you
have change for a dollar?

ELDERLY WOMAN
Change? No, I'm sorry, I don't�

LLOYD
Well could you do me a favor and
guard this while I go break a dollar?
My wallet's locked in this machine.

ELDERLY LADY
Of course, young man�

Lloyd runs back into the store. We HOLD ON THE STORE DOOR as Lloyd EXITS a few
seconds later with a handful of quarters. Suddenly he stops in his tracks. The ELDERLY LADY,
HER WALKER, AND HIS GROCERIES ARE GONE. As he takes a closer look, he sees that
SHE HAS TAKEN HIS WALLET ALSO.

CUT TO:

INT. APARTMENT BUILDING STAIRWELL - NIGHT

A thoroughly beleaguered Lloyd is trudging empty-handed up the steps to his apartment.

INT. LLOYD & HARRY'S APARTMENT

The door opens and Lloyd ENTERS. Harry is sitting on the couch, looking almost comatose.

HARRY
Where's the booze?

LLOYD
It's gone. I got robbed by Grandma
Walton. She got my wallet, too.

Harry drops his head and lets out a MOAN.

LLOYD (CONT.)
Come on, man, cheer up. We've been
down before. I'm sure we'll land on
our heads somewhere.

HARRY
It gets worse, Lloyd. My parakeet
Petey � he's� he's dead.

Lloyd looks touched by this.

LLOYD
Oh man, I'm sorry, Harry. What
happened?

HARRY
His head fell off.

LLOYD
His head fell off?

HARRY
Yeah, he was pretty old.

Lloyd puts his hand on Harry's shoulder compassionately.

LLOYD
(hopeful)
I don't suppose he had a warranty�?

HARRY
Nah, I bought him used.

As Lloyd thinks about the unfairness of life, he grows upset.

LLOYD
That's it! I've had it with this
dump! We don't have food, we don't
have jobs, our pets' heads are
falling off, we're surrounded by
roving gangs of larcenous old
ladies�

HARRY
Okay, calm down.

LLOYD
No I won't calm down.

Lloyd flops down in a chair.

LLOYD (CONT.)
What the hell are we doing here
anyway, Harry? We've got to get out
of this town.

HARRY
Yeah, and go where?

LLOYD
I'll tell you where: someplace warm,
a place where the beer flows like
wine, where beautiful women
instinctively flock like the salmon
of Capistrano.
(dramatic PAUSE)
I'm talking about Aspen.

HARRY
Aspen?

LLOYD
That's right, Aspen.

HARRY
I don't know, Lloyd, the French are
assholes.

LLOYD
Let me ask you something: do you want
to end up like Petey � dead in some
flea-ridden apartment, face-down on a
Dear Abby column, with a soggy
sunflower seed pressed against your
beak? Or do you want to enjoy your
life?
(beat)
Come on, Harry, don't let Petey's
death be in vain. Don't you see what
he was saying? Spread your wings,
man. he was saying? Spread your wings,
man. Fly.

HARRY
(confused)
What are you talking about, Lloyd?
His head fell off.
(dawning realization)
Wait a second, I know what you're up
to. You just wanna go to Aspen so
you can find that girl who lost her
briefcase � and you need me to drive
you there.

LLOYD
That's bullshit. I'll drive.
(beat)
And what's so wrong about going
someplace where we know someone who
can plug us into the social pipeline?

HARRY
(torn)
I don't know, Lloyd. I think we
should stay here, hunt for jobs, and
keep saving money for the worm store.
I'm getting a little sick and tired
of always running from creditors.

Lloyd moves to the window and looks out at the gray, wintry cityscape.

LLOYD
You know what I'm sick and tired of,
Harry? I'm sick and tired of having
to eek my way through life. I'm sick
and tired of being a nobody.
(beat)
But most of all, I'm sick and tired
of having nobody.

There's a deadly SILENCE as they both think about this. Then Harry tries to lighten the mood. He
opens his arms wide.

HARRY
Come on, Lloyd. Give us a kiss.

LLOYD
On the other hand, maybe you're
right, Harry. Maybe we should stay
here and try our luck in bankruptcy
court. With all those lawsuits
against us, I'm sure we'll win at
least one. It could be a boost to
our egos.

Harry sees that Lloyd has a point. He stands and approaches Petey's cage. His eyes fill with tears.

HARRY
(emotional)
Petey, I made a promise to you once,
man�
(thinking hard)
�and I'll be damned if I can
remember what it was.

CUT TO:

EXT. HIGHWAY - DAY

The Mutt Cutts van is going down the highway while Danny Wilson's "Mary's Prayer" plays on the
soundtrack. The van drives past and we HOLD ON a sign that reads: "YOU ARE LEAVING
PROVIDENCE, RHODE ISLAND. COME BACK SOON." VARIOUS OTHER AERIAL
SHOTS of the car travelling down the road while the song continues to play.

INT. MUTT CUTTS VAN - DAY

Harry's behind the wheel and Lloyd's in the passenger seat. The Animal's "We've Got to Get Out
of This Place" is BLASTING on the radio and the guys are SINGING ALONG:

LLOYD & HARRY
"We've got to get out of this place,
If it's the last thing we ever do,
We've got to get out of this place,
Girl, there's a better life, for me
and you�"

Lloyd turns down the radio.

LLOYD
Well, we're finally doing it. Do you
realize that in all the years we've
known each other, this is the first
time we've done this together.

HARRY
Been run out of town?

LLOYD
Taken a trip.

Harry reaches over and UNDOES HIS SEATBELT. Lloyd watches, curious.

LLOYD (CONT.)
Why'd you do that?

HARRY
What?

LLOYD
Take your seatbelt off.

HARRY
Because we just cleared the danger
zone.

LLOYD
Huh?

HARRY
Don't you know anything, Lloyd?
Ninety percent of all accidents
happen within five miles of home.
We've already traveled 6.3 miles.

Lloyd thinks about this. Then:

LLOYD
Well what about the people who live
around here? What if we got into an
accident with one of them?

Harry considers this, then sheepishly puts his seatbelt back on. Lloyd opens a bag of Doritos and
fiddles with the radio.

HARRY
Where'd you get those?

LLOYD
Bought 'em when we filled up.

HARRY
Lloyd, I thought we agreed to confer
on all expenditures. We're on a
tight budget, remember?

LLOYD
This didn't come out of our travel
fund. I was able to scrape up
twenty-five bucks before we
left. You know, so we could live in
style.

HARRY
Where'd you get twenty-five extra
bucks?

LLOYD
I sold some stuff to Billy in 4-C.

HARRY
You mean the blind kid?

LLOYD
That's right.

Lloyd looks out the window guiltily.

HARRY
What did you sell him, Lloyd?

LLOYD
Just some odds and ends.

HARRY
Specifically?

LLOYD
Oh, a few baseball cards, a sack of
marbles, Petey, three comic books �

HARRY
--Wait a second, are you telling me
you sold my dead bird to a blind kid?

LLOYD
Well who else was I gonna sell it to?

HARRY
But Lloyd, Petey didn't even have a
head.

LLOYD
Put your mind at ease, friend. I
took care of it.

CUT TO:

EXT. APARTMENT BUILDING - DAY

At the bottom of the stairs leading up to the building is a little blind boy, BILLY. He sits in a
wheelchair playing with a PARAKEET WHOSE HEAD IS SCOTCH-TAPED ON. He throws the
dead bird up, but it flops into his lap.

BILLY
Fly!

Joe Mental and J.P. Shay approach and climb the steps.

CUT TO:

CLOSE ON A NOTE - taped to Harry and Lloyd's apartment door. It reads: TO ALL OUR
LOVED ONES - PACKED UP AND DROVE TO ASPEN - HAVE A NICE LIFE - LLOYD
AND HARRY.

PULLBACK to reveal Joe Mental and J.P. Shay.

MENTAL
Those bastards. They're rubbing it
right in our faces.

J.P. SHAY
Shit! Andre will have a goddamn
aneurysm if we don't get that
briefcase back.

MENTAL
Don't worry, we'll get it back. And
I'll tell you something else. They
ain't gonna reach Aspen, either.
I'll make sure of that.

Mental takes out more ANTACID PILLS and starts to chew on them.

EXT. APARTMENT BUILDING - DAY

A pissed-off Shay and Mental EXIT the building. Mental pops more antacid pills into his mouth as
they descend the stairs. Little Billy is still tossing the lifeless parakeet into the air.

BILLY
Come on, boy, fly!

Plop. Then Billy hears Shay and Mental on the steps and CALLS OUT:

BILLY (CONT.)
Excuse me, mister. Is there
something wrong with my bird?

Mental picks up the bird, studies it, then angrily and WINGS IT DOWN THE STREET as hard as
he can.

MENTAL
Don't worry, Ironside, he just flew
south for the winter.

CUT TO:

INT. MUTT CUTTS VAN - AFTERNOON

Harry is still driving while Lloyd studies a map spread out before him.

HARRY
How far have we gone?

LLOYD
According to this map, about an inch
and a half.

HARRY
Shit. We're gonna need a smaller map
or we'll never get there. We don't
have enough gas money.

LLOYD
Relax. We have more than enough.

HARRY
I believe you're wrong, Lloyd.

LLOYD
And I believe I'm right, Harry.

HARRY
I still say wrong, Lloyd.

LLOYD
How much you wanna bet?

HARRY
I don't bet.

Lloyd looks at his friend, incredulous.

LLOYD
What do you mean you don't bet?

HARRY
I mean I don't gamble, you know that.
Never have and never will.

LLOYD
Oh, bull. I'll bet you our next meal
that I can get you gambling before
the day's out.

HARRY
There's no way, Lloyd. You can't do
it.

LLOYD
I'll give you three-to-one odds.
That's three feedbags if you win,
against only one if you lose.

HARRY
You're wasting your money, Lloyd. I
already told you, I don't gamble.

LLOYD
Okay, five-to-one I can get you
gambling before the day's out.

HARRY
Sorry, pal, no way.

LLOYD
Make it ten-to-one.

Harry sticks out his hand.

HARRY
You got yourself a bet, sucker!

As Harry SHAKES LLOYD'S HAND, Lloyd breaks into a BIG SMILE. Harry immediately
realizes he's been had.

CUT TO:

EXT. TRUCK STOP CAF� - AFTERNOON

The Mutt Cutt van is sandwiched between mountainous tractor-trailer trucks.

INT. TRUCK STOP CAF�

Lloyd and Harry are sitting at a booth, surrounded by tables of tough-looking TRUCKERS. Harry
doesn't look happy. A middle-aged, no-nonsense WAITRESS approaches their table with a couple
of burgers and drinks. She puts them down in front of the boys and starts to walk away.

LLOYD
(to Waitress)
Uh, excuse me�

The Waitress reluctantly returns to the table.

LLOYD (CONT.)
What's the soup du jour?

WAITRESS
It's the soup-of-the-day.

LLOYD
Sounds tasty. I'll have a bowl.

WAITRESS
(sarcastic)
Anything else before I leave the
area?

HARRY
Actually, this chocolate milk isn't
mixed very well. Could you please
bring me a spoon?

The Waitress SIGHS and picks up the milk. Then she BLOWS INTO THE STRAW, MIXING
THE DRINK.

WAITRESS
There. Now you don't need one.

The guys watch her stomp away.

LLOYD
Feels good to mingle with these laid-
back country-folk, don't it, Harry?

Harry wipes off his straw with a napkin. As he moves to put it in the ashtray, he accidentally
KNOCKS OVER THE SALT SHAKER.

LLOYD (CONT.)
Uh-oh�

HARRY
What's the matter?

LLOYD
You spilled the salt. That's bad
luck. We're driving across the
country and the last thing we need is
bad luck. Quick, toss a handful of
salt over your right shoulder.

HARRY
What for?

LLOYD
Because that's good luck.

Harry shrugs, shakes some salt into his palm, and flings it over his shoulder. Suddenly they hear a
YELP.

MALE VOICE
(o.s.)
What the fuck?!

LLOYD
Or was it the left shoulder?

They turn and see a burly TRUCKER wiping salt out of his eyes.

TRUCKER
Who's the dead man threw shit in my
eye?

The huge Trucker stands and squints at Lloyd and Harry. He's wearing a FOAM BASEBALL
CAP that says: WINE 'EM, DINE 'EM, SIXTY-NINE 'EM.

HARRY
It was a terrible accident, Sir.
Believe me, I would never do anything
to offend a man of your size. Please
accept my most sincere apology.

The Trucker GROWLS and approaches the table, egged on by his equally burly FRIENDS.

BURLY FRIEND #1
Teach him a lesson, Sea Bass!

Sea Bass glares down at Harry's hamburger.

SEA BASS
You gonna eat that?

HARRY
Um� the thought had crossed my mind.

At this, Sea Bass leans over and DROPS A BIG, BROWN WAD OF TOBACCO SPIT ONTO
THE HAMBURGER.

SEA BASS
Still want it?

Harry stares at the burger non-commitally.

HARRY
Nah, you go ahead.

Sea Bass picks up the burger and walks back to his table, to the LAUGHTER of his friends.

CUT TO:

EXT. TRUCK STOP CAF� - AFTERNOON
J.P. Shay is at the gas pump filling the black Cadillac while Joe Mental stretches his legs. A large
truck pulls away, REVEALING THE PREVIOUSLY HIDDEN MUTT CUTTS VAN. Mental
smiles at this, and we

CUT TO:

INT. TRUCK STOP CAF�

The Waitress drops the check on Lloyd and Harry's table and STOMPS away. Harry studies the
bill and SIGHS.

HARRY
Perfect. I'm out eight bucks and I
still haven't eaten.

LLOYD
Well if you'd stop picking fights
with the locals�
(brightening)
Wait a second. I think I just had an
idea. Follow me�

Lloyd stands and walks over to Sea Bass and his pals. A nervous Harry trails after him.

LLOYD (CONT.)
Excuse me, gentlemen, I'd just like
to apologize for that unpleasant
scene a little earlier.

SEA BASS
Huh?

LLOYD
What I'm trying to say is, my friend
and I would like to buy you guys a
round of beers, just to bury the
hatchet.

Harry stares at Lloyd like he's out of his mind, but the Truckers seem to like the idea.

SEA BASS
Make it four boiler-makers.

LLOYD
Whatever you want, sir. I'll have
the waitress send them over. Oh, and
fellas � hope to see you again down
the road.

Lloyd and Harry move away from the table toward the CASHIER.

HARRY
Lloyd, what are you doing? You know
we can't afford to buy them drinks.

Lloyd hands the Cashier their check.
LLOYD
Um, Sea Bass and the fellas offered
to pick up our check. They said just
add this to their tab.

CASHIER
(skeptical)
Sea Bass said that?

LLOYD
Well, if that guy at the table over
there is Sea Bass�

He points across the room to Sea Bass and company. Sea Bass NODS TO THE CASHIER AND
GESTURES TO HIS TABLE, NOT WANTING TO MISS OUT ON HIS FREE DRINK. The
Cashier is convinced.

CASHIER
Okey-dokey, if that's what he
wants�

Harry smiles at this. He grabs a couple Beef Jerky's, a candy bar, and a copy of The National
Enquirer off the counter.

HARRY
Oh, and put these on there, too.

CASHIER
You got it.

LLOYD
(to Cashier)
By the way, how far is it to Rhode
Island from here?

CUT TO:

EXT. TRUCK STOP CAF� - AFTERNOON

The front door BURSTS OPEN and a red-faced Sea Bass STORMS OUT, followed by his
buddies, the Cashier, and the Waitress.

SEA BASS
I'm gonna kill those sons-of-bitches!

CASHIER
Hurry and you'll catch 'em. They was
on their way to Rhode Island.

The Truckers jump in their rigs and RUMBLE AWAY � in the OPPOSITE DIRECTION our
boys are headed.

CUT TO:

EXT. HIGHWAY - AFTERNOON

The Mutt Cutts van breezes by.

INT. MUTT CUTTS VAN - AFTERNOON

A jubilant Harry's driving and chewing on a mouthful of Beef Jerky.

LLOYD
I just wish we could've seen Sea
Bass's face when he got the bill.

HARRY
I hope we never have to.

LLOYD
Don't worry. That fish-head is
probably half-way to Providence by
now.

HARRY
I hope so.

Harry checks his rear-view mirror nervously.

LLOYD
Hey, stop the car. I gotta take a
whiz.

HARRY
Are you crazy? I'm not stopping now.
What if they figure out we went the
other way. They'll be on us in no
time.

LLOYD
But I gotta go. What am I supposed
to do?

HARRY
Hold it.

LLOYD
I can't hold it. I'm about to
explode.

HARRY
Well� just take a whiz in an empty beer
bottle. There's a couple on the
floor in the back seat.

LLOYD
Are you serious?

HARRY
Yes, I'm serious. I'm not stopping
now. We could get killed.

Lloyd SIGHS. He takes an EMPTY BEER BOTTLE from the back seat and UNZIPS his fly.
Suddenly we hear a PEEING SOUND. Then:

LLOYD
Uh-oh�

HARRY
What's the matter?

LLOYD
The bottle's almost full and I'm
still going.

HARRY
Well stop going.

LLOYD
I can't stop once I already started,
you know that. Quick, get me another
bottle.

Harry can BARELY HOLD THE STEERING WHEEL as he reaches way in the back seat for an
empty.

LLOYD (CONT.)
Jesus, be careful! You almost went
off the road.

HARRY
I'm sorry, Lloyd. I'm doing the best
I can.

He hands Lloyd another empty and Lloyd quickly makes the switch.

LLOYD
Here, hold this.

Before Harry knows it he's holding the full BOTTLE OF URINE.

EXT. HIGHWAY - LATE DAY

As the Mutt Cutts van travels down the highway, it passes a STATE TROOPER on a motorcycle
hidden in the bushes. The Trooper takes off after them.

INT. MUTT CUTTS VAN

Harry is doing his best to steer while now holding FIVE FULL BOTTLES AND Lloyd is still
going at it in the passenger seat.

HARRY
What are you, a goddamn camel?

LLOYD
Hey, I haven't gone all day.

Just then they hear a LOUDSPEAKER:

STATE TROOPER
(o.s.)
Pull over!

They turn to see the POLICE MOTORCYCLE cruising right beside then. Harry rolls down his
window and CALLS OUT:

HARRY
Huh?

STATE TROOPER
PULL OVER!

Harry glances down at his sweater he's wearing, then back at the Trooper.

HARRY
(calling out)
No, it's a Cardigan! But thanks for
noticing!

He rolls his window back up and turns to an equally baffled Lloyd.

HARRY (CONT.)
Jesus, what is this, the fashion
police?

The Cop turns on his SIREN.

STATE TROOPER
PULL YOUR CAR TO THE SIDE OF THE
ROAD!

CUT TO:

EXT. HIGHWAY - LATE DAY

The STATE TROOPER is walking up beside the stopped Mutt Cutts van, staring at it with
disapproval.

STATE TROOPER
License and registration, please.

Harry hands him the papers.

STATE TROOPER (CONT.)
You know, you fellas were all over
the road back there.

HARRY
Yes, sir, we had a little�
difficulty in the car.

STATE TROOPER
Uh-huh.
(beat)
Have you boys been doing a little
drinking maybe?

HARRY
No, sir.
STATE TROOPER
Then what's that?

He points to the OPEN, FULL BEER BOTTLES hidden in the seat between them.

HARRY
Oh, that's nothing, sir.

STATE TROOPER
Do you know it's against the law to
drive with an open alcohol container
in this state?

LLOYD
But, your honor, he's telling the
truth. It's not beer.

The officer smirks.

STATE TROOPER
Is that right?

The Trooper reaches in and picks up one of the bottles. He inspects the beer label, then MOVES
THE BOTTLE TO HIS LIPS.

HARRY
Sir, I wouldn't �

STATE TROOPER
--You'd keep your mouth shut if you
knew what was good for you.

LLOYD
(under breath)
You would, too�

Harry shoots Lloyd a look as the Trooper begins GULPING down the piss. He pauses uncertainly
and a SICK LOOK COMES OVER HIS FACE. He takes a DEEP BREATH. Then:

STATE TROOPER
(pained)
Get the hell out of here.

CUT TO:

The Mutt Cutts van is pulling back onto the highway while the officer remains in the breakdown
lane with his hands on his knees.

CUT TO:

EXT. HIGHWAY - NIGHT

The van is making steady progress through the dark night.

INT. MUTT CUTT VAN - NIGHT

Lloyd is driving now while Harry sleeps in the passenger seat. The song, "Cut Flowers" by The
Smithereens, starts to play as Lloyd FANTASIZES about his future in Aspen.

DISSOLVE TO:

LLOYD'S FANTASY:

Lloyd is walking up the steps of a luxurious, snow-covered chalet, carrying Mary's briefcase. The
sky is absurdly blue and children are making a snowman on the lawn. It's all out of a dream world.
He KNOCKS on the door, tentatively. Mary opens it. She looks at him, then at the briefcase, and
breaks into the BIGGEST, SWEETEST SMILE he's ever seen. Then she slowly backs into the
house, gesturing for him to follow�

Lloyd follows Mary down a hallway. As he trails after her, she pulls off her shirt, revealing her
bare back, and glances over her shoulder at him.

CAMERA MOVES around a corner and now we're in a STEAMY BATHROOM. The shower is
running and we see the silhouette of two people behind the curtain.

LLOYD
(v.o.)
Ooh� ooh� Mary�

MARY
(v.o.)
How does that feel, Lloyd?

LLOYD
(v.o.)
Mmmm� tingly�

INT. SHOWER

CLOSE ON LLOYD - we see he's taking the TEGRIN CHALLENGE, with different shampoos
on either side of his head and a noticeable part down the middle.

MARY
(o.s.)
How's the other side?

LLOYD
Nothing. Nothing at all.

MARY
(o.s.)
Lloyd, will you wash my nipples�?

ON MARY - her hair is slicked back, making her look better than ever. As the CAMERA PANS
DOWN toward her breasts, we are surprised to see not breasts but a SET OF HEADLIGHTS
SUPERIMPOSED OVER HER CHEST AREA. The headlights FLASH ONCE. Then TWICE.

ON LLOYD - he blinks, confused at what's happening.

JUMP CUT TO - an eighteen-wheeler is ROARING RIGHT TOWARD THE MUTT CUTTS
VAN on the highway. Lloyd quickly veers back into his lane and avoids tragedy by a whisker. A
shaken Lloyd lets out a SIGH OF RELIEF, and we

CUT TO:

EXT. SECOND HONEYMOON HOTEL - NIGHT

The Mutt Cutts van is parked outside this seedy establishment. A neon sign blinks: GROUP
DISCOUNTS - HAVE YOUR NEXT AFFAIR HERE.

HARRY
(v.o.)
I don't know, Lloyd, I feel a little
sleazy staying here when we're not
even engaged.

LLOYD
(v.o.)
Hey, it's the only motel that charges
by the hour. We can't afford
anything else.

INT. BATHROOM - SECOND HONEYMOON MOTEL

Lloyd and Harry are sitting in a large, HEART-SHAPED JACUZZI. Lloyd is sipping a beer and
Harry is absorbed in the Enquirer as the water swirls around them.

LLOYD
Yep, this sure is the life. Cold
beer, a hot tube, and fuzzy pink
sheets� You know, there's only one
thing that could make this moment any
better.

HARRY
What's that?

LLOYD
If you had a nice set of knockers.

HARRY
That's two things, Lloyd.

LLOYD
Right now I'd settle for one.

Lloyd takes a swig of beer. Harry puts down the paper and looks around at the romantic decor.

HARRY
I don't know, Lloyd, these places
just don't do it for me. Brings back
too many memories.

LLOYD
What happened, Harry? Some little
filly break your heart?

HARRY
Nah, it was a girl. Fraida Felcher.
We stayed at a place like this once �
the No-Tell Motel out on Route 31.

LLOYD
Felcher? You mean the babe who
worked for the tractor company?

Harry nods.

HARRY
The same. We had this incredibly
romantic time. Boy, I thought we'd be
together forever.
(SIGHS)
Then about a week later, right out of
the blue, she sends me a John Deere
letter.

LLOYD
That's cold, Har. Give you any
reason?

HARRY
I called her up and she gave me some
crap about me not listening to her
enough or something like that. I
wasn't really paying attention.

Harry reaches for a beer and busts it open. He takes a big gulp.

HARRY (CONT.)
Thing that really hurts is I think
she was seeing another guy. Never
did find out who.

ON LLOYD - he does his best to hide his GUILT.

CUT TO:

EXT. SECOND HONEYMOON MOTEL - NIGHT

We see that the black Cadillac is parked a few cars over from the Mutt Cutts van with J.P. Shay in
the passenger seat. PAN OVER to a payphone. Inside is Joe Mental. Outside the booth, an
ANXIOUS MAN impatiently paces back and forth as he waits for the phone.

MENTAL
(into phone)
The boys are holed-up in a little
love nest for the night. I think
they're a couple of fucking weirdos.

INT. NICHOLAS ANDRE'S STUDY - NIGHT

NICHOLAS ANDRE is pacing around the room with a cordless phone. He's in his late 30s, wears
a ponytail, and dresses in Aspen/Rodeo Drive chic.

ANDRE
What in hell are those guys up to?
Is it possible that they're Feds?

INTERCUT CONVERSATION

MENTAL
Unlikely from what I've seen.

The ANXIOUS MAN taps on the phone booth and motions for Mental to hang up.

ANDRE
I don't like this one goddamn bit,
Mental. You and Shay were supposed
to grab that bag so we could end this
shit. Now I don't know what the
hell's going on.

Andre SIGHS and wipes some perspiration from his upper lip.
The Anxious Man KNOCKS on the booth again.

MENTAL
Hold on a second, Mr. Andre�

Mental puts the phone down and motions the Anxious Man closer to the booth. The Man moves
forward a few inches. Mental motions him even closer. When he's about a foot away, Mental
punches his hand through the glass of the booth and knocks the Anxious Man out cold. Then
Mental picks up the phone again.

MENTAL (CONT.)
Sorry, boss. You were saying�?

ANDRE
Look, Mental, just find out what
they're up to. I want to know who
these guys are.

MENTAL
Don't worry. I'm on it.

Mental hangs up the phone, looks around to make sure he's not being watched, then approaches
the parked Mutt Cutt van. He's joined by J.P. Shay.

As they get within five feet of the vehicle, we hear a LOW GROWL. They stop in their tracks and
turn, expecting to see a dog � but there isn't one. They both take another step forward, and the
GROWL GETS LOUDER AND MEANER. Again, Mental and Shay stop. He peeks under the
car. Nothing.

SHAY
What the fuck�?

Finally, Shay reaches for the door handle. As soon as he touches it, though, the car alarm goes off
� but instead of a siren, it's the incredibly annoying sound of a POODLE YAPPING. Mental jumps
back and pulls his gun.

MENTAL
Where's the goddamn dog?

Shay shrugs, nervous. The YAPPING grows EVEN LOUDER now, forcing a flustered Shay and
Mental to retreat from the scene.

DISSOLVE TO:

EXT. SWANSON CHALET - ASPEN - NIGHT

ESTABLISHING SHOT of a luxurious mountainside home.

INT. LIVING ROOM - SWANSON CHALET

An agitated Mary Swanson (the young woman who lost her briefcase) is pacing back and forth in
an impressive, antique-filled living room. Seated on a couch are her father KARL and his much-
younger second wife, HELEN.

MARY
It just doesn't make any sense. I
left the money exactly where they
instructed me to.

HELEN
Actually, it makes a great deal of
sense, Mary. We should have called
in the authorities the moment we knew
Melvin had been kidnapped.

KARL
Now, Helen, we've been through this
already �

HELEN
Oh, for Christ's sake, Karl, these
bastards will extort us into
bankruptcy if we let them.

MARY
But I'd never forgive myself if
something happened to Melvin.

KARL
Stop upsetting my daughter, Helen.
She's been through quite enough
already.

MARY
It's not her fault, Daddy. We're all
a little on edge.

Just then the living room door opens and the pony tailed Nicholas Andre ENTERS. He looks
appropriately solemn.

ANDRE
Has there been any word, Mr. Swanson?

KARL
Nothing yet, Nicholas.

Andre looks upset.

ANDRE
Perhaps I should call off the
Preservation benefit this weekend.
It would be easy enough to re-
schedule.

HELEN
No, Nicholas, it's imperative that we
carry on as usual.

The atmosphere in the room couldn't be more somber. Karl Swanson holds his hand out to his
daughter.

KARL
Don't worry, sweetheart. I'll do
everything they ask. Nothing's going
to happen to Melvin, I promise you.

MARY
Thank you, Daddy.

Karl Swanson looks out the window, concerned.

CUT TO:

EXT. HIGHWAY - DAY

The black Cadillac pulls over to the side of the road. Joe Mental gets out of the car and props the
hood open. He takes out his gun, SLIDES IN A NEW CLIP, and puts it back in his pocket.

MENTAL
(to Shay)
Lie down on the front seat. After
they pick me up I want you to follow
us.

Then he folds his arms and the two killers wait for the van to come along.

CUT TO:

INT. MUTT CUTTS VAN - DAY

Lloyd taps Harry's shoulder.

LLOYD
You're it.

Harry taps Lloyd back.

HARRY
You're it.

Lloyd immediately taps Harry.

LLOYD
You're it. Quitsies.

HARRY
(tapping him back)
Anti-quitsies. You're it. Quitsies.
No anti-quitsies. No startsies.

Lloyd shakes his head, defeated.

LLOYD
Damn, you're good, Harry.
(beat)
Hey, didn't I tell you this trip
would be a blast?

EXT. HIGHWAY - DAY

Joe Mental squints down the road, sees the Mutt Cutts van approaching, and starts WAVING HIS
HANDS to flag them down.

INT. MUTT CUTTS VAN

Through the windshield we can see Mental waving. The guys don't slow down, through. The just
WAVE BACK as they BLOW RIGHT BY HIM. Harry also toots the horn, which makes the
SOUND OF A DOG BARKING.

LLOYD
See, I told you these country folks
were friendly, Harry.

EXT. HIGHWAY - DAY

As an angry Mental watches them disappear down the road, Shay sits up in the front seat.

SHAY
What happened?

MENTAL
These fuckers are really pissing me
off now.

CUT TO:

EXT. MUTT CUTTS VAN - LATER THAT DAY

We hear The Zombie's 'Time of the Season' as the van flashes by.

INT. MUTT CUTTS VAN - DAY

HARRY
Refresh my memory on something,
Lloyd: what exactly do we do when we
get to Aspen?

LLOYD
Well the first thing we do is take a
good deep breath of that famous
Aspenese air.

HARRY
Fresh, huh?

LLOYD
The freshest. They say on any day of
the week you can smell a moose-fart
ten miles away.

HARRY
(sincere)
Wow� talk about paradise.
(beat)
And after we're finished breathing,
what next, Lloyd?

LLOYD
Then we make a splash on the social
scene.

Just then, Lloyd notices something up the road.

LLOYD (CONT.)
Harry, look � the golden arches. Pull
over, I'm starving.

CUT TO:

EXT. MCDONALD'S - DAY

The Mutt Cutt car is at the drive-through window.

MCDONALD'S EMPLOYEE
�That's two cheese burgers, two
fries, and two medium Cokes. Five
seventy-two.

Harry hands a ten-dollar-bill to the Employee, who returns a handful of change.

HARRY
Thanks.

Then, before he can give them the bag of food, the guys absentmindedly DRIVE OFF. As they
pull out of the parking lot, the McDonald's Employee sticks his head out the window and WAVES
THE BAG OF FOOD at them.

MCDONALD'S EMPLOYEE
Hey!

But the guys are already around the corner.

EXT. HIGHWAY - DAY

The Mutt Cutt van is on the road again, cruising along.

INT. MUTT CUTT VAN - DAY

HARRY
About this social scene � how do you
expect a couple mutts like us to make
a splash in the land of pedigrees
when we don't even have any money?

LLOYD
Look, once we drop the briefcase off
to Mary, she'll be so grateful she'll
plug us right into the party circuit.
After that, we do a little of the ski
scene, hob-nob with the elbow-
rubbers, and walk out of there in the
spring with enough business
connections to open a first-class
worm operation. You see, you don't
get rich working, Harry. You get
rich knowing the rich.

HARRY
Where'd you hear that?

LLOYD
Some bum down at unemployment.

Harry thinks about this.

HARRY
I don't know, Lloyd.

LLOYD
What's the matter?

HARRY
Money does terrible things to people.
I mean, we could lose our friendship.

Lloyd thinks about this.

LLOYD
Yeah? So?

Harry nods and looks out the window. Suddenly SOMETHING DAWNS ON LLOYD.

LLOYD (CONT.)
Hey, wait a second. Hold everything.

HARRY
What?

LLOYD
Aren't you forgetting something?

Harry thinks about this.

LLOYD (CONT.)
Back at Mickey D's? A little matter
you might've overlooked�?

Harry wracks his brain, but to no avail.

HARRY
What?

Lloyd rolls his eyes.

LLOYD
My change.

As a sheepish Harry gives Lloyd his change, they notice something up ahead.

HARRY & LLOYD'S POV - on the side of the road, JOE MENTAL IS WAVING THEM
DOWN AGAIN. This time the Cadillac is PARKED SIDEWAYS ACROSS THE ROAD,
BLOCKING THEIR PATH.

HARRY
I think this guy's in trouble. Why
don't you pull over.

Lloyd looks at Harry. Harry remembers that he's driving. He pulls the car to the side of the road.
Mental approaches the passenger window.

MENTAL
You guys going as far as Des Moines?
My car died and I'm late for a
business meeting.

CUT TO:

INT. MUTT CUTTS VAN - DAY

They're back on the highway and Joe Mental is SITTING BETWEEN THEM, looking extremely
ANNOYED. The guys are in the middle of an argument.

HARRY
It's a fruit.

LLOYD
It's a vegetable.

HARRY
I'm telling you, it's a fruit.

LLOYD
And I happen to know it's a
vegetable.

HARRY
Tell you what, why don't we leet an
impartial judge decide.

LLOYD
Fine with me.

Harry turns to Joe Mental.

HARRY
Hey, Mr. Mentalino, settle our bet:
Are jelly beans fruits or vegetables?

Mental grits his teeth as he pops a few antacid pills in his mouth. He reaches into his coat pocket
and we see a GLINT OF STEEL. Just when he's about to pull the gun out, though, Lloyd hits the
breaks and SKIDS to a stop beside a bunch of hitchhiking MIGRANT WORKERS.

DISSOLVE TO:

INT. MUTT CUTTS VAN - LATER

The trio have picked up SIX MIGRANT WORKERS and everyone is crammed into the car �
including a CRYING BABY who sits on a pissed-off Mental's lap. Someone's playing a
FLAMENCO GUITAR and the gang is SINGING a SPANISH SONG.

DISSOLVE TO:

INT. MUTT CUTTS VAN - LATER STILL

The Migrant Family is gone now. Harry and Lloyd are playing a game while Mental stares straight
ahead, furious. His eyes are watering and he looks ill.

LLOYD
Okay, Harry, my turn. Let 'er rip.

Harry lifts a cheer and lets out a LOUD FART. Lloyd SNIFFS a few times, then closes his eyes
and WAFTS it up toward his nostrils, as if it was the aroma of a fine wine.

LLOYD (CONT.)
Hmmm� full-bodied, delicate bouquet,
aged to perfection �

HARRY
--I will rip no fart before it's
time.
(beat)
Come on, Marquis of Dingleberry's
rules: you got ten seconds.

LLOYD
All right. I'll say: cheese doodles,
chili dog � extra onions, garden salad
with blue�

HARRY
And�?

LLOYD
Kit-Kat bar.

Harry throws up his arms, defeated. He hands Lloyd a buck.

HARRY
You're the best, man.
(beat)
Okay, my turn.

LLOYD
Where are your manners, Harry? We
have a guest.

Harry punches Mental's shoulder playfully.

HARRY
Come on, Mr. Mentalino. Let one fly.
It's only a buck.

DISSOLVE TO:

EXT. DANTE'S INFERNO CAF� - LATE AFTERNOON

A large neon road sign beside the caf� shows a man's exasperated face with FLAMES
SHOOTING FROM HIS NOSE, MOUTH AND EARS. The sign advertises: HOTTEST CHILI
PEPPERS NORTH OF THE BORDER.

INT. DANTE'S INFERNO

Lloyd and Harry are sitting at a table with a hateful Joe Mental. The boys are each holding up a
POINTED RED CHILI PEPPER.

HARRY
I'll do one if you will.

LLOYD
Okay, you go first.

HARRY
No, you go first.

LLOYD
No, you go first.

MENTAL
Why don't you both stop being a
couple of pussies and go at the same
time. It ain't that hot.

Lloyd and Harry exchange a look, then simultaneously BITE INTO THE PEPPERS.

LLOYD
Hmmm, not bad�

HARRY
Yeah, more tingly than hot.

Suddenly the boys' EYES LIGHT UP. THEY LET OUT A SHRIEK. A smile begins to curl on
Mental's lips. He pours them a couple glasses of water from a pitcher.

MENTAL
Have some water. It'll help.

Lloyd and Harry � who are both sweating profusely now � start to GULP down their water. This,
of course, makes it burn more.

MENTAL (CONT.)
Aw, shucks, that's right. Water just
makes it worse�

The boys run to the bar and DUMP PITCHERS OF WATER ON THEIR HEADS, much to the
delight of a CHUCKLING Joe Mental.

CUT TO:

EXT. DANTE'S INFERNO - DAY

Mental is on the phone outside the front door TALKING to Nicholas Andre.

INTERCUT CONVERSATION

MENTAL
It's Mental. I'm just sitting down
to a nice meal with our boys.

ANDRE
Good work. What did you find out so
far?

MENTAL
Nothing yet, but I'm gonna shake 'em
down for information at lunch.
(beat)
Then I'm gonna kill 'em for dessert.

ANDRE
Well eat fast, time's running out.
And whatever you do, don't let them
get any closer. I don't need them
here running around Aspen.

Mental pulls a BLACK VIAL OF PILLS out of his jacket.

MENTAL
Relax, they ain't gonna be running
around anywhere after I dump a little
cyanide in their pops.

INT. DANTE'S INFERNO - DAY

Back at the table, the boys are soaked and HUFFING as if they just finished the Boston Marathon.
The burgers have been served, but Lloyd and Harry are still too traumatized to touch them.

HARRY
That really wasn't very polite of
him, was it? Maybe we should loosen
the screws of his chair.

LLOYD
Harry Dunne, I'm surprised at you.
Perhaps it's about time you brushed
up on a little tome that we God-
fearing adults call the Bible. It's
crammed with all kinds of pithy rules
to live your life by.

HARRY
(humbled)
You mean like 'turn the other cheek?'

LLOYD
No, I mean like 'an eye for an eye.'
Hand me those peppers � the atomic
ones.

Harry passes the jar and the two of them LOAD JOE MENTAL'S BURGER WITH CHILI
PEPPERS, EXPERTLY CAMOUFLAGING THEM WITH LETTUCE.

HARRY
(whispering)
Here he comes.

Lloyd and Harry bite into their food as Joe Mental sits back down at the table.

MENTAL
Feeling any better, boys?

As he pours ketchup on his burger, the guys glance at each other and TITTER. Then he picks it
up and brings it to his mouth. Just before biting into it, though, he PAUSES.

MENTAL (CONT.)
So tell me, why you fellas headed to
Aspen? Vacation?

LLOYD
More like re-location.

Mental starts toward the burger but stops again.

MENTAL
Doesn't look like you packed much.
All I saw was a couple bags� and
that briefcase.

HARRY
The briefcase isn't even ours. Some
lady just left it at the airport.
We're bringing it back to her.

This is news to Mental.

MENTAL
You mean you don't even know her?

LLOYD
Not really. I was just her limo
driver.

Mental looks at the two of them and realizes that they're serious. Then he BREAKS OUT
LAUGHING.

MENTAL
Talk about being in the wrong place
at the wrong time�

Lloyd and Harry share a confused look. Mental shakes his head and BITES INTO HIS BURGER,
CHEWING HEARTILY. Almost immediately, his happy demeanor is replaced by a LOOK OF
HORROR. His FACE TURNS RED, HE GRABS HIS STOMACH AND FALLS TO THE
GROUND, GASPING.

The boys look at each other guiltily, then bend down to help him.

HARRY
Hey, you okay, man? It was just a
goof.

MENTAL
(STRAINED WHISPER)
My ulcer� quick� pills� in my
coat�

Harry checks Mental's coat pocket for his antacid pills but unwittingly brings out the BLACK OF
CYANIDE PILLS. He shakes some pills out and hands them to Mental, who tosses them in his
mouth and starts to MUNCH on them.

For a moment, he appears to improve. His BREATHING SLOWS and he sits up. Then his EYES
LIGHT UP.

MENTAL'S POV - QUICK ZOOM IN on the black bottle Harry is holding!

MENTAL
You son-of-a-bitch!

Mental GURGLES and keels over, DEAD.

CUT TO:

INT. MUTT CUTTS VAN - AFTERNOON

Lloyd and Harry are back on the road, looking solemn.

HARRY
I can't believe it�

LLOYD
Life is a fragile thing, Har. One
minute you're chewing on a burger;
the next minute you're dead meat.

HARRY
But he blamed me. You heard him.
Those were his last words.

LLOYD
If you don't count that gurgling
sound.

Harry lets out a GROAN.

LLOYD (CONT.)
Hey, relax, man, I'm just as
responsible as you are � we both slipped
him the peppers � and look at me, I
don't feel guilty at all.

HARRY
Small comfort coming from a man who
sells dead birds to blind kids.
(SIGHS)
Don't you get it, Lloyd. I've got a
dead guy pissed at me. His restless
spirit will probably haunt me for the
next seventy-five years.

LLOYD
That's ridiculous. You probably
won't live to see forty.

Harry perks up, cheered by this thought.

HARRY
Oh yeah.
(beat)
Wow. What a relief.

EXT. HIGHWAY - AFTERNOON

As the Mutt Cutts van flashes by on it's westward journey, we

CUT TO:

EXT. DANTE'S INFERNO - EVENING

A DOCTOR is covering up the body of Joe Mental as he TALKS to DETECTIVE DALE. The
detective is a no-nonsense type in his mid-forties with a military-regulation crewcut.

DOCTOR
�My official conclusion is that the
deceased expired from oxygen
deprivation caused by the presence of
cyanide in the bloodstream.

DT. DALE
You mean he was poisoned?

DOCTOR
Unquestionably. We found these by
the body.

He holds up the container of cyanide pills. Dt. Dale nods and approaches another COP in the b.g.

COP
Waitress says he was with a couple of
younger guys. They're the ones who
called the ambulance � then they hit
the road.

DT. DALE
Any idea where they were going?

COP
A witness at the next table thought
he heard them say they were driving
to France.

Dale frowns at this and the Cop shrugs.

COP (CONT.)
We got a report they were seen
heading west on I-80 toward Colorado.

DT. DALE
Get a make on the vehicle?

The Cop consults his note pad.

COP
Yes, sir. They were driving an '84
poodle.

Dt. Dale does a double-take.

DT. DALE
An '84 what?

COP
(straight-faced)
Well it might have been a wire-haired
terrier, Detective. They're very
similar in appearance.

The Detective looks confused, as we

CUT TO:

INT. MUTT CUTTS VAN - NIGHT

The boys are extremely exhausted as they plow through the black night toward Aspen.

HARRY
Let's get off and crash at a motel
before I crash into one.
(yawning)
I need a crib fast.

LLOYD
Sorry, Har. We're gonna have to hold
out. Seems we misjudged our expense
allocation. If we pay for a motel we
won't have enough for gas.

HARRY
What happened to the dough?

LLOYD
We over-leveraged.

HARRY
On what?

LLOYD
I sprung for Mr. Chili Pepper's last
meal. Felt it was the least we could
do after we deep-sixed him.

HARRY
Wait a second � one burger put us over
budget?

LLOYD
The slob ordered a double-bacon
deluxe and a chocolate malt.

HARRY
Oh.
(beat)
So what are we gonna do?

LLOYD
Drive. We've only got ten more
hours. We can take turns.

CUT TO:

EXT. DANTE'S INFERNO - PHONE BOOTH - NIGHT

A frightened J.P. Shay is TALKING on the phone with Nicholas Andre.

SHAY
You heard me, he's dead. The
bastards killed him.

INT. NICHOLAS ANDRE'S STUDY - NIGHT

Andre nervously lights a cigarette as he speaks.

ANDRE
Jesus Christ�

Andre's forehead begins to glisten with perspiration.

ANDRE (CONT.)
All right, I want you back here now.
If they're coming this way I'm going
to need you.

SHAY
(v.o.)
How's our bankroll doing? Giving you
a hard time?

ANDRE
Melvin's not the problem. It's these
two other guys that have me worried.
I wish I knew what the hell they
wanted.

Andre hangs up the phone and then disappears down his basement stairs.

INT. BASEMENT - NIGHT

The room has a dirt floor. There's a stone WELL in the middle. We hear MUFFLED HUMAN
WHIMPERING coming from deep within the well. Andre walks to the edge of the dark hole.

ANDRE
How you doing today, Melvin?

Andre takes a hit off his cigarette and flicks it into the well.

CUT TO:

EXT. HIGHWAY - NIGHT

The Mutt Cutts van cruises down the lonely interstate.

INT. MUTT CUTTS VAN - NIGHT

Lloyd is now FAST ASLEEP in the passenger seat as Harry drives on. A roadsign reading
DENVER - 602 MILES whizzes by. Todd Rundgren's "Too Far Gone" begins to play while Harry
peers at the empty highway INTROSPECTIVELY. As the song plays we see a series of quick
shots:

A new sign says DENVER - 421 MILES. Lloyd is still asleep with his feet now on Harry's lap.

Another sign reads DENVER - 201 MILES. Harry stares straight ahead, practically catatonic.
Lloyd's feet are out the window and his head is on Harry's lap.

The next roadsign says DENVER - 157 MILES. Lloyd's feet are now up over the headrest and his
head is down where his feet should be. Harry looks on the verge of blacking out.

Finally, a sign reads COLORADO STATE LINE - 25 MILES/FOOD, GAS NEXT EXIT.

EXT. TRUCK STOP - 2:10 IN THE MORNING

The Mutt Cutts van pulls up to a gas pump. In the background are several tractor-trailer rigs and a
caf�. Harry climbs out, thoroughly exhausted, walks around and opens the passenger door.

Lloyd tumbles to the asphalt, STILL ASLEEP. Harry nudges him with his foot.

HARRY
Come on, wake up. You pay, I'll
pump.

Lloyd comes to and grudgingly pulls himself up to his feet.

EXT. MUTT CUTTS VAN - NIGHT

Harry moves to the back of the poodle van. He has to LIFT ONE OF THE CAR'S REAR LEGS
to unscrew the gas cap. Then he sticks the nozzle in and starts to fill her up.

EXT. GAS STATION MEN'S ROOM - NIGHT

Lloyd comes around the corner, dragging a BATHROOM KEY ATTACHED BY A CHAIN TO
A CAR ENGINE toward the Men's Room. When he gets it to the door, he struggles to lift the
engine on it's side, finally managing to slip the key into the lock.

EXT. MUTT CUTTS VAN - NIGHT

Harry is yawning as he pumps the gas. Suddenly a Jeep Cherokee pulls up and a long-legged,
tanned, ATHLETIC BEAUTY climbs out. This seems to wake Harry up.

The Athletic Beauty smiles at Harry as she grabs a pump and starts to fill her jeep. Harry makes a
feeble attempt to brush his hair into place, then CLEARS HIS THROAT and nods to the skis on
her roof-rack.

HARRY
Skis, huh?

ATHLETIC BEAUTY
That's right.

HARRY
Great.

She continues to pump gas.

HARRY (CONT.)
They yours?

ATHLETIC BEAUTY
Uh-huh..

HARRY
Both of 'em?

ATHLETIC BEAUTY
Um, yeah.

HARRY
(impressed)
Cool.

The gas from Harry's nozzle starts to OVERFLOW, but he doesn't notice. From her POV it looks
like a BIG DOG IS PISSING ON HIS LEG.

ATHLETIC BEAUTY
Excuse me, you're spraying
everywhere.

Harry turns to see the gas GUSHING ALL OVER HIS SHOES. He immediately removes the
nozzle and replaces it on the pump as she smiles to herself.

INT. GAS STATION MEN'S ROOM

Lloyd is standing in a stall urinating. He starts to read the graffiti scrawled on the wall. Finally, he
comes to one that says: FOR A GOOD TIME, MEET ME HERE NOVEMBER 8, 1993, 2:15
A.M. SHARP.

He frowns at this, then looks nervously at his watch.

CLOSE UP OF DIAL - the date reads NOVEMBER 8.

ZOOM IN on the minute hand as it CLICKS TO EXACTLY 2:15.

Just as a concerned look crosses Lloyd's face, we hear the BATHROOM DOOR SQUEAK OPEN
AND SLAM SHUT! Terrified, Lloyd quickly locks the stall door, then crouches on the toilet bowl
so his feet aren't visible. The sound of HEAVY FOOTSTEPS approaches the stall and then stops.
Lloyd looks down to see a pair of SIZE 16 WORKBOOTS beneath the door. We can barely hear
a LOW GROWL.
Then the stall handle JIGGLES. Lloyd holds his breath. The ominous boots MOVE AWAY and
Lloyd lets out a SIGH OF RELIEF.

All of a sudden the DOOR IS KICKED IN, AND A TOWERING FIGURE STEPS INTO
FRAME. Lloyd looks up and GASPS.

HIS POV - it's the Redneck trucker, Sea Bass.

SEA BASS
Well, well, well, if it ain't my old
friend.
(checks watch)
And right on time�

As Sea Bass STEPS INTO THE STALL, we

CUT TO:

EXT. MUTT CUTTS VAN - NIGHT

The Athletic Beauty is back in her Jeep now and Harry has sidled up to the driver's side. He leans
against her side-view mirror.

HARRY
(re: suitcases in back seat)
That's a lot of luggage for a little
vacation.

ATHLETIC BEAUTY
Actually, I'm moving to Aspen. I've
got to get away from my boyfriend.
He's such a klutz. My astrologer
told me I should avoid accident-prone
guys.

Just then, the side-view mirror Harry has been leaning on SNAPS OFF THE CAR. HE CRACKS
HIS HEAD AGAINST THE WINDSHIELD, FALLS TO THE GROUND, THEN QUICKLY
LEAPS TO HIS FEET AS IF NOTHING HAPPENED.

HARRY
(holding out mirror)
Here, this is a little loose.

She throws the mirror into the back seat and takes out a cigarette.

HARRY (CONT.)
Allow me�

He pulls out a match and lights it with a debonair flourish. The Athletic Beauty nods her thanks.
Harry tosses the match to the ground, and we hear an O.S. WHOOSH! Wisps of smokes rise
around him and we hear the LOW CRACKLE OF SOMETHING BURNING. (Neither of them
notice this.)

HARRY (CONT.)
Look, um, maybe when I get to Aspen
we can meet up� you know, for hot
chocolate or something.

She looks him over and smiles.

ATHLETIC BEAUTY
Why not? You seem pretty harmless.
I'll give you my number. Just let me
find a pen.

As she starts to rummage through her purse, Harry SMELLS THE SMOKE. He looks down and
sees that his RIGHT SHOE IS ABLAZE! He shakes it, then tries to put it out with the other shoe,
but to no avail. Meanwhile, the Athletic Beauty is still searching for a pen.

ATHLETIC BEAUTY (CONT.)
I know I have one here somewhere�

Harry starts doing a soft-shoe dance to extinguish the flames. This only helps to fan them.

HARRY
(urgently)
Look, why don't you just tell it to
me, I've got a good memory.

ATHLETIC BEAUTY
Are you sure you won't forget?

HARRY
(desperate)
Positive � please hurry.

He begins hopping around violently.

ATHLETIC BEAUTY
Is something wrong?

Harry shakes his head no as he bites his lip to keep from screaming.

ATHLETIC BEAUTY (CONT.)
Okay, my number is 652-2553.
(beat)
Oh, wait a second, that's my old
number. It's so funny how your
mind �

HARRY
--For god sakes, give me the damn
number!

She's taken aback by this outburst.

ATHLETIC BEAUTY
Look, man, if you're gonna get pushy
you can just forget it!

She throws the car into drive and PEELS AWAY.

INT. GAS STATION MEN'S ROOM

Sea Bass has his meaty paw wrapped around Lloyd's neck as he slides him up the wall of the toilet
stall.

SEA BASS
First I'm gonna rape you, then I'm
gonna kill you. Any last request?

LLOYD
Um, yeah � could you do it the other
way around?

Sea Bass pushes Lloyd to his knees. Then the trucker steps back and UNDOES HIS FLY. The
sound of the zipper brings a green color to Lloyd's face.

ON THE MEN'S ROOM DOOR - it bursts open and a FLAME-FOOTED Harry rushes into the
bathroom, panic-stricken. In his desperation he PLOWS THROUGH THE STALL DOOR �
KNOCKING SEA BASS ON THE HEAD � and thrusts his flaming foot into the toilet,
EXTINGUISHING THE FIRE.
Harry breathes a DEEP SIGH of relief. Only then does he notice LLOYD ON HIS KNEES AND
SEA BASS UNCONSCIOUS ON THE FLOOR WITH HIS PANTS UNDONE.

Harry has to do a DOUBLE-TAKE for this to sink in. Then he lets out an admonishing
WHISTLE.

HARRY
You've got some serious explaining to
do, young man.

CUT TO:

INT. MUTT CUTTS VAN - NIGHT

CLOSE UP - of Harry's BURNT SHOE � with the toes sticking out � on the accelerator.

LLOYD
Look, Harry, I told you what
happened, now drop it.

HARRY
Sure thing, Lloyd. I promise not to
mention another word about you being
in a bathroom stall with a six-foot,
five-inch trucker with his pants
down.

LLOYD
That's a low blow, man.

HARRY
Not at that height it's not.

LLOYD
Listen, bud, if you're trying to
imply that I'm �

HARRY
--Hold that thought � look, we're
almost in Colorado.

Lloyd squints through the windshield. A sign up ahead says: LAST EXIT IN NEBRASKA -
COLORADO STATE LINE - 3 MILES.

HARRY (CONT.)
I think it's about time we pull over
and change seats. I've been driving
for nine straight hours � I don't have
the energy to start a new state.

Lloyd nods, and as he pulls off the exit, we
CUT TO:

CLOSE ON A SIGN - it reads WELCOME TO COLORADO, HOME OF THE ROCKY
MOUNTAINS. PAN DOWN to reveal a number of POLICEMEN stopping and checking cars as
they cross the border.
A HELICOPTER lands on the side of the road and Detective Dale hops out. He hurries to the
COP in charge.

DT. DALE
Any sign of them yet?

COP
No, but we're expecting them shortly.
A motorist said he spotted a pooch
about thirty miles back headed this
way.

Detective Dale nods, satisfied.

CUT TO:

EXT. MINI MART - NIGHT

ESTABLISHING SHOT of a mini mart.

INT. MUTT CUTTS VAN - NIGHT

The door opens and Lloyd gets in carrying a bag of Doritos and a soda. He settles into the driver's
seat and pulls a Beef Jerky out of his back pocket.

LLOYD
Hey, I picked you up a Beef Jerky�

When he gets no response, he notices that Harry is already fast asleep in the passenger seat. Lloyd
shakes his head.

LLOYD (CONT.)
Boy, some guys just weren't cut out
for life on the road.

EXT. MUTT CUTTS VAN - NIGHT

Lloyd starts the engine and pulls out of the parking lot to the nearby freeway entrance.
As he enters the on-ramp, we ZOOM IN on a sign that says: ROUTE 80 - EAST. He's unwittingly
headed BACK IN THE DIRECTION THEY JUST CAME FROM!

DISSOLVE TO:

INT. MUTT CUTTS VAN - SUNNY MORNING

It's bright daylight now. Harry is sleeping peacefully in the passenger seat while Lloyd sips a
coffee. The van hits a bump which causes Harry's eyes to flutter open.

LLOYD
Hey, Mr. Sleepy Head, welcome back.

HARRY
(groggy)
How long have I been out?

LLOYD
I'd say a good five hours, anyway.

Harry yawns and stretches.

HARRY
Great. We must be getting real
close, huh?

LLOYD
Should be. I've been averaging about
ninety miles an hour all night.

HARRY
Good man.

LLOYD
Boy, I'll tell you, this is one
dangerous highway. You wouldn't
believe all the road pizza � two dead
dogs, a couple of rabbits, a snake and
some big thing I couldn't even
recognize.

HARRY
That's awful. Did you see them get
hit or were they already lying there?

LLOYD
I hit 'em.

Harry rubs his eyes and looks at the passing FLATLANDS.

HARRY
Funny. I expected the Rocky
Mountains to be a little rockier than
this.

LLOYD
I was thinking the same thing. That
John Denver's some full of shit, huh?

They both stare out the window.

LLOYD (CONT.)
I must say, Des Moines sure is a
pretty little town.

HARRY
Yeah, it really is.
(beat)
Wait a minute � when did you visit Des
Moines?

LLOYD
Last night. We drove through
it.

HARRY
What are you talking about? You were
snoring like a baby when we went
through Des Moines.

Lloyd shakes his head in amusement, then SNAPS HIS FINGERS in Harry's face.

LLOYD
(sing-song)
Hello? Hello? Anybody home? Rise
and shine.
(LAUGHS)
You were the one who was asleep,
numbskull. Here, take a sip of
coffee. You're delirious.

A confused Harry sips the coffee and checks out the passing terrain. Then something starts to
dawn on him. Slowly.

HARRY
Uh, Lloyd, refresh my memory: Doesn't
the sun rise in the east and set in
the west?

LLOYD
In our country it does, yes.

HARRY
Then perchance you can explain to me
why the sun is in our face at 7:30 in
the morning when we're heading west.

Lloyd thinks about this and then looks SICKENED.

CUT TO:

EXT. TRUCKSTOP - MORNING

The Mutt Cutts van is parked next to a couple rigs and Harry is sitting beside it on the pavement, a
BROKEN man.

LLOYD
I'm only human, Harry. Anybody can
make a mistake.

But Harry just sits there, practically catatonic.

LLOYD (CONT.)
Come on, man, pull yourself together.

HARRY
You know, I got half a mind to just
jump on the bus to Europe and say
goodbye to your ugly mug forever.

LLOYD
(rolls his eyes)
You can't take a bus to Europe, dodo.

HARRY
Oh yeah? Why not?

LLOYD
You don't have a passport.

Harry lets out a defeated SIGH.

LLOYD (CONT.)
Come on, stop being a baby about
this. Okay, so we back-tracked a
tad.

HARRY
A tad? Lloyd, you drove almost a
sixth of the way across the country
in the wrong direction. Now we don't
have enough money to get to Aspen, we
don't have enough money to get home,
we don't have enough to eat, we don't
have enough to sleep!

LLOYD
Well it doesn't do any good having
you sitting there on your butt whining
about it. If we're gonna get out of
this hole, we're gonna have to dig
ourselves out.

Harry thinks about this.

HARRY
You know, you're absolutely right,
Lloyd.

He stands up, brushes off his pants, and starts to walk toward the highway.

LLOYD
Where you going?

HARRY
Home. I'm walking home.

LLOYD
You can't be serious.

HARRY
(sarcastic)
Why not? We're probably only five
miles away.

Harry starts resolutely toward the road while Lloyd watches.

LLOYD
(CALLING OUT)
Thanks a lot, Mr. Perfect. Like you
never screwed up.

Harry suddenly STOPS IN HIS TRACKS and turns back to his friend. He seems completely
drained.

HARRY
Look, man� I'm sorry.
(beat)
I never should have let you talk me
into this in the first place. You've
got a good reason to goo � a beautiful
girl's waiting for you. But let's
face it, Lloyd, there's nothing
waiting for me in Aspen.
(beat)
There's nothing waiting for me
anywhere.

Lloyd just stands there, SPEECHLESS, as Harry turns and walks away. Out of frustration, he
BANGS the snout of the car, causing it to BARK.

CUT TO:

EXT. HIGHWAY - DAY

Harry is walking down the highway, his thumb stuck out unenthusiastically. A few cars WHIZ by,
the cold wind whipping at his clothes.

A station wagon blows by and throws a BAG OF GARBAGE out the window. It lands at Harry's
feet.
EXTREME CLOSE-UP OF HARRY'S FACE - a TEAR slowly rolls down his cheek (like the
Indian in the commercial). PAN DOWN to the bag of garbage. We see it's a BAG OF ONIONS
that's ripped open.

Suddenly a HEARSE pulls up and stops. It's an ominous-looking vehicle and Harry hesitates.
Then the passenger window rolls down, revealing a contrite Lloyd at the wheel.

LLOYD
Got room for one more, if you still
want to go to Aspen.

Harry looks the hearse over.

HARRY
Where'd you find this baby?

LLOYD
Used car dealer. I traded the van
for it. Plus I got the guy to throw
in fifty bucks for gas money.
(beat)
Come on, man, what do you say? We
still partners?

Harry smiles and we

CUT TO:

EXT. COLORADO STATE LINE - DAY

An impatient Detective Dale is still staked-out at the Colorado border with several other officers.

DT. DALE
It doesn't make sense. They
should've been here hours ago.

COP
Maybe they're smarter than we
thought.

DT. DALE
How smart can they be? They're
driving a goddamn dog!

Another COP rushes over holding his walkie-talkie.

COP #2
We just got a report that they were
spotted about two hours ago heading
east near Des Moines on I-80.

DT. DALE
(incredulous)
Des Moines?! Why that's five hundred
miles from here!

COP #1
Guess they got wind of our welcoming
party.

DT. DALE
We're wasting time. Let's mobilize.

Dt. Dale heads for his cruiser while the other Cops follow. As the officers climb into their cars, we

CUT TO:

INT. HEARSE - DAY

Lloyd is driving and Harry has his feet out the window.

LLOYD
Tell me something, Harry. Would you
really have kept going home if I
hadn't come back to get you?

HARRY
Well let me put it this way, Lloyd:
Do you remember when we were Cub
Scouts and we got lost in the woods
during that blizzard? We huddled
together all night, and we made an
oath that if we ever got out of there
alive we'd never ever leave each
other's side again. Do you remember
that?

Lloyd thinks hard about this.

LLOYD
We were never Cub Scouts.

HARRY
Exactly.

Just then several COP CARS whiz by them in the opposite direction with SIRENS BLARING and
LIGHTS FLASHING. When Harry glances back at the cop cars, he notices that there's a COFFIN
in the rear of the vehicle.

HARRY (CONT.)
What the hell is this? There's a
coffin in the back!

LLOYD
Relax, it's empty.

HARRY
I don't give a shit. I'm not driving
anywhere with a casket. You know I'm
superstitious �

LLOYD
--Okay, calm down. We'll dump it off
first chance we get.

EXT. HIGHWAY - DAY

Harry and Lloyd are swerving through traffic in the hearse. Ahead of them is a REAL FUNERAL
PROCESSION. The lead car is a CADILLAC.

INT. CADILLAC (LEAD CAR) - DAY

(This is the car right behind the funeral hearse.) A MAN and a WOMAN are arguing.

WOMAN
I married a cheapskate.

MAN
Shut your trap, Gerdie.

WOMAN
I'm so embarrassed. I'll never be
able to show my face again.

MAN
I knew something good would come out
of this.

WOMAN
We could have given him a more
dignified burial.

MAN
Your uncle was a cheap man. Remember
what he got us for our twenty-fifth?
A friggin' fern. There's no way I'm
gonna spend a load to get him
planted.

EXT. HIGHWAY - DAY

While the couple ARGUES ON, Harry and Lloyd cut in front of them. The Man and the Woman
don't notice this an soon the ENTIRE FUNERAL PROCESSION IS UNWITTINGLY
FOLLOWING THE WRONG HEARSE.

CUT TO:

EXT. PIGGLY WIGGLY SUPERMARKET - DAY

Harry and Lloyd pull up to a large green dumpster behind the market. The procession comes to a
halt behind them. The guys get out of the hearse and remove the coffin from the back. Then they
unceremoniously HEAVE THE COFFIN INTO THE DUMPSTER AND WIPE THEIR HANDS
OFF.
ON THE LEAD CAR OF THE PROCESSION - The Woman's jaw is practically on the floor.

WOMAN
You son-of-a-bitch! I want a
divorce!

CUT TO:

QUICK MONTAGE OF THE HEARSE WEAVING IT'S WAY THROUGH THE SCENIC
ROCKIES AS WE REPRISE 'MARY'S PRAYER' BY DANNY WILSON.

DISSOLVE TO:

EXT. MOUNTAIN ROAD - DAY

The hearse drives past a sign that says ENTERING ASPEN, COLORADO.

CUT TO:

EXT. DOWNTOWN ASPEN - DAY

The boys stroll down the sidewalk, looking in the windows, studying the passersby, taking in the
sights and sounds of the ski town.

LLOYD
Isn't this wonderful? What more
could a couple of single guys like us
ask for?

HARRY
How about food and shelter?

LLOYD
You're so materialistic.
(beat)
Why don't we get down to business and
deliver the briefcase to Mary. Who
knows, maybe she'll invite us in for
tea and a strumpet or two?

HARRY
Jolly good idea, chap. And where
does the lovely young lady reside?

LLOYD
Um� good question.

Harry throws Lloyd a concerned look, but then notices a phone booth next to them.

HARRY
Well what's her last name? We'll
look it up in the phone book.

LLOYD
Hmmmm� You know, I don't believe I
caught that either.

Harry's concern grows.

HARRY
What about the briefcase, Lloyd?
There must've been a name on it,
right?

LLOYD
(brightening)
Come to think of it, there is. It's
engraved right into the leather.

HARRY
What is it?

LLOYD
Samsonite � spelled just like it
sounds.

Harry starts flipping through the phone book. Then abruptly HE STOPS and puts the book down,
a DEFEATED look on his face.

CUT TO:

INT. HEARSE - NIGHT

The car is parked in a parking lot across the street from a picturesque bridge. Harry and Lloyd are
shivering in the front seat as a LOUD, ICY WIND WHIPS though the hearse. They're each
spooning something out of a coffee cup and sipping it.

HARRY
Any soup left?

LLOYD
A little. Shall we share it?

HARRY
Please.

Lloyd opens a TINY KETCHUP PACKET and squirts half of it into Harry's cup and the other
half into his. They pour a few drops of water in and mix it with their spoons.

LLOYD
Mmmm mmmm good�

Lloyd smiles bravely at Harry. Harry notices something and leans toward him.

HARRY
Hey, you got something stuck in your
front teeth.

Lloyd picks a small speck out of his mouth and studies it.

LLOYD
Hmmm� looks like an old piece of
Beef Jerky.

Harry stares at it. Then:

HARRY
Wanna split it?

LLOYD
You're pathetic. Get your own.

Loyd puts the floss-meat back in his mouth and chews it. Another gust of wind swirls around
them.

HARRY
I'm freezing my ass off, Lloyd.

LLOYD
Roll up your window.

HARRY
It is rolled up.

LLOYD
Then I guess the damn anti-cold
system isn't working. You really
should get it fixed if we're gonna
live here all winter.

HARRY
What anti-cold system?

Lloyd points to the dash.

LLOYD
Right here � the A/C button. I put it
on full blast about an hour ago and,
if anything, the car's getting
colder.

Harry stares at Lloyd and then throws down his cup, disgusted. He opens the car door and starts
to climb out.

LLOYD (CONT.)
What are you going out there for?

HARRY
To warm up.

EXT. HEARSE - NIGHT

Harry gets out and leans against the car with his arms crossed. Lloyd comes from around the other
side.

LLOYD
What are you worrying about now?

HARRY
I'm worried about how you're gonna
survive the pummeling I'm about to
give you.

LLOYD
Huh?

Suddenly Harry LUNGES at Lloyd, who takes off around the other side of the car. Harry leaps
across the hood, but Lloyd manages to evade his grasp.

LLOYD (CONT.)
Harry, calm down! You're acting like
a wild animal!

HARRY
Get over here and take your medicine,
Lloyd!

LLOYD
Sorry, doc, I can't take medicine.
I'm a Christian Scientist!

Lloyd continues to outrun him around the car. Frustrated, Harry opens the car and PULLS THE
BRIEFCASE OUT.

LLOYD (CONT.)
What are you doing?

HARRY
Something I should've done a long
time ago. This stupid thing has been
the root of our problems all along.

Harry starts walking toward the bridge spanning a river.

LLOYD
Don't do anything foolish, Harry.

HARRY
Foolish? This is the most sensible
thing I've done in years. I'm gonna
toss this goddamn curse right into
that river.

Lloyd starts to follow after Harry.

LLOYD
You're making a big mistake, Harry!
I'll never forgive you for this!

Harry keeps marching toward the bridge, determined to dispose of the briefcase.

LLOYD (CONT.)
Harry, hold up! Things are gonna get
better, I promise! In fact, I think
I feel another piece of Beef Jerky in
my left molar! It's yours, Harry,
all yours!

Harry stops in his tracks, intrigued.

HARRY
You're bluffing.

LLOYD
No I'm not, man � look.

Lloyd pulls his cheek back, revealing a molar. Harry squints at it.

HARRY
That's a filling, you liar!

Just then, Lloyd makes a dash at Harry. Harry turns and runs, but Lloyd TACKLES HIM as they
reach the bridge. The briefcase GOES FLYING, and the guys wrestle pitifully with one another in
the snow, rolling over and over.

Finally, Harry manages to get the upper hand. He climbs on top and CLASPS HIS HANDS
AROUND LLOYD'S THROAT.

HARRY (CONT.)
I used to have a life! A miserable
one, but a life, nonetheless!

Suddenly Lloyd's EYES LIGHT UP as he sees something O.S. behind his friend.

LLOYD
(CHOKED VOICE)
Harry, look!

Harry turns and HIS EYES LIGHT UP, TOO. He lets go of Lloyd as we see

THEIR POV - the briefcase is lying BUSTED OPEN on the ground, revealing STACKS AND
STACKS OF BIG, BEAUTIFUL HUNDRED DOLLAR BILLS!

CUT TO:

EXT. DOWNTOWN ASPEN - NIGHT

Harry and Lloyd are hurrying down the sidewalk, clutching the briefcase. The city is lit up with
millions of tiny lights, like a fantasy winter wonderland.

LLOYD
Okay, here's the plan: We borrow a
few bucks � just a small loan � from
the briefcase, and we check into a
cheap motel.

HARRY
Sounds good.

LLOYD
And we'll keep track of the money we
spend with IOUs.

HARRY
We'll be meticulous � right down to
the last penny.

LLOYD
That way, whatever we borrow we can
pay back.

HARRY
Absolutely. We're good for it.

LLOYD
You know, as soon as we get jobs.

HARRY
It'll come right out of our first
paycheck.

CUT TO:

INT. ELEGANT HOTEL SUITE - NIGHT

A tuxedoed Bell Captain, BARNARD, is showing the guys around an ENORMOUS AND
LUXURIOUS SUITE. The place is big enough to throw a touchdown bomb in.

BARNARD
�This is the Hotel Danbury's
Presidential Suite, gentlemen. It's
normally reserved for royalty,
visiting dignitaries, and illustrious
stars of stage and �

LLOYD
--We'll take it.

The Bell Captain is a bit taken aback, but pleased.

BARNARD
Very good, sir. Are there any bags
you'd like sent up?

LLOYD
Thanks, Barnard, but we'll find our
own chicks.

BARNARD
(peevish)
I wasn't talking about ladies.

HARRY
Oh. Then go ahead and send thim up.
What are their names?

Barnard SIGHS.

BARNARD
Sir, I meant your luggage.

Harry forces a. embarrassed half-smile.

LLOYD
Tell you what you can send up, my
friend � how about some chow?

The Bell Captain nods.

BARNARD
I'll bring you a menu.

LLOYD
Don't bother. Just order us one of
everything.

At this, Harry serves Lloyd a reproachful look.

HARRY
One of everything? Lloyd�

Lloyd looks guilty.

LLOYD
Oh, sorry.
(beat)
Make that two of everything.

Harry smiles at this as Lloyd pulls a wad of HUNDRED DOLLAR BILLS out of his pocket. He
rips one off and tucks it in Barnard's top pocket.

LLOYD (CONT.)
And here you go, Barney. You keep us
happy, we'll keep you happy.

The Bell Captain, Barnard, is energized by this tip.

BARNARD
Yes, sir!

He bows and leaves the room. Then Lloyd cracks open the briefcase and inserts a SMALL PIECE
OF PAPER.

LLOYD
(proudly)
Our first IOU. Signed and dated.

CUT TO:

EXT. SWANSON CHALET - NIGHT

Helen Swanson is KNOCKING on her step-daughter's bedroom door. She's holding a tray with a
couple of mugs on it.

HELEN
Mary? You awake?

MARY
(o.s.)
Come in�

INT. MARY'S BEDROOM - NIGHT

Mary is sitting in a chair looking sadly out the French windows when Helen ENTERS.

HELEN
I brought you some tea. I thought it
might help you relax.

Mary smiles.

MARY
Thank you.

She takes a mug, sips, and pulls back.

MARY (CONT.)
Yech! What's in this, whiskey?

HELEN
Uh, sorry� that one's mine.

Helen grabs the mug from Mary and hands her the other one.

HELEN (CONT.)
Feeling any better, honey?

Mary can't take her eyes from the window.

MARY
Just knowing that Melvin's out there,
being held by God knows who�
(fighting back tears)
It's all my fault. I should've been
there.

HELEN
Bullshit. You can't blame yourself
for this. If you'd been there they
would've taken you, too.

Helen pulls out a joint and torches it up. She takes a hit.

MARY
Maybe we should just pay them the
money again and get this thing over
with.

HELEN
Now Mary, everything that can be done
is being done. You've got to stop
torturing yourself.

MARY
What am I supposed to do? Go about
my life as if everything were fine?

HELEN
That's exactly what you should do.
Get the hell out more, go skiing,
socialize. Don't you see, honey? We
can't let on that anything is wrong.
If the press or authorities get wind
of this, the kidnappers might panic.
(beat)
Who knows what they'd do to poor
Melvin then?

As Mary thinks about this, we

CUT TO:

EXT. HOTEL DANBURY - DAY

The Guys pull up to the front of the hotel in the hearse. Several HOTEL EMPLOYEES rush to
help them. Harry and Lloyd get out wearing OVERLY TRENDY SKI GARB, complete with fur
boots, NASA designed goggles, and splashy fluorescent colors everywhere. The Employees all
grab the shopping bags and then line up as Lloyd TIPS THEM ALL handsomely.

INT. BEDROOM - PRESIDENTIAL SUITE - NIGHT

The huge beds are covered in boxes and bags of new goodies. Lloyd is going through it all. Harry
is sitting out on the balcony with his feet up on the railing, checking out the mountain view.

HARRY
Oh god, it's really true. Last night
I thought I might've been dreaming.

LLOYD
It's no dream, Har. We finally
cracked the big time.

HARRY
And it was so simple. All it took
was somebody else's money.

Harry LIGHTS A CIGAR WITH A TWENTY DOLLAR BILL, takes a hearty puff, and
EXHALES.

HARRY (CONT.)
You know, Lloyd, I think you might've
gone a little overboard with the
spending today.

He blows out the twenty and tosses it off the balcony.

LLOYD
What's the big deal? We're gonna pay
it all back anyway, right?

HARRY
Sure, but do you really think you
needed to buy those two surfboards?

LLOYD
Surfboards? I thought those were
beginner's skis.

This suddenly makes sense to Harry.

HARRY
Ahhh. I was wondering why you had
those bindings put on them.

Lloyd opens a box and holds up a SCANTY NEGLIGEE.

LLOYD
Where'd this come from?

HARRY
(sheepishly)
I bought it.

LLOYD
What for?

HARRY
I like the feel of it against my
skin�
(defensive)
�I mean, you know, when a woman's
wearing it.

Lloyd inspects it more closely.

LLOYD
Harry, how many women do you know who
wear a size XXL?

HARRY
Look, leave me alone. I'm rich now.
I'm supposed to have a few
eccentricities.

There's a KNOCK on the door.

LLOYD
Enter, parlez vous!

The Bell Captain, Barnard, ENTERS with a champagne bucket and a newspaper under his arm.

BARNARD
I brought you your newspaper and some
champagne, gentlemen. Unfortunately,
we didn't seem to have the, um, label
you requested.

Lloyd examines the champagne's label and frowns.

LLOYD
All out of Boone's Farm, huh?

BARNARD
You have a rapier wit, sir. I took
the liberty of bringing a comparable
substitute: Dom Perignon.

LLOYD
Guess it'll have to do, slugger, eh?

Lloyd smiles and over tips him.

BARNARD
Thank you so much, sir.

He puts the tray down, hands Lloyd the newspaper, and heads for the door.

LLOYD
Oh, one more thing: You can dispense
with the 'sir' crap. Let's face it,
Barney, we're all from the same mold.
(winks)
We just have a little more dough than
you right now.

Barnard smiles and EXITS. Harry comes back in the room. He picks up a champagne glass and
flicks it with his finger, sending out a resonant RING.

HARRY
Cocktail hour has commenced!

He starts to open the champagne bottle as Lloyd begins thumbing through the newspaper.

HARRY (CONT.)
Hey, later on what do you say we�?

He notices that Lloyd's mouth has dropped open at something he's found in the paper.

HARRY (CONT.)
Lloyd� you okay?

LLOYD
(dumbstruck)
Harry, it's her.

HARRY
Who?

LLOYD
Mary with the briefcase. This is
her�

He shoves the newspaper at Harry.

CLOSE ON THE HEADLINE - it reads: SWANSONS TO HOST PRESERVATION GALA
TONIGHT; CITY'S ELITE EXPECTED. Underneath this is a photograph of Mary with her
parents.

LLOYD (CONT.)
Mary Swanson�

HARRY
Come on, Cinderella, it's time to get
you ready for the ball�

Roy Orbison's "Pretty Woman" plays over a�

MONTAGE OF HARRY AND LLOYD'S GLAMOUR MAKE-OVER:

-The boys are in a beauty parlor getting their hair shampooed.

-Harry and Lloyd sit beneath old-fashioned hair dryers. The ATTENDANTS lift the dryers from
their heads, revealing both guys' hair in curlers.

-Lloyd's getting shaved by an ATTENDANT with a straight-razor. Suddenly Lloyd grabs his neck
as if he's been nicked. BLOOD SQUIRTS OUT from between his fingers. The other
CUSTOMERS stare in horror at this. Lloyd LAUGHS and shows everyone a SQUEEZE
KETCHUP BOTTLE hidden in his hand. Only Harry and Lloyd seem to find this joke amusing.

-We see them getting their nose hairs clipped. PAN DOWN to the floor to reveal a PILE OF
NOSE HAIR CLIPPINGS.

-Then a shot of a MAN next to them getting a pedicure. PAN OVER to Lloyd's bare feet � he has
toe nails like Howard Hughes. Sparks are flying as an ATTENDANT wearing safety goggles tries
to sand down Lloyd's toenails with an electric sander.

-Harry is lying on his stomach with his shirt off, getting a massage from a beautiful ORIENTAL
MASSEUSE. He pulls a hundred dollar bill from under his towel, hands it to her, and WHISPERS
in her ear. She smiles.

-Next we see the Oriental Masseuse lying on her stomach with her shirt off, while Harry happily
massages her back.

-The guys are in an expensive haberdashery. Harry comes out of the dressing room in a very
elegant BLACK TUXEDO. He couldn't look any more suave. The SALEMAN nods, impressed,
but Lloyd shakes his head no and Harry goes back in.

-Harry reappears in another stylish WHITE TUXEDO. The Salesman looks on hopefully, but
Lloyd again disapproves.

-This time Harry comes out in a JUNIOR-PROM-LIKE SKY-BLUE TUXEDO, complete with
TACKY FRILLS. The Salesman looks sickened as Lloyd give Harry the thumbs up.

PAN ACROSS THE STREET from the haberdashery - an apprehensive J.P. Shay is sitting in a
parked car, WATCHING HARRY AND LLOYD.

DISSOLVE TO:

EXT. ASPEN PRESERVATION SOCIETY - NIGHT

Throngs of GUESTS in black-tie and elegant gowns are entering the building. Suddenly the hearse
pulls up � with Harry and Lloyd BUMPER SURFING BEHIND IT. Harry's wearing his blue
tuxedo. Lloyd's tux isn't any better � it's pumpkin orange. (THEY'VE GOT MATCHING TOP
HATS AND CANES.) When the hearse stops, the boys hand the driver � Barnard � a couple
hundred dollars.

LLOYD
Thanks for the lift, Barney.

INT. ASPEN PRESERVATION SOCIETY

Nicholas Andre is greeting people at the door. However, when Harry and Lloyd try to enter, he
stops them and gives them the once over.

ANDRE
Excuse me, gentlemen, but this is a
five-hundred-dollar-a-plate dinner.

Harry and Lloyd look at each other and shrug. Then Lloyd takes out a WAD OF BILLS and peels
off TEN HUNDREDS, much to the amazement of Andre.

LLOYD
This should cover a couple plates.

HARRY
I'm kind of hungry, Lloyd. What if
we want seconds?

Lloyd thinks about this. Then he peels off another thou.

LLOYD
Put us down for four plates, my good
man.

They ENTER the party. As Andre watches them go, his associate � J.P. Shay � comes up beside
him, an alarmed look on his face.

J.P. SHAY
(WHISPERING)
Jesus Christ, boss� it's them.

BACK ON HARRY AND LLOYD - the guys make their way through the affluent crowd.

LLOYD
I'm getting nervous, Harry.

HARRY
relax, Lloyd. These people are just
like you and me.

LLOYD
What are you talking about? They're
educated, well-bred, charming, and
sophisticated.

HARRY
So what? We can be sophistica � holy
shit, would you look at the fun bags
on that hose hound.

He points out a busty BLONDE BOMBSHELL entering the party. Lloyd rolls his eyes.

LLOYD
Don't do this to me, Harry. I'm
already a wreck. What if Mary
doesn't like me?

HARRY
Look, let's just go saddle up to the
bar and down a couple bowls of
loudmouth soup. A little booze'll
bring back that old Lloyd Christmas
over-confidence.

The guys stand out at the glittering social scene as they make their way to the bar.

LLOYD
(to BARTENDER)
Two martinis, straight up.

As Harry and Lloyd silently take in the party, a BEAUTIFUL RED HEAD reaches between them
for a cocktail napkin, then walks away.

LLOYD (CONT.)
Shut up, Harry.

HARRY
I didn't say anything.

LLOYD
Yeah, well I know what you were gonna
say and I'm telling you to shut up in
advance.

HARRY
How do you know what I was gonna say?

LLOYD
I read you like a book.

HARRY
Okay, if you read me like a book then
what was I gonna say?

LLOYD
You were gonna say:
(in Harry's looped VOICE)
'That's one fiery bush I wouldn't
mind roasting my weenie in.'

Harry raises his eyebrows, IMPRESSED.

LLOYD (CONT.)
And I would say 'shut up', because
this is our chance to get in with the
rich and powerful and you don't
ingratiate yourself to the kind of
people by acting like Ron Jeremy on
Spanish Fly.

The Bartender delivers their martinis as we hear the o.s. CLINKING of a glass. The guys turns to
see Nicholas Andre standing at a podium. Next to him is a LARGE, COVERED DISPLAY. On
his other side are Karl and Elizabeth Swanson.

ANDRE
If I could have your attention,
please�

The crowd QUIETS.

ANDRE (CONT.)
I'd like to thank you all for coming
to this very special event. As you
know, the Aspen Preservation Society -
founded and chiefly funded by our
great benefactors, Karl and Helen
Swanson - is the world's foremost
defender of endangered species. Our
sprawling grounds are home to twenty-
three separate varieties of animals
that are currently listed on the
United Nation's charter of protected
species. Tonight, we are deeply
honored to have Mr. Karl Swanson
welcome our twenty-fourth.

The crowd CLAPS as Mr. Swanson takes Andre's place at the podium.

MR. SWANSON
Ladies and gentlemen, I give you the
Icelandic Snow Owl.

He pulls the cover off, revealing TWO MAJESTIC, FLUFFY WHITE OWLS IN A CAGE.
Everyone OOHS and AHHS.

MR. SWANSON (CONT.)
These magnificent specimens were
rescued recently, culminating a five-
year, two-million-dollar effort on
our part. Together, they constitute
one-seventh of the snow owl
population left on the planet.

ON ANDRE - he's nervously eyeing Harry and Lloyd. He looks pale.

MR. SWANSON (CONT.)
Here these lovely birds will be
allowed to breed in a natural but
protected habitat. And, God willing,
with your help and that of the
Society's, we will see these
wonderful creatures flourish once
more.

More APPLAUSE.

MR. SWANSON (CONT.)
Again, thank you, and enjoy your
evening. Oh, and feel free to take a
closer look at our new friends here.
Enjoy.

The crowd APPLAUDS and begins to mingle again. Lloyd turns back to the Bartender and holds
up his empty glass.

LLOYD
Two more, please.

Harry stares at Lloyd with concern.

HARRY
Lloyd, I've never seen you this
uptight. You've gotta chill out.

LLOYD
I can't help it. This is a very
important night for me.
(beat)
Harry, have you ever wondered why you
and I never have long-term
girlfriends?

HARRY
What are you talking about? I went
out with Fraida Felcher for two and a
half weeks.

LLOYD
That was a fluke.
(beat)
The reason we never have long-term
girlfriends is because of one thing:
We're afraid of the C word.

HARRY
That's crazy. We live for the C
word.

LLOYD
I'm talking bout commitment.

HARRY
(beat)
Oh.

LLOYD
Well I'm ready for commitment, Harry.
The first time I laid eyes on Mary
Swanson, I knew she was the one.
(beat)
Some things you feel in your heart,
other things you feel in your groin.
This girl makes me feel it all in the
heart.

Suddenly Lloyd notices something across the room.

HIS POV - a beguiling Mary Swanson is talking with a couple of guests. She's wearing a
spectacular black cocktail dress.

Lloyd quickly turns toward the bar.

LLOYD
Oh shit, there she is.

HARRY
(checking her out)
Wow. You weren't kidding, Lloyd.
She's an angel.
(beat)
Well, what are you waiting for? Get
over there and talk to her.

LLOYD
She's gonna think I'm some kind of
psycho when she realizes how far I
came just to see her.

HARRY
You have her briefcase � she's gonna
be thrilled to see you.

LLOYD
And then what? She'll take it back
and that'll be it. I'm a nobody.

Harry thinks about this a moment.

HARRY
Look, man, you just drove two
thousand miles to see this girl.
Don't quit on the last fifty feet.

LLOYD
(brightening)
Wait a second, I have an idea. You
go over and introduce yourself. That
way you can build me up so when I
come along I won't have to brag about
myself. Tell her I'm good-looking
and I'm rich and I have a rapist's
wit.

HARRY
I can't tell her you're good looking,
Lloyd � she's got eyes.

Lloyd takes a big gulp of his new martini.

LLOYD
Please Harry, I'm appealing to you as
one loser to another. Just build me
up and then give me a signal to come
over. Please.

Harry SIGHS.

HARRY
All right. But you're gonna owe me a
big one for this.

Harry straightens his polka-dot bow-tie, then APPROACHES Mary, who is now standing alone,
admiring the owls.

HARRY (CONT.)
Nice set of hooters you got there.

Mary turns to Harry, stunned.

MARY
I beg your pardon?

HARRY
The owls. They're beautiful.

MARY
Oh. Yeah.
(beat)
Are you a bird lover?

HARRY
Well, I used to have a parakeet, but
my main area of expertise is
canines � that's dogs to the
layperson.

She smiles at this.

MARY
Thanks. I love dogs, too. So how
are you involved with them?

HARRY
Oh, I've trained them, bathed them,
clipped them; I've even bred them.

MARY
Really? Any unusual breeding?

HARRY
Nah, mostly just doggie-style. But
one time we successfully mated a
Bulldog and a Shitzu.

MARY
Really? That's weird.

HARRY
Yeah. We called it a Bullshit.
(breaks out LAUGHING)
Just a little breeder joke.

She seems strangely charmed by this.

HARRY (CONT.)
Anyway, the real reason I came over
is because I want to introduce you to
a friend of mine.

Just then, Mary's stepmother approaches. She's holding a martini and looking a little sloshed.

HELEN
Mary, I don't believe I've met your
friend.

MARY
Actually, we haven't been introduced
yet.
(holds out hand)
I'm Mary Swanson, and this is my
stepmother, Helen.

HARRY
Harry Dunne. Pleasure meeting you
both.

HELEN
I saw you come in earlier, Mr. Dunne.
I was hoping we'd get a chance to
meet.

HARRY
(taken aback)
You were?

HELEN
That tuxedo � I love a man with a
sense of humor. So does Mary.

Mary shoots Helen a look, then smiles at Harry.

HARRY
Really?

For a moment, he's caught up in Mary's eyes, but then manages to snap out of it.

HARRY (CONT.)
Anyway, about my friend �

HELEN
--Are you doing anything tomorrow,
Mr. Dunne? Because I believe Mary's
looking for somebody to hit the
slopes with.

HARRY
Whuh?

MARY
Helen, you're embarrassing me.

HELEN
Well you are, aren't you?
(to Harry)
Poor girl doesn't get out enough. So
what do you say, Harry? Are you
available?

Harry thinks about this, then looks across the room at a hopeful Lloyd.

HARRY
Oh, I don't know. You see, my
friend �

HELEN
--Forget your friends for one day.
You and Mary will have a ball.

Mary's captivating eyes meet his, waiting for an answer.

HARRY
Um� well� I don't know. You see,
the thing is� sure.

ON LLOYD - he waits impatiently at the bar as Harry returns.

LLOYD
How come you didn't call me over?

HARRY
Relax, you're golden. I got you a
date with her tomorrow.

Lloyd falls back against the bar and grabs his chest. He's SPEECHLESS.

LLOYD
Wha� you� I� it's�
(smiles)
I love you, man. I love you!

Lloyd clamps an embarrassed Harry in a TIGHT EMBRACE.

HARRY
Okay, get a grip, Lloyd. You're
making a scene.

Lloyd steps back elated.

LLOYD
This calls for a toast!

He grabs a bottle of champagne out of a bucket and starts to open it.

LLOYD (CONT.)
You're gonna be my best man, Har, I
mean it. It was always between you
and my future wife's brother, but you
just earned a seat at the head table,
pal.

Suddenly the CORK SHOOTS OUT OF THE CHAMPAGNE BOTTLE AND ZIPS ACROSS
THE ROOM LIKE A BULLET � DIRECTLY TOWARD ONE OF THE NOW EVEN WIDER-
EYED OWLS. In quick succession we hear a BOK!, a SQUAWK!, and a THUMP!

A HUSH falls over the entire party as everyone turns their stunned attention to the cage.

THEIR POV - feathers are floating in the air throughout the cage, and one of the Icelandic Snow
Owls LIES ON ITS BACK, its species now one bird closer to extinction.

Harry and Lloyd look on in horror. Harry takes the smoking champagne bottle from Lloyd and
places it on the bar.

HARRY
(under breath)
I think we've done enough hobnobbing,
Lloyd.

The guys LOWER THEIR HEADS and slink out of the room before anyone can figure out what
happened � anyone except for Nicholas Andre, that is; we PAN to show that he's been standing
nearby watching their every move. And he doesn't look very happy.

CUT TO:

INT. AASPEN APARTMENT - NIGHT

Nicholas Andre is pacing the room with a drink in his hand while J.P. Shay looks on nervously.

J.P. SHAY
Maybe it was just a coincidence.

ANDRE
Don't be stupid. It's a message,
plain and simple: We killed their
bird, now they killed ours.

J.P. SHAY
But how could anybody off a bird with
a cork?

ANDRE
These guys arent' just anybody.
They're good. Look what they did to
Mental. He was the best, and yet he
fell right into their web.

J.P. SHAY
But the bastards already got our
money. What the hell more could they
want?

Andre runs his fingers through his hair.

ANDRE
(at wit's end)
I don't know, god damn it!

CUT TO:

INT. BEDROOM - PRESIDENTIAL SUITE - THE NEXT MORNING

A jubilant Lloyd is fixing his hair in the mirror. In the b.g., Harry is putting on his new ski clothes
� including a pair of thermal tights.

LLOYD
Mrs. Christmas� Mary
Christmas� Mrs. Mary Christmas. You
know, it has kind of a ring to it,
doesn't it, Har?

HARRY
Sounds nice, Lloyd, but don't you
think you may be jumping the gun a
little? I mean, who knows, when you
get to know her, you may find out
she's not your type.

LLOYD
Impossible. I know my type when I
see it. Now let me get this
straight, she wants me to meet her at
the Avalanche Bar and Grill on Main
Street?

HARRY
That's what she said. Ten o'clock
sharp.

This is when Lloyd notices Harry's get-up.

LLOYD
Time out. Where are going
dressed like that.

HARRY
I, uh, thought while you were making
your love connection I'd try my luck
on the slopes.

LLOYD
You mean you're gonna go out in
public dressed in tights?

HARRY
These aren't tights. They're
fashionable Euro-trash ski trousers.

LLOYD
But you can see the outline of your
who-who.

Harry looks down at his crotch.

HARRY
Really?

LLOYD
Turn sideways.

Harry turns his profile against the window.

LLOYD (CONT.)
Actually, it's just a tiny little
lump. No one will ever notice.

HARRY
You're right. I can't go out dressed
like this.

CUT TO:

EXT. ASPEN BASE LODGE - DAY

ESTABLISHING SHOT of the building.

INT. ASPEN BASE LODGE

People are putting their boots on and their skis are lined up on the wall behind them. Mary is
waiting by the fireplace in an incredibly sexy snowsuit.

Suddenly Harry appears in the room, dressed ridiculously. As he begins to clumsily make his way
through the lodge toward Mary, we see that he ALREADY HAS HIS SKIS ON. He kicks over a
row of skis and gets glares from all sides. Finally he reaches her, OUT OF BREATH.

HARRY
Sorry I'm late. It's a bitch driving
a clutch with these things.

EXT. CHAIR LIFT - DAY

Harry and Mary are at the front of the lift line. The couple ahead of them get on a chair, and then
they shuffle into position. Harry crouches nervously, waiting for the chair. The chair swings
around, comes up behind them, and makes a smooth pick up � of Mary, that is. An embarrassed
Harry is STILL IN THE CROUCHING POSITION, having missed the ride. Mary looks back at
him, confused. Suddenly he pretends to be stretching.

HARRY
(CALLING OUT)
You take the first run alone. I'm
gonna loosen up down here.

CUT TO:

INT. AVALANCHE BAR & GRILL - DAY

Lloyd ENTERS the bar as the WAITERS are setting up for the day.

WAITER
I'm sorry, we don't open until
eleven.

This is disconcerting news to Lloyd.

LLOYD
I'm meeting someone. Mind if I wait
at the bar?

The Waiter shrugs and Lloyd sits down at the empty bar.

CUT TO:

EXT. CHAIR LIFT - DAY

Harry and Mary are now sitting together on a chair as it rises higher and higher toward the
imposing mountain top. Harry holds onto the chair's frame nervously.

MARY
Beautiful day, huh, Harry?

HARRY
Glorious.

Mary takes a DEEP BREATH.

MARY
God, it feels so good to get up here.
I haven't been outdoors much in the
last couple of weeks.

HARRY
Why not?

MARY
(evasive)
There's been� family problems. I
don't want to bore you with them.

HARRY
Thanks.

He looks mindlessly off in the distance. Then Harry notices a PATCH OF FROST on the chair lift
bar.

HARRY (CONT.)
Oh, look� frost.

He licks it � and his TONGUE IMMEDIATELY FUSES WITH THE FROZEN METAL. He
tugs a few times, but it won't budge.

MARY
Are you okay?

HARRY
(lisping)
Sure. I do this all the time�

CUT TO:

EXT. MOUNTAIN TOP - DAY

As Mary and Harry arrive at the top of the lift, Mary disembarks but Harry stays on.

HARRY
(lisping)
See ya at the bottom�

Harry and the chair lift swing around and start heading down the hill.

CUT TO:

EXT. BOTTOM OF MOUNTAIN - DAY

The chair lift comes back around with Harry still sitting on it, stuck to the bar. Two LITTLE
KIDS climb on with him.

HARRY
(lisping)
Hi.
(off their looks)
Say, kids, you wouldn't happen to
have a cup of warm water, would you?

The two kids just stare at him.

CUT TO:

INT. AVALANCHE BAR & GRILL - AFTERNOON

A despondent Lloyd's got a couple of empties in front of him now. The bar is open and there are a
few CUSTOMERS sprinkled about. Lloyd takes a sip of his drink and looks up at the clock on the
wall. It's 12:30.

We see a pair of beautiful legs slide onto the stool next to him. PAN OVER to reveal that it's the
Athletic Beauty that Harry had tried to pick up at the truck stop.

ATHLETIC BEAUTY
Hi.

Lloyd GRUNTS a hello.

ATHLETIC BEAUTY (CONT.)
Bad day, huh?

Lloyd GRUNTS once more.

ATHLETIC BEAUTY (CONT.)
(big smile)
well don't worry, Mercury's supposed
to be coming out or retrograde
tonight. Things will get better.

As Lloyd GRUNTS again, we

CUT TO:

EXT. BASE LODGE - AFTERNOON

Mary gracefully carves her way to the bottom of the hill and stops with a snow-spraying flourish.
She looks around the outdoor patio for Harry. She spots something and does a DOUBLE-TAKE.

MARY'S POV - Harry is sitting at a table, STILL ATTACHED TO THE CHAIR LIFT (which
has been removed from the cable). He's drinking a cup of coffee and trying to act nonchalant,
despite the gawking of the other SKIERS. There's a MIME performing in the b.g.

BACK TO SCENE

MARY
My god. Harry, are you okay?

HARRY
(lisping)
I'm fine, I'm fine. It'll come off.

CUT TO:

CLOSE UP of Harry's head through a RIFLE SCOPE. REVERSE ANGLE to reveal J.P. Shay a
few hundred feet up the hill with a high-powered rifle trained on Harry.

SHAY
You're luck just ran out, pal.

As his trigger finger TWITCHES with anticipation, we go

BACK TO SCENE

MARY
This is silly. Let me help you�

Mary gets up and stands behind Harry. He MOANS nervously. She grabs his head in both hands
and starts pulling it away from the bar. We see HARRY'S TONGUE STRETCH
RIDICULOUSLY� FIVE INCHES� SIX� THEN EIGHT. Harry GROANS in pain.
Suddenly, his TONGUE COMES UNDONE and Harry and Mary fall backwards � out of the path
of J.P. Shay's bullet as it WHIZZES BY. We hear the Mime in the b.g. CRY OUT in pain:

MIME
GODDAMN IT! WHAT THE FUCK?!

The poor Mime holds his bleeding hand and retreats nervously into the lodge as the CROWD
BOOS him.

CUT TO:

INT. AVALANCHE BAR & GRILL - AFTERNOON

Lloyd's now swimming in despair, as the Athletic Beauty RAMBLES ON beside him.

ATHLETIC BEAUTY
�Anyway, after my boyfriend backed
into my garage for the third time, I
said to myself, 'Run, Cathy, run for
your life before he kills you both'.
Then you know what the klutz does �

LLOYD
--No, and to be perfectly honest, I
don't really care.
(beat)
Look, I'm sorry, but I'm not very
good company today.

ATHLETIC BEAUTY
I'll say.
(beat)
I have an idea. Why don't you tell
me a little about yourself.

LLOYD
Maybe some other time.

Lloyd motions for the BARTENDER.

LLOYD (CONT.)
Excuse me, you wouldn't happen to
know a Mary Swanson, would you?

BARTENDER
Sure. Her family comes in here all
the time.

LLOYD
Do you know where she lives?

BARTENDER
Yeah, they got that big place up on
Alpine Drive.

CUT TO:

EXT. SWANSON CHALET - LATE AFTERNOON

The hearse pulls up to the house and stops.

INT. HEARSE

MARY
I've got to tell you, today was
really just what I needed. Thanks a
lot, Harry.

HARRY
My pleasure, Mary.

She beams and gives him a KISS on the cheek.

MARY
So you'll pick me up tonight at 7:45?

HARRY
Better make it quarter to eight.
I've got a few things to take care of
first.

Harry watches, lovestruck, as Mary gets out of the car and walks toward the house.

HARRY (CONT.)
(to himself)
Mary Dunne� Mrs. Mary Dunne� Got a
nice ring to it.

We PAN from the hearse to some nearby bushes, where we see a SHATTERED LLOYD
WATCHING ALL THIS IN DISBELIEF.

LLOYD
Some best man.

DISSOLVE TO:

MONTAGE of Lloyd walking through the hills of Aspen, totally BUMMED OUT.

DISSOLVE TO:

INT. BEDROOM - PRESIDENTIAL SUITE - EVENING

Lloyd is sitting forlornly on the bed while Harry feigns surprise at what he's just heard.

HARRY
It doesn't make any sense, Lloyd.
She told me ten o'clock sharp. Are
you sure you went to the right bar?

LLOYD
Believe me, it was the right place.
(SIGHS)
I don't know, Har, maybe she just had
second thoughts.

HARRY
I have a hard time believing that,
Lloyd. The girl said she couldn't
wait to see you again.

Harry paces back and forth when suddenly SOMETHING OCCURES TO HIM.

HARRY (CONT.)
Wait a minute�

LLOYD
What?

HARRY
It just occurred to me. She must've
meant ten o'clock at night.

LLOYD
(brightening)
Do ya think�?

HARRY
Of course! Why would she have you
meet her at a bar at ten in the
morning?

LLOYD
(shrugging)
I just figured she was a raging
alcoholic.

Harry BARKS OUT A LAUGH at their stupidity.

HARRY
Boy, aren't we a couple of beauties?

LLOYD
I knew there was an explanation. And
here I thought she was standing me
up.

HARRY
That'll teach you to jump to
conclusions.
(beat)
Anyway, since you have your night all
planned, I think I'll run out and
catch a flick.

As Harry walks into the closet to change, Lloyd clenches his fist and glares after him. Then he
regains his composure and moves to the bar.

LLOYD
Will you join me in a good luck toast
before you head out?

HARRY
(o.s.)
Sure thing, pal. Whatever you think
will help your chances.

Lloyd BITES HIS LIP at this. He fills two mugs with coffee and throws a splash of Bailey's in
each. He check to make sure Harry is still in the closet, then pulls out a BOX OF EX-LAX.
LLOYD DUMPS THE ENTIRE PACK INTO ONE MUG AND MIXES IT IN.

When Harry comes out of the closet dressed in a NEW SUIT AND TIE, Lloyd does a double-
take.

LLOYD
Pretty snazzed out for a movie, aren't
you?

HARRY
Uh� it's for mature audiences. I
don't wanna chance getting turned
away at the door.

LLOYD
I see.

Lloyd hands him the mug with the Ex-Lax. Then he lifts his own glass.

LLOYD (CONT.)
To my friend Harry the matchmaker.

Harry feels a pang of guilt but drinks up anyway.

HARRY
Mmmmm�

He GULPS DOWN THE DRINK.

CUT TO:

INT. HEARSE - NIGHT

Harry's driving along, WHISTLING happily to himself in anticipation of the night. Suddenly we
hear a LOW, INTESTINAL RUMBLE. He reacts and rubs his stomach.

EXT. SWANSON CHALET - NIGHT

The hearse parks on the street and Harry gets out. He's walking up the steps to the house when we
hear more GASEOUS THUNDER from his stomach. Harry stops in his tracks, gets his insides
under control, and continues to the front porch, where he RINGS the bell.

Mary answers the door, fiddling with her earrings.

MARY
Hi. Come on in.

INT. SWANSON CHALET

Harry follows her inside.

MARY (CONT.)
Make yourself at home. I'm almost
ready. Just give me one more minute.

As she disappears down a hallway, we hear Harry's UPSET STOMACH again. He notices a
bathroom off the hallway and rushes inside.

INT. BATHROOM

HOLD ON Harry's face as he quickly pulls his pants down and nestles onto the throne. He lets out
a SIGH OF RELIEF as he does his business, then leans over and SLIDES OPEN THE WINDOW
to air the room out. He's still glued to the toilet when he hears a KNOCK on the door.

MARY (CONT.)
(o.s.)
Are you in there, Harry?

HARRY
(nervously)
Be right out.

MARY
(o.s.)
I hope you're not using the toilet.
It's broken.

ZOOM IN TIGHT on Harry's face - his EYES GO WIDE and a visible SWEAT breaks out on his
forehead.

HARRY
Huh?

MARY
(o.s.)
It doesn't flush.

HARRY
Um, no, I was just� shaving.

EXT. HALLWAY

A confused Mary is standing outside the bathroom door.

MARY
Shaving?

HARRY
(o.s.)
Yeah! I was running a little late.
Thought this would save time.

MARY
Okay. Well I'll be in the living
room whenever you're ready.

INT. BATHROOM

Harry's got his pants back on and is lifting the lid off the toilet tank. He starts tinkering with a few
valves.

HARRY
(under breath)
Come on, flush, you bastard�

EXT. LIVING ROOM - SWANSON CHALET - NIGHT

Mary's sitting patiently on the couch with her legs crossed. She looks at her watch, then flips on
the TV.

ON THE TUBE - the news is on. A WOMAN REPORTER is addressing the CAMERA gravely:

REPORTER
We'll be back in a minute with the
story of the blind Indiana boy who
was duped into buying a dead
parakeet.

We see Billy � the blind boy from apartment 4-C � sitting in his wheelchair, holding up Petey the
parakeet with its head Scotch taped on its body.

BLIND BOY
�I thought he was real
quiet�

The Reporter shakes her head and they go to a commercial. Mary SHIVERS at this and turns off
the television. Suddenly the DOORBELL RINGS. She gets up and opens the front door.

HER POV - a dapper Lloyd is standing there in his new Aspen-chic clothes.

MARY
Yes�?

LLOYD
Hi.
(beat)
Don't you remember me?

MARY
Um� I'm not really�

LLOYD
South Bend. I drove you to the
airport last week.

MARY
(dawning on her)
Oh my god. Lloyd, right?

Lloyd is thrilled at this.

LLOYD
You remembered.

MARY
What are you doing in Aspen?

LLOYD
I brought you your briefcase You
left it at the airport so I picked it
up for you.

Mary's MOUTH DROPS OPEN.

MARY
You're the one who took my briefcase?

LLOYD
Yeah, it's back at my hotel room.
Come on, let's take a ride. I'll
give it to you.

Mary is torn between getting her briefcase and waiting for Harry.

MARY
Wait right here.

She goes to the bathroom door. Inside we hear the LOUD CLANKING of metal against metal.

MARY (CONT.)
Harry, what are you doing in there?

INT. BATHROOM

Harry's got the eintire toilet completely DISASSEMBLED now. Various pieces of the commode
litter the floor, including the big plastic float ball. He's on his knees tinkering with some pipes
coming out of the wall.

HARRY
Uh... just cleaning my teeth. Give me
a minute, Mary, I'll be right with
you.

MARY
(o.s.)
Sorry, but something important's come
up and I have to run out. It's sort
of an emergency. I'll explain later.

HARRY
But Mary --

MARY
(o.s.)
--I'm really sorry, Harry. I promise
we'll do this another time.

Harry hears her FOOTSTEPS echo down the hallway and then the front DOOR CLOSING. Harry
slumps against the sink, defeated.

HARRY
Great...

CUT TO:

INT. MARY'S JAGUAR - NIGHT

Lloyd is in the passenger seat, wearing a subtle, SATISFIED SMILE. An anxious looking Mary is
at the wheel.

EXT. HOTEL DANBURY - NIGHT

The Jaguar pulls up in front of the hotel. As Lloyd and Mary get out, we PAN OVER to reveal
that they were being followed by Nicholas Andre and J.P. Shay in a Mercedes.

INT. ANDRE'S MERCEDES

Andre pulls a PISTOL from beneath his seat and slips it into his coat.

ANDRE
They're mine...

INT. PRESIDENTIAL SUITE

The door opens and Lloyd and Mary ENTER.

LLOYD
..So anyway, as soon as I got to
town I tried to look you up but I
didn't know your last name.

He leads her to the closed BRIEFCASE which is sitting on the bed.

MARY
I don't believe it. You really have
it.

LLOYD
'Course I have it. When Lloyd
Christmas drives a woman to the
airport, he makes sure she gets all
her luggage, no matter what he has to
do.

Mary looks at Lloyd and smiles.

MARY
This is incredible. You mean to say
you drove two thousand miles just for
me?

LLOYD
Well... no... I mean, you know, there
were other reasons...
(beat)
Actually, yeah, I guess I did.

She can't believe her ears.

MARY
That is the sweetest thing I've ever
heard.

He drops his head and Mary leans over and kisses him on the cheek.

CUT TO:

INT. HEARSE - NIGHT

A sullen Harry is driving back to the hotel.

HARRY
(MUMBLING to himself)
It's all Kharma, Harry. You screw
your best friend over and it's gonna
come back to haunt you, plain and
simple...

CUT TO:

INT. PRESIDENTIAL SUITE

CLOSE ON LLOYD'S FACE - he's starry-eyed in love as he spills his guts.

LLOYD
Look, Mary, I know this may seem a
little sudden but I've given it a lot
of thought: You're the woman I've
been waiting for my whole life, and
I'm not ashamed to admit it --
(holds up his hand)
--Please, let me finish.
(DEEP BREATH)
I'm crazy about you. I've never felt
this way about anyone. You make it
so easy for me to tell you my
innermost desires.
(NERVOUS LAUGH)
Listen to me, I feel like a schoolboy
again.
(beat)
A schoolboy who desperately wants to
make sweet, sweet love to you.

Suddenly we hear  TOILET FLUSHING O.S.

REVERSE ANGLE REVEALS that Lloyd has been talking to an EMPTY CHAIR. The bathroom
door opens and Mary comes out. She looks around, expecting to see someone else.

MARY
Oh... I thought I heard you talking to
someone.

Lloyd is flustered. He swallows hard. It's the moment of truth.

LLOYD
Mary...
(BLURTING OUT)
I desperately want to make love to a
schoolboy.

MARY
(taken aback)
Maybe I should be going now.

LLOYD
No, that's not what Imeant. I
meant... I really like you, Mary. I
like you a lot.

She smiles at this.

LLOYD (CONT.)
I'm gonna ask you something flat out
and I want you to answer me honestly:
What do you think the chances are of
a girl like you and a guy like me
ending up together?

Mary is obviously thrown by this question.

MARY
Lloyd, that's difficult to say. I
mean we hardly --

LLOYD
--I asked you to be honest, Mary.

MARY
But Lloyd, I really can't --

LLOYD
--Come on, give it to me straight. I
drove a long way to see you, the
least you can do is level with me.
What are my chances?

MARY
Not good.

BEAT

LLOYD
You mean not good, like one out of a
hundred?

MARY
I'd say more like one out of a
million.

BEAT

LLOYD
(Duh)
So you're telling me there's a
chance?

Just then, there's a KNOCK at the door. When Lloyd opens it, he's face to face with Nicholas
Andre.

MARY
Nicholas... what are you doing here?

ANDRE
I've been looking for you, Mary.
I've got some interesting news about
your husband.

Lloyd looks at MAry, devastated.

LLOYD
Husband?

ANDRE
Aren't you two going to invite me in?

Lloyd and Mary hear a CLICK and turn to see Andre POINTING A GUN at them. Andre steps
into the room, and we

CUT TO:

INT. HOTEL DANBURY - LOBBY - NIGHT

As Harry mopes through the lobby, we hear someone CALL OUT:

WOMAN'S VOICE
(o.s.)
Hey!

Harry turns to see the Athletic Beauty approaching.

HARRY
You...? What are you doing here?

CUT TO:

INT. PRESIDENTIAL SUITE

Nicholas Andre has his gun pointed at a stunned Lloyd and Mary.

ANDRE
Well at least you two got to say your
goodbyes.

LLOYD
Who are you?

ANDRE
Don't play dumb with me, asshole.
I'm the rightful ower of that
briefcase you've been carrying.

LLOYD
Uh-oh.

Mary can't believe what's happening.

MARY
Nicholas, you... you motherfucker! My
family trusted you!

ANDRE
Shut up!

LLOYD
Uh, sir, about the briefcase, I want
you to know, my friend Harry and I
have every intention of reimbursing
you.

Andre looks alarmed. He motions Mary to the briefcase with his gun.

ANDRE
Open that damn thing!

Mary opens the briefcase and a pile of WHITE, CRUMPLED-UP BALLS OF PAPER fall out
along with a few packets of hundreds.

ANDRE (CONT.)
What the hell's this? Where's all
the money?

LLOYD
That's as good as money, sir. Those
are our IOUs. You can add them up
yourself. Every penny's accounted
for.

Andre looks like his head is about to BURST in anger.

ANDRE
You're fucking dead!

LLOYD
Now don't do anything hasty, man.

CUT TO:

INT. HOTEL HALLWAY

Harry gets out of the elevator and lets himself into the Presidential Suite.

INT. PRESIDENTIAL SUITE

Harry ENTERS looking contrite and CALLS OUT:

HARRY
Lloyd, are you home? We've gotta
talk, man. I have a serious
confession to make.

Harry comes around the corner and STOPS COLD.

HIS POV - Lloyd and Mary are lying on the bed, their arms handcuffed to the bedpost.

HARRY (CONT.)
Oh good, you found her. I'll just
leave you two kids alone.

Harry turns to go, but bumps into the MUZZLE OF ANDRE'S GUN.

ANDRE
Why don't you stay and join the
party?

CUT TO:

INT. PRESIDENTIAL SUITE - A FEW MINUTES LATER

Harry is sitting beside Lloyd and Mary on the bed. Nicholas Andre keeps his gun trained on them
while he SPEAKS on the phone:

ANDRE
..I want a one-way ticket to Rio De
Janerio departing as soon as
possible...

ON THE BED - Harry and Lloyd can't look each other in the eye.

MARY
You mean you two know each other?

LLOYD
(cutting)
Yeah, we used to be best friends.

HARRY
Until he turned into a backstabber.

LLOYD
Me a backstabber? You got a lot of
nerve. I saw her first.

HARRY
Hey, I couldn't help it if she found
me irresistable.

Mary ROLLS HER EYES at this.

LLOYD
But you knew how crazy I was
about her.

HARRY
Yeah, and you knew how crazy I was
about Fraida Felcher, but that didn't
stop you, did it?

LLOYD
(waning righteousness)
What are you talking about?

HARRY
Don't deny it, Lloyd. Fraida told me
the whole sordid story.

Lloyd can't muster a defense.

LLOYD
Look... I was gonna tell you about
that. It was gonna be mentioned at
the reading of my will. I swear, you
can ask my lawyer.

Harry glares at him.

HARRY
Well I guess we both learned a little
something about each other, didn't
we?

LLOYD
You said it, pal. Maybe we're not as
good friends as we thought we were.

HARRY
Guess not.

LLOYD
I mean, if one beautiful girl could
rip us apart like this, then it seems
our friendship isn't worth a damn.
(beat)
Maybe we should call it quits right
here.

HARRY
Just tell me where to sign, bud.

Suddenly they hear the metallic CLICK-CLACK OF A GUN BEING COCKED.

ANDRE
Okay, which one of you losers wants
to die first?

The guys exchange a look and SWALLOW HARD.

HARRY
I wouldn't pull that trigger if I
were you.

ANDRE
Why not? It'll look like just
another Aspen love triangle. You
caught the two of them in bed,
handcuffed them to the post, murdered
them, and killed yourself.

HARRY
(smug)
Except you're forgetting one minor
detail.

ANDRE
What's that?

Lloyd and Mary look at Harry, hopeful.

HARRY
If you kill us, you'd be killing
yourself.

ANDRE
(puzzled)
Huh?

HARRY
You see, philosophers believe that
we're all really just tiny pieces of
one huge universal being. In other
words, I am you and you are me, so if
you were to kill us you'd be
committing suicide, you unenlightened
idiot --

ANDRE
--Shut up!

Mary sees that they're in deep shit now.

MARY
What about my husband? Did you kill
him, too?

HARRY
Husband? What husband?

LLOYD
Mary's married, Harry.

ANDRE
No need to worry about Melvin.
(beat)
Now this is the last time I'll ask:
Who wants to die first?

Harry gestures with his head at Mary.

HARRY
Kill her. The bitch should've told
him she was married back at the
airport. It would've saved us a lot
of trouble.

Andre points the gun at Mary.

LLOYD
No, I'll go first, Harry. I was the
one who got you into this mess.

Andre points the gun at Lloyd.

HARRY
No, wait, do me first. I'm the one
who stole your girl, Lloyd. I
deserve it.

Andre SIGHS and points the gun at Harry. Then, as Mary and Lloyd look on in horror, he FIRES
TWICE. Harry grabs his stomach and falls off the bed to the floor.

LLOYD
Jesus Christ! You killed my best
friend, you bastard!

Andre smiles.

ANDRE
If it's any consolation, you're about
to be reunited.

He aims the gun at Lloyd, COCKS THE TRIGGER. Suddenly, a SHOT RINGS OUT and the gun
is blown out of Andre's hand.

ON THE FLOOR - Harry is very much alive and pointing a pistol at the stunned Nicholas Andre.

LLOYD
Harry! You're alive!

Just them, the door BURSTS OPEN and SEVERAL POLICE OFFICERS storm in with their
weapons drawn.

COP #1
Get your hands up, asshole!

Lloyd and Harry throw their hands into the air. A stunned Andre turns to see six guns pointing at
his head. He reluctantly raises his hands. Mary and Lloyd are flabbergasted by the turn of events.

There's a sudden commotion in the room. Pushing her way through the mass of cops comes the
Athletic Beauty. She flashes an ID.

ATHLETIC BEAUTY
Special Officer Kathryn Frick.
Federal Bureau of Investigation.

LLOYD
(dumbstruck)
You gotta be kidding.

ATHLETIC BEAUTY
Good work, Harry.

Lloyd looks to his friend, confused. Harry opens his shirt, revealing a BULLET-PROOF VEST.

HARRY
She grabbed me down in the lobby and
explained what was up. They slapped
this on me and gave me a gun.

LLOYD
(to Athletic Beauty)
But how did you...?

ATHLETIC BEAUTY
We've been following you two all the
way from Providence. Mr. and Mrs.
Swanson had a homing device plated
in the briefcase.

The guys glance guiltily at one another.

HARRY
Yeah, about that dough...

ATHLETIC BEAUTY
Every bill was counterfeit and
marked.

Harry and Lloyd EXHALE A SIGH OF RELIEF.

CUT TO:

EXT. HOTEL DANBURY - NIGHT

There's a swarm of ONLOOKERS as Andre and J.P. Shay are hustled into a police car and driven
away. While Mary TALKS to the police, Harry and Lloyd stare at her lovingly.

LLOYD
She's something, ain't she, Har?

HARRY
You were right, Lloyd. She was
definitely worth the trip.

LLOYD
Guess we have to admit it, she was
too good for us.

Just then, a cruiser pulls up and Mary's husband jumps out.

MELVIN
Oh god, baby, I missed you!

Harry and Lloyd stare in wonder as MEL GIBSON climbs out of the car. Mary and Mel embrace,
then Mel turns to the guys.

MELVIN
I can't thank you enough, fellas. It
was so darn dank in that well, I
really thought it would be the death
of me.

Harry and Lloyd are too stunned to respond. They look at each other, and we

DISSOLVE TO:

INT. LOBBY - HOTEL DANBURY - THE NEXT DAY

Lloyd and Harry come out of the elevator with their meager luggage, but this time nobody rushes
to their aid.

EXT. HOTEL DANBURY - DAY

The guys EXIT the hotel and approach the Bell Captain, Barnard.

HARRY
Hey, Barney...

BELL CAPTAIN
Yes, gentlemen?

LLOYD
Look, we just wanted to say that we
appreciate all you did for us during
our stay.

HARRY
And we're, um, sorry about the money
we gave you turning out to be phony.

BELL CAPTAIN
Don't worry about it, gentlemen. The
Swanson family has promised to
reimburse everyone.

This seems to please Lloyd and Harry. The hearse is delivered to the front door.

LLOYD
Well, anyway, thanks again for
everything.

They turn to go, but Barnard CALLS TO THEM:

BARNARD
Where are you two headed?

HARRY
I dunno. I'm sure we'll find a
trailer camp somewhere to call home.

BARNARD
Why not right here?

Harry and Lloyd look at each other, confused.

LLOYD
This joint is a little out of our
budget, Barney.

BARNARD
(smiling)
Oh, I think we might be able to find
you a free room somewhere -- after all,
like you once told me, we're all from
the same mold.
(winks)
You just don't have any dough right
now.

The guys are STUNNED by Barnard's generous offer.

HARRY
Are you on the level?

BARNARD
Absolutely. We'll just slide you
into one of the employee rooms...

The guys beam at this.

BARNARD (CONT.)
...Provided, of course, you don't
mind working one or two afternoons a
week.

Harry and Lloyd lock eyes. Then:

LLOYD
You know what, Barney, I think we'll
take out chances down the road.

Barnard shakes his head as the two fools climb into their hearse and drive off.

EXT. HIGHWAY - DAY

As the hearse drives down the road, we hear V.O.:

HARRY
(v.o.)
Since we're finished elbow-rubbing,
what next, lloyd?

LLOYD
(v.o.)
I say we head due south and try a
little nose-rubbing with some of them
slinky eskimo babes.

HARRY
(v.o.)
Now you're talking my language. You
know I got a weakness for blondes.

As they head toward their next adventure, the CAMERA PULLS UP, UP, UP...

END CREDITS

THE END

# data[].attributes.headline
Once upon a time there was a lovely princess...

# data[].attributes.subject
Once upon a time there was a lovely princess...

# data[].attributes.body
SHREK

Written by

William Steig & Ted Elliott

SHREK
Once upon a time there was a lovely
princess. But she had an enchantment
upon her of a fearful sort which could
only be broken by love's first kiss.
She was locked away in a castle guarded
by a terrible fire-breathing dragon.
Many brave knights had attempted to
free her from this dreadful prison,
but non prevailed. She waited in the
dragon's keep in the highest room of
the tallest tower for her true love
and true love's first kiss. (laughs)
Like that's ever gonna happen. What
a load of - (toilet flush)

Allstar - by Smashmouth begins to play. Shrek goes about his
day. While in a nearby town, the villagers get together to go
after the ogre.

NIGHT - NEAR SHREK'S HOME

MAN1
Think it's in there?

MAN2
All right. Let's get it!

MAN1
Whoa. Hold on. Do you know what that
thing can do to you?

MAN3
Yeah, it'll grind your bones for it's
bread.

Shrek sneaks up behind them and laughs.

SHREK
Yes, well, actually, that would be a
giant. Now, ogres, oh they're much worse.
They'll make a suit from your freshly
peeled skin.

MEN
No!

SHREK
They'll shave your liver. Squeeze the
jelly from your eyes! Actually, it's
quite good on toast.

MAN1
Back! Back, beast! Back! I warn ya!
(waves the torch at Shrek.)

Shrek calmly licks his fingers and extinguishes the torch. The
men shrink back away from him. Shrek roars very loudly and long
and his breath extinguishes all the remaining torches until the
men are in the dark.

SHREK
This is the part where you run away.
(The men scramble to get away. He laughs.)
And stay out! (looks down and picks
up a piece of paper. Reads.) "Wanted.
Fairy tale creatures."(He sighs and
throws the paper over his shoulder.)

THE NEXT DAY

There is a line of fairy tale creatures. The head of the guard
sits at a table paying people for bringing the fairy tale creatures
to him. There are cages all around. Some of the people in line
are Peter Pan, who is carrying Tinkerbell in a cage, Gipetto
who's carrying Pinocchio, and a farmer who is carrying the three
little pigs.

GUARD
All right. This one's full. Take it
away! Move it along. Come on! Get up!

HEAD GUARD
Next!

GUARD
(taking the witch's broom) Give me that!
Your flying days are over. (breaks the
broom in half)

HEAD GUARD
That's 20 pieces of silver for the witch.
Next!

GUARD
Get up! Come on!

HEAD GUARD
Twenty pieces.

LITTLE BEAR
(crying) This cage is too small.

DONKEY
Please, don't turn me in. I'll never
be stubborn again. I can change. Please!
Give me another chance!

OLD WOMAN
Oh, shut up. (jerks his rope)

DONKEY
Oh!

HEAD GUARD
Next! What have you got?

GIPETTO
This little wooden puppet.

PINOCCHIO
I'm not a puppet. I'm a real boy. (his
nose grows)

HEAD GUARD
Five shillings for the possessed toy.
Take it away.

PINOCCHIO
Father, please! Don't let them do this!
Help me!

Gipetto takes the money and walks off. The old woman steps up
to the table.

HEAD GUARD
Next! What have you got?

OLD WOMAN
Well, I've got a talking donkey.

HEAD GUARD
Right. Well, that's good for ten shillings,
if you can prove it.

OLD WOMAN
Oh, go ahead, little fella.

Donkey just looks up at her.

HEAD GUARD
Well?

OLD WOMAN
Oh, oh, he's just...he's just a little
nervous. He's really quite a chatterbox.
Talk, you boneheaded dolt...

HEAD GUARD
That's it. I've heard enough. Guards!

OLD WOMAN
No, no, he talks! He does. (pretends
to be Donkey) I can talk. I love to
talk. I'm the talkingest damn thing
you ever saw.

HEAD GUARD
Get her out of my sight.

OLD WOMAN
No, no! I swear! Oh! He can talk!

The guards grab the old woman and she struggles with them. One
of her legs flies out and kicks Tinkerbell out of Peter Pan's
hands, and her cage drops on Donkey's head. He gets sprinkled
with fairy dust and he's able to fly.

DONKEY
Hey! I can fly!

PETER PAN
He can fly!

3 LITTLE PIGS
He can fly!

HEAD GUARD
He can talk!

DONKEY
Ha, ha! That's right, fool! Now I'm
a flying, talking donkey. You might
have seen a housefly, maybe even a superfly
but I bet you ain't never seen a donkey
fly. Ha, ha! (the pixie dust begins
to wear off) Uh-oh. (he begins to sink
to the ground.)

He hits the ground with a thud.

HEAD GUARD
Seize him! (Donkey takes of running.)
After him!

GUARDS
He's getting away! Get him! This way!
Turn!

Donkey keeps running and he eventually runs into Shrek. Literally.
Shrek turns around to see who bumped into him. Donkey looks scared
for a moment then he spots the guards coming up the path. He
quickly hides behind Shrek.

HEAD GUARD
You there. Ogre!

SHREK
Aye?

HEAD GUARD
By the order of Lord Farquaad I am authorized
to place you both under arrest and transport
you to a designated resettlement facility.

SHREK
Oh, really? You and what army?

He looks behind the guard and the guard turns to look as well
and we see that the other men have run off. The guard tucks tail
and runs off. Shrek laughs and goes back about his business and
begins walking back to his cottage.

DONKEY
Can I say something to you? Listen,
you was really, really, really somethin'
back here. Incredible!

SHREK
Are you talkin' to...(he turns around
and Donkey is gone) me? (he turns back
around and Donkey is right in front
of him.) Whoa!

DONKEY
Yes. I was talkin' to you. Can I tell
you that you that you was great back
here? Those guards! They thought they
was all of that. Then you showed up,
and bam! They was trippin' over themselves
like babes in the woods. That really
made me feel good to see that.

SHREK
Oh, that's great. Really.

DONKEY
Man, it's good to be free.

SHREK
Now, why don't you go celebrate your
freedom with your own friends? Hmm?

DONKEY
But, uh, I don't have any friends. And
I'm not goin' out there by myself. Hey,
wait a minute! I got a great idea! I'll
stick with you. You're mean, green,
fightin' machine. Together we'll scare
the spit out of anybody that crosses
us.

Shrek turns and regards Donkey for a moment before roaring very
loudly.

DONKEY
Oh, wow! That was really scary. If you
don't mind me sayin', if that don't
work, your breath certainly will get
the job done, 'cause you definitely
need some Tic Tacs or something, 'cause
you breath stinks! You almost burned
the hair outta my nose, just like the
time...(Shrek covers his mouth but Donkey
continues to talk, so Shrek removes
his hand.) ...then I ate some rotten
berries. I had strong gases leaking
out of my butt that day.

SHREK
Why are you following me?

DONKEY
I'll tell you why. (singing) 'Cause
I'm all alone, There's no one here beside
me, My problems have all gone, There's
no one to deride me, But you gotta have
faith...

SHREK
Stop singing! It's no wonder you don't
have any friends.

DONKEY
Wow. Only a true friend would be that
cruelly honest.

SHREK
Listen, little donkey. Take a look at
me. What am I?

DONKEY
(looks all the way up at Shrek) Uh ...really
tall?

SHREK
No! I'm an ogre! You know. "Grab your
torch and pitchforks." Doesn't that
bother you?

DONKEY
Nope.

SHREK
Really?

DONKEY
Really, really.

SHREK
Oh.

DONKEY
Man, I like you. What's you name?

SHREK
Uh, Shrek.

DONKEY
Shrek? Well, you know what I like about
you, Shrek? You got that kind of I-don't-care-what-nobody-thinks-of-me
thing. I like that. I respect that,
Shrek. You all right. (They come over
a hill and you can see Shrek's cottage.)
Whoa! Look at that. Who'd want to live
in place like that?

SHREK
That would be my home.

DONKEY
Oh! And it is lovely! Just beautiful.
You know you are quite a decorator.
It's amazing what you've done with such
a modest budget. I like that boulder.
That is a nice boulder. I guess you
don't entertain much, do you?

SHREK
I like my privacy.

DONKEY
You know, I do too. That's another thing
we have in common. Like I hate it when
you got somebody in your face. You've
trying to give them a hint, and they
won't leave. There's that awkward silence.
(awkward silence) Can I stay with you?

SHREK
Uh, what?

DONKEY
Can I stay with you, please?

SHREK
(sarcastically) Of course!

DONKEY
Really?

SHREK
No.

DONKEY
Please! I don't wanna go back there!
You don't know what it's like to be
considered a freak. (pause while he
looks at Shrek) Well, maybe you do.
But that's why we gotta stick together.
You gotta let me stay! Please! Please!

SHREK
Okay! Okay! But one night only.

DONKEY
Ah! Thank you! (he runs inside the cottage)

SHREK
What are you...? (Donkey hops up onto
a chair.) No! No!

DONKEY
This is gonna be fun! We can stay up
late, swappin' manly stories, and in
the mornin' I'm makin' waffles.

SHREK
Oh!

DONKEY
Where do, uh, I sleep?

SHREK
(irritated) Outside!

DONKEY
Oh, well, I guess that's cool. I mean,
I don't know you, and you don't know
me, so I guess outside is best, you
know. Here I go. Good night. (Shrek
slams the door.) (sigh) I mean, I do
like the outdoors. I'm a donkey. I was
born outside. I'll just be sitting by
myself outside, I guess, you know. By
myself, outside. I'm all alone...there's
no one here beside me...

SHREK'S COTTAGE - NIGHT

Shrek is getting ready for dinner. He sits himself down and lights
a candle made out of earwax. He begins to eat when he hears a
noise. He stands up with a huff.

SHREK
(to Donkey) I thought I told you to
stay outside.

DONKEY
(from the window) I am outside.

There is another noise and Shrek turns to find the person that
made the noise. He sees several shadows moving. He finally turns
and spots 3 blind mice on his table.

BLIND MOUSE1
Well, gents, it's a far cry from the
farm, but what choice do we have?

BLIND MOUSE2
It's not home, but it'll do just fine.

GORDO
(bouncing on a slug) What a lovely bed.

SHREK
Got ya. (Grabs a mouse, but it escapes
and lands on his shoulder.)

GORDO
I found some cheese. (bites Shrek's
ear)

SHREK
Ow!

GORDO
Blah! Awful stuff.

BLIND MOUSE1
Is that you, Gordo?

GORDO
How did you know?

SHREK
Enough! (he grabs the 3 mice) What are
you doing in my house? (He gets bumped
from behind and he drops the mice.)
Hey! (he turns and sees the Seven Dwarves
with Snow White on the table.) Oh, no,
no, no. Dead broad off the table.

DWARF
Where are we supposed to put her? The
bed's taken.

SHREK
Huh?

Shrek marches over to the bedroom and throws back the curtain.
The Big Bad Wolf is sitting in the bed. The wolf just looks at
him.

BIG BAD WOLF
What?

TIME LAPSE

Shrek now has the Big Bad Wolf by the collar and is dragging
him to the front door.

SHREK
I live in a swamp. I put up signs. I'm
a terrifying ogre! What do I have to
do get a little privacy? (He opens the
front door to throw the Wolf out and
he sees that all the collected Fairy
Tale Creatures are on his land.) Oh,
no. No! No!

The 3 bears sit around the fire, the pied piper is playing his
pipe and the rats are all running to him, some elves are directing
flight traffic so that the fairies and witches can land...etc.

SHREK
What are you doing in my swamp? (this
echoes and everyone falls silent.)

Gasps are heard all around. The 3 good fairies hide inside a
tent.

SHREK
All right, get out of here. All of you,
move it! Come on! Let's go! Hapaya!
Hapaya! Hey! Quickly. Come on! (more
dwarves run inside the house) No, no!
No, no. Not there. Not there. (they
shut the door on him) Oh! (turns to
look at Donkey)

DONKEY
Hey, don't look at me. I didn't invite
them.

PINOCCHIO
Oh, gosh, no one invited us.

SHREK
What?

PINOCCHIO
We were forced to come here.

SHREK
(flabbergasted) By who?

LITTLE PIG
Lord Farquaad. He huffed and he puffed
and he...signed an eviction notice.

SHREK
(heavy sigh) All right. Who knows where
this Farquaad guy is?

Everyone looks around at each other but no one answers.

DONKEY
Oh, I do. I know where he is.

SHREK
Does anyone else know where to find
him? Anyone at all?

DONKEY
Me! Me!

SHREK
Anyone?

DONKEY
Oh! Oh, pick me! Oh, I know! I know!
Me, me!

SHREK
(sigh) Okay, fine. Attention, all fairy
tale things. Do not get comfortable.
Your welcome is officially worn out.
In fact, I'm gonna see this guy Farquaad
right now and get you all off my land
and back where you came from! (Pause.
Then the crowd goes wild.) Oh! (to Donkey)
You! You're comin' with me.

DONKEY
All right, that's what I like to hear,
man. Shrek and Donkey, two stalwart
friends, off on a whirlwind big-city
adventure. I love it!

DONKEY
(singing) On the road again. Sing it
with me, Shrek. I can't wait to get
on the road again.

SHREK
What did I say about singing?

DONKEY
Can I whistle?

SHREK
No.

DONKEY
Can I hum it?

SHREK
All right, hum it.

Donkey begins to hum 'On the Road Again'.

DULOC - KITCHEN

A masked man is torturing the Gingerbread Man. He's continually
dunking him in a glass of milk. Lord Farquaad walks in.

FARQUAAD
That's enough. He's ready to talk.

The Gingerbread Man is pulled out of the milk and slammed down
onto a cookie sheet. Farquaad laughs as he walks over to the
table. However when he reaches the table we see that it goes
up to his eyes. He clears his throat and the table is lowered.

FARQUAAD
(he picks up the Gingerbread Man's legs
and plays with them) Run, run, run,
as fast as you can. You can't catch
me. I'm the gingerbread man.

GINGERBREAD MAN
You are a monster.

FARQUAAD
I'm not the monster here. You are. You
and the rest of that fairy tale trash,
poisoning my perfect world. Now, tell
me! Where are the others?

GINGERBREAD MAN
Eat me! (He spits milk into Farquaad's
eye.)

FARQUAAD
I've tried to be fair to you creatures.
Now my patience has reached its end!
Tell me or I'll...(he makes as if to
pull off the Gingerbread Man's buttons)

GINGERBREAD MAN
No, no, not the buttons. Not my gumdrop
buttons.

FARQUAAD
All right then. Who's hiding them?

GINGERBREAD MAN
Okay, I'll tell you. Do you know the
muffin man?

FARQUAAD
The muffin man?

GINGERBREAD MAN
The muffin man.

FARQUAAD
Yes, I know the muffin man, who lives
on Drury Lane?

GINGERBREAD MAN
Well, she's married to the muffin man.

FARQUAAD
The muffin man?

GINGERBREAD MAN
The muffin man!

FARQUAAD
She's married to the muffin man.

The door opens and the Head Guard walks in.

HEAD GUARD
My lord! We found it.

FARQUAAD
Then what are you waiting for? Bring
it in.

More guards enter carrying something that is covered by a sheet.
They hang up whatever it is and remove the sheet. It is the Magic
Mirror.

GINGERBREAD MAN
(in awe) Ohhhh...

FARQUAAD
Magic mirror...

GINGERBREAD MAN
Don't tell him anything! (Farquaad picks
him up and dumps him into a trash can
with a lid.) No!

FARQUAAD
Evening. Mirror, mirror on the wall.
Is this not the most perfect kingdom
of them all?

MIRROR
Well, technically you're not a king.

FARQUAAD
Uh, Thelonius. (Thelonius holds up a
hand mirror and smashes it with his
fist.) You were saying?

MIRROR
What I mean is you're not a king yet.
But you can become one. All you have
to do is marry a princess.

FARQUAAD
Go on.

MIRROR
(chuckles nervously) So, just sit back
and relax, my lord, because it's time
for you to meet today's eligible bachelorettes.
And here they are! Bachelorette number
one is a mentally abused shut-in from
a kingdom far, far away. She likes sushi
and hot tubbing anytime. Her hobbies
include cooking and cleaning for her
two evil sisters. Please welcome Cinderella.
(shows picture of Cinderella) Bachelorette
number two is a cape-wearing girl from
the land of fancy. Although she lives
with seven other men, she's not easy.
Just kiss her dead, frozen lips and
find out what a live wire she is. Come
on. Give it up for Snow White! (shows
picture of Snow White) And last, but
certainly not last, bachelorette number
three is a fiery redhead from a dragon-guarded
castle surrounded by hot boiling lava!
But don't let that cool you off. She's
a loaded pistol who likes pina colads
and getting caught in the rain. Yours
for the rescuing, Princess Fiona! (Shows
picture of Princess Fiona) So will it
be bachelorette number one, bachelorette
number two or bachelorette number three?

GUARDS
Two! Two! Three! Three! Two! Two! Three!

FARQUAAD
Three? One? Three?

THELONIUS
Three! (holds up 2 fingers) Pick number
three, my lord!

FARQUAAD
Okay, okay, uh, number three!

MIRROR
Lord Farquaad, you've chosen Princess
Fiona.

FARQUAAD
Princess Fiona. She's perfect. All I
have to do is just find someone who
can go...

MIRROR
But I probably should mention the little
thing that happens at night.

FARQUAAD
I'll do it.

MIRROR
Yes, but after sunset...

FARQUAAD
Silence! I will make this Princess Fiona
my queen, and DuLoc will finally have
the perfect king! Captain, assemble
your finest men. We're going to have
a tournament. (smiles evilly)

DuLoc Parking Lot - Lancelot Section

Shrek and Donkey come out of the field that is right by the parking
lot. The castle itself is about 40 stories high.

DONKEY
But that's it. That's it right there.
That's DuLoc. I told ya I'd find it.

SHREK
So, that must be Lord Farquaad's castle.

DONKEY
Uh-huh. That's the place.

SHREK
Do you think maybe he's compensating
for something? (He laughs, but then
groans as Donkey doesn't get the joke.
He continues walking through the parking
lot.)

DONKEY
Hey, wait. Wait up, Shrek.

MAN
Hurry, darling. We're late. Hurry.

SHREK
Hey, you! (The attendant, who is wearing
a giant head that looks like Lord Farquaad,
screams and begins running through the
rows of rope to get to the front gate
to get away from Shrek.) Wait a second.
Look, I'm not gonna eat you. I just
- - I just - - (He sighs and then begins
walking straight through the rows. The
attendant runs into a wall and falls
down. Shrek and Donkey look at him then
continue on into DuLoc.)

DULOC

They look around but all is quiet.

SHREK
It's quiet. Too quiet. Where is everybody?

DONKEY
Hey, look at this!

Donkey runs over and pulls a lever that is attached to a box
marked 'Information'. The music winds up and then the box doors
open up. There are little wooden people inside and they begin
to sing.

WOODEN PEOPLE
Welcome to DuLoc such a perfect town

Here we have some rules

Let us lay them down

Don't make waves, stay in line

And we'll get along fine

DuLoc is perfect place

Please keep off of the grass

Shine your shoes, wipe your... face

DuLoc is, DuLoc is

DuLoc is perfect place.

Suddenly a camera takes Donkey and Shrek's picture.

DONKEY
Wow! Let's do that again! (makes ready
to run over and pull the lever again)

SHREK
(grabs Donkey's tail and holds him still)
No. No. No, no, no! No.

They hear a trumpet fanfare and head over to the arena.

FARQUAAD
Brave knights. You are the best and
brightest in all the land. Today one
of you shall prove himself...

As Shrek and Donkey walk down the tunnel to get into the arena
Donkey is humming the DuLoc theme song.

SHREK
All right. You're going the right way
for a smacked bottom.

DONKEY
Sorry about that.

FARQUAAD
That champion shall have the honor -
- no, no - - the privilege to go forth
and rescue the lovely Princess Fiona
from the fiery keep of the dragon. If
for any reason the winner is unsuccessful,
the first runner-up will take his place
and so on and so forth. Some of you
may die, but it's a sacrifice I am willing
to make. (cheers) Let the tournament
begin! (He notices Shrek) Oh! What is
that? It's hideous!

SHREK
(turns to look at Donkey and then back
at Farquaad) Ah, that's not very nice.
It's just a donkey.

FARQUAAD
Indeed. Knights, new plan! The one who
kills the ogre will be named champion!
Have it him!

MEN
Get him!

SHREK
Oh, hey! Now come on! Hang on now. (bumps
into a table where there are mugs of
beer)

CROWD
Go ahead! Get him!

SHREK
(holds up a mug of beer) Can't we just
settle this over a pint?

CROWD
Kill the beast!

SHREK
No? All right then. (drinks the beer)
Come on!

He takes the mug and smashes the spigot off the large barrel
of beer behind him. The beer comes rushing out drenching the
other men and wetting the ground. It's like mud now. Shrek slides
past the men and picks up a spear that one of the men dropped.
As Shrek begins to fight Donkey hops up onto one of the larger
beer barrels. It breaks free of it's ropes and begins to roll.
Donkey manages to squish two men into the mud. There is so much
fighting going on here I'm not going to go into detail. Suffice
to say that Shrek kicks butt.

DONKEY
Hey, Shrek, tag me! Tag me!

Shrek comes over and bangs a man's head up against Donkeys. Shrek
gets up on the ropes and interacts with the crowd.

SHREK
Yeah!

A man tries to sneak up behind Shrek, but Shrek turns in time
and sees him.

WOMAN
The chair! Give him the chair!

Shrek smashes a chair over the guys back. Finally all the men
are down. Donkey kicks one of them in the helmet, and the ding
sounds the end of the match. The audience goes wild.

SHREK
Oh, yeah! Ah! Ah! Thank you! Thank you
very much! I'm here till Thursday. Try
the veal! Ha, ha! (laughs)

The laughter stops as all of the guards turn their weapons on
Shrek.

HEAD GUARD
Shall I give the order, sir?

FARQUAAD
No, I have a better idea. People of
DuLoc, I give you our champion!

SHREK
What?

FARQUAAD
Congratulations, ogre. You're won the
honor of embarking on a great and noble
quest.

SHREK
Quest? I'm already in a quest, a quest
to get my swamp back.

FARQUAAD
Your swamp?

SHREK
Yeah, my swamp! Where you dumped those
fairy tale creatures!

FARQUAAD
Indeed. All right, ogre. I'll make you
a deal. Go on this quest for me, and
I'll give you your swamp back.

SHREK
Exactly the way it was?

FARQUAAD
Down to the last slime-covered toadstool.

SHREK
And the squatters?

FARQUAAD
As good as gone.

SHREK
What kind of quest?

Time Lapse - Donkey and Shrek are now walking through the field
heading away from DuLoc. Shrek is munching on an onion.

DONKEY
Let me get this straight. You're gonna
go fight a dragon and rescue a princess
just so Farquaad will give you back
a swamp which you only don't have because
he filled it full of freaks in the first
place. Is that about right?

SHREK
You know, maybe there's a good reason
donkeys shouldn't talk.

DONKEY
I don't get it. Why don't you just pull
some of that ogre stuff on him? Throttle
him, lay siege to his fortress, grinds
his bones to make your bread, the whole
ogre trip.

SHREK
Oh, I know what. Maybe I could have
decapitated an entire village and put
their heads on a pike, gotten a knife,
cut open their spleen and drink their
fluids. Does that sound good to you?

DONKEY
Uh, no, not really, no.

SHREK
For your information, there's a lot
more to ogres than people think.

DONKEY
Example?

SHREK
Example? Okay, um, ogres are like onions.
(he holds out his onion)

DONKEY
(sniffs the onion) They stink?

SHREK
Yes - - No!

DONKEY
They make you cry?

SHREK
No!

DONKEY
You leave them in the sun, they get
all brown, start sproutin' little white
hairs.

SHREK
No! Layers! Onions have layers. Ogres
have layers! Onions have layers. You
get it? We both have layers. (he heaves
a sigh and then walks off)

DONKEY
(trailing after Shrek) Oh, you both
have layers. Oh. {Sniffs} You know,
not everybody likes onions. Cake! Everybody
loves cakes! Cakes have layers.

SHREK
I don't care... what everyone likes.
Ogres are not like cakes.

DONKEY
You know what else everybody likes?
Parfaits. Have you ever met a person,
you say, "Let's get some parfait," they
say, "Hell no, I don't like no parfait"?
Parfaits are delicious.

SHREK
No! You dense, irritating, miniature
beast of burden! Ogres are like onions!
And of story. Bye-bye. See ya later.

DONKEY
Parfaits may be the most delicious thing
on the whole damn planet.

SHREK
You know, I think I preferred your humming.

DONKEY
Do you have a tissue or something? I'm
making a mess. Just the word parfait
make me start slobbering.

They head off. There is a montage of their journey. Walking through
a field at sunset. Sleeping beneath a bright moon. Shrek trying
to put the campfire out the next day and having a bit of a problem,
so Donkey pees on the fire to put it out.

DRAGON'S KEEP

Shrek and Donkey are walking up to the keep that's supposed to
house Princess Fiona. It appears to look like a giant volcano.

DONKEY
(sniffs) Ohh! Shrek! Did you do that?
You gotta warn somebody before you just
crack one off. My mouth was open and
everything.

SHREK
Believe me, Donkey, if it was me, you'd
be dead. (sniffs) It's brimstone. We
must be getting close.

DONKEY
Yeah, right, brimstone. Don't be talking
about it's the brimstone. I know what
I smell. It wasn't no brimstone. It
didn't come off no stone neither.

They climb up the side of the volcano/keep and look down. There
is a small piece of rock right in the center and that is where
the castle is. It is surrounded by boiling lava. It looks very
foreboding.

SHREK
Sure, it's big enough, but look at the
location. (laughs...then the laugh turns
into a groan)

DONKEY
Uh, Shrek? Uh, remember when you said
ogres have layers?

SHREK
Oh, aye.

DONKEY
Well, I have a bit of a confession to
make. Donkeys don't have layers. We
wear our fear right out there on our
sleeves.

SHREK
Wait a second. Donkeys don't have sleeves.

DONKEY
You know what I mean.

SHREK
You can't tell me you're afraid of heights.

DONKEY
No, I'm just a little uncomfortable
about being on a rickety bridge over
a boiling like of lava!

SHREK
Come on, Donkey. I'm right here beside
ya, okay? For emotional support., we'll
just tackle this thing together one
little baby step at a time.

DONKEY
Really?

SHREK
Really, really.

DONKEY
Okay, that makes me feel so much better.

SHREK
Just keep moving. And don't look down.

DONKEY
Okay, don't look down. Don't look down.
Don't look down. Keep on moving. Don't
look down. (he steps through a rotting
board and ends up looking straight down
into the lava) Shrek! I'm lookin' down!
Oh, God, I can't do this! Just let me
off, please!

SHREK
But you're already halfway.

DONKEY
But I know that half is safe!

SHREK
Okay, fine. I don't have time for this.
You go back.

DONKEY
Shrek, no! Wait!

SHREK
Just, Donkey - - Let's have a dance
then, shall me? (bounces and sways the
bridge)

DONKEY
Don't do that!

SHREK
Oh, I'm sorry. Do what? Oh, this? (bounces
the bridge again)

DONKEY
Yes, that!

SHREK
Yes? Yes, do it. Okay. (continues to
bounce and sway as he backs Donkey across
the bridge)

DONKEY
No, Shrek! No! Stop it!

SHREK
You said do it! I'm doin' it.

DONKEY
I'm gonna die. I'm gonna die. Shrek,
I'm gonna die. (steps onto solid ground)
Oh!

SHREK
That'll do, Donkey. That'll do. (walks
towards the castle)

DONKEY
Cool. So where is this fire-breathing
pain-in-the-neck anyway?

SHREK
Inside, waiting for us to rescue her.
(chuckles)

DONKEY
I was talkin' about the dragon, Shrek.

INSIDE THE CASTLE

DONKEY
You afraid?

SHREK
No.

DONKEY
But...

SHREK
Shh.

DONKEY
Oh, good. Me neither. (sees a skeleton
and gasps) 'Cause there's nothin' wrong
with bein' afraid. Fear's a sensible
response to an unfamiliar situation.
Unfamiliar dangerous situation, I might
add. With a dragon that breathes fire
and eats knights and breathes fire,
it sure doesn't mean you're a coward
if you're a little scared. I sure as
heck ain't no coward. I know that.

SHREK
Donkey, two things, okay? Shut ... up.
Now go over there and see if you can
find any stairs.

DONKEY
Stairs? I thought we was lookin' for
the princess.

SHREK
(putting on a helmet) The princess will
be up the stairs in the highest room
in the tallest tower.

DONKEY
What makes you think she'll be there?

SHREK
I read it in a book once. (walks off)

DONKEY
Cool. You handle the dragon. I'll handle
the stairs. I'll find those stairs.
I'll whip their butt too. Those stairs
won't know which way they're goin'.
(walks off)

EMPTY ROOM

Donkey is still talking to himself as he looks around the room.

DONKEY
I'm gonna take drastic steps. Kick it
to the curb. Don't mess with me. I'm
the stair master. I've mastered the
stairs. I wish I had a step right here.
I'd step all over it.

ELSEWHERE

Shrek spots a light in the tallest tower window.

SHREK
Well, at least we know where the princess
is, but where's the...

DONKEY
(os) Dragon!

Donkey gasps and takes off running as the dragon roars again.
Shrek manages to grab Donkey out of the way just as the dragon
breathes fire.

SHREK
Donkey, look out! (he manages to get
a hold of the dragons tail and holds
on) Got ya!

The dragon gets irritated at this and flicks it's tail and Shrek
goes flying through the air and crashes through the roof of the
tallest tower. Fiona wakes up with a jerk and looks at him lying
on the floor.

DONKEY
Oh! Aah! Aah!

Donkey get cornered as the Dragon knocks away all but a small
part of the bridge he's on.

DONKEY
No. Oh, no, No! (the dragon roars) Oh,
what large teeth you have. (the dragon
growls) I mean white, sparkling teeth.
I know you probably hear this all time
from your food, but you must bleach,
'cause that is one dazzling smile you
got there. Do I detect a hint of minty
freshness? And you know what else? You're
- - You're a girl dragon! Oh, sure!
I mean, of course you're a girl dragon.
You're just reeking of feminine beauty.
(the dragon begins fluttering her eyes
at him) What's the matter with you?
You got something in your eye? Ohh.
Oh. Oh. Man, I'd really love to stay,
but you know, I'm, uh...(the dragon
blows a smoke ring in the shape of a
heart right at him, and he coughs) I'm
an asthmatic, and I don't know if it'd
work out if you're gonna blow smoke
rings. Shrek! (the dragon picks him
up with her teeth and carries him off)
No! Shrek! Shrek! Shrek!

FIONA'S ROOM

Shrek groans as he gets up off the floor. His back is to Fiona
so she straightens her dress and lays back down on the bed. She
then quickly reaches over and gets the bouquet of flowers off
the side table. She then lays back down and appears to be asleep.
Shrek turns and goes over to her. He looks down at Fiona for
a moment and she puckers her lips. Shrek takes her by the shoulders
and shakes her away.

FIONA
Oh! Oh!

SHREK
Wake up!

FIONA
What?

SHREK
Are you Princess Fiona?

FIONA
I am, awaiting a knight so bold as to
rescue me.

SHREK
Oh, that's nice. Now let's go!

FIONA
But wait, Sir Knight. This be-ith our
first meeting. Should it not be a wonderful,
romantic moment?

SHREK
Yeah, sorry, lady. There's no time.

FIONA
Hey, wait. What are you doing? You should
sweep me off my feet out yonder window
and down a rope onto your valiant steed.

SHREK
You've had a lot of time to plan this,
haven't you?

FIONA
(smiles) Mm-hmm.

Shrek breaks the lock on her door and pulls her out and down
the hallway.

FIONA
But we have to savor this moment! You
could recite an epic poem for me. A
ballad? A sonnet! A limerick? Or something!

SHREK
I don't think so.

FIONA
Can I at least know the name of my champion?

SHREK
Uh, Shrek.

FIONA
Sir Shrek. (clears throat and holds
out a handkerchief) I pray that you
take this favor as a token of my gratitude.

SHREK
Thanks!

Suddenly they hear the dragon roar.

FIONA
(surprised)You didn't slay the dragon?

SHREK
It's on my to-do list. Now come on!
(takes off running and drags Fiona behind
him.)

FIONA
But this isn't right! You were meant
to charge in, sword drawn, banner flying.
That's what all the other knights did.

SHREK
Yeah, right before they burst into flame.

FIONA
That's not the point. (Shrek suddenly
stops and she runs into him.) Oh! (Shrek
ignores her and heads for a wooden door
off to the side.) Wait. Where are you
going? The exit's over there.

SHREK
Well, I have to save my ass.

FIONA
What kind of knight are you?

SHREK
One of a kind. (opens the door into
the throne room)

DONKEY
(os) Slow down. Slow down, baby, please.
I believe it's healthy to get to know
someone over a long period of time.
Just call me old-fashioned. (laughs
worriedly) (we see him up close and
from a distance as Shrek sneaks into
the room) I don't want to rush into
a physical relationship. I'm not emotionally
ready for a commitment of, uh, this
- - Magnitude really is the word I'm
looking for. Magnitude- - Hey, that
is unwanted physical contact. Hey, what
are you doing? Okay, okay. Let's just
back up a little and take this one step
at a time. We really should get to know
each other first as friends or pen pals.
I'm on the road a lot, but I just love
receiving cards - - I'd really love
to stay, but - - Don't do that! That's
my tail! That's my personal tail. You're
gonna tear it off. I don't give permission
- - What are you gonna do with that?
Hey, now. No way. No! No! No, no! No.
No, no, no. No! Oh!

Shrek grabs a chain that's connected to the chandelier and swings
toward the dragon. He misses and he swings back again. He looks
up and spots that the chandelier is right above the dragons head.
He pulls on the chain and it releases and he falls down and bumps
Donkey out of the way right as the dragon is about to kiss him.
Instead the dragon kisses Shreks' butt. She opens her eyes and
roars. Shrek lets go of the chain and the chandelier falls onto
her head, but it's too big and it goes over her head and forms
a sort of collar for her. She roars again and Shrek and Donkey
take off running. Very 'Matrix' style. Shrek grabs Donkey and
then grabs Princess Fiona as he runs past her.

DONKEY
Hi, Princess!

FIONA
It talks!

SHREK
Yeah, it's getting him to shut up that's
the trick.

They all start screaming as the dragon gains on them. Shrek spots
a descending slide and jumps on. But unfortunately there is a
crack in the stone and it hits Shrek right in the groin. His
eyes cross and as he reaches the bottom of the slide he stumbles
off and walks lightly.

SHREK
Oh!

Shrek gets them close to the exit and sets down Donkey and Fiona.

SHREK
Okay, you two, heard for the exit! I'll
take care of the dragon.

Shrek grabs a sword and heads back toward the interior of the
castle. He throws the sword down in between several overlapping
chain links. The chain links are attached to the chandelier that
is still around the dragons neck.

SHREK
(echoing) Run!

They all take off running for the exit with the dragon in hot
pursuit. They make it to the bridge and head across. The dragons
breathes fire and the bridge begins to burn. They all hang on
for dear life as the ropes holding the bridge up collapse. They
are swung to the other side. As they hang upside down they look
in horror as the dragon makes to fly over the boiling lava to
get them. But suddenly the chandelier with the chain jerk the
dragon back and she's unable to get to them. Our gang climbs
quickly to safety as the dragon looks angry and then gives a
sad whimper as she watches Donkey walk away.

FIONA
(sliding down the 'volcano' hill) You
did it! You rescued me! You're amazing.
(behind her Donkey falls down the hill)
You're - - You're wonderful. You're...
(turns and sees Shrek fall down the
hill and bump into Donkey) a little
unorthodox I'll admit. But thy deed
is great, and thy heart is pure. I am
eternally in your debt. (Donkey clears
his throat.) And where would a brave
knight be without his noble steed?

DONKEY
I hope you heard that. She called me
a noble steed. She think I'm a steed.

FIONA
The battle is won. You may remove your
helmet, good Sir Knight.

SHREK
Uh, no.

FIONA
Why not?

SHREK
I have helmet hair.

FIONA
Please. I would'st look upon the face
of my rescuer.

SHREK
No, no, you wouldn't - - 'st.

FIONA
But how will you kiss me?

SHREK
What? (to Donkey) That wasn't in the
job description.

DONKEY
Maybe it's a perk.

FIONA
No, it's destiny. Oh, you must know
how it goes. A princess locked in a
tower and beset by a dragon is rescued
by a brave knight, and then they share
true love's first kiss.

DONKEY
Hmm? With Shrek? You think- - Wait.
Wait. You think that Shrek is you true
love?

FIONA
Well, yes.

Both Donkey and Shrek burst out laughing.

DONKEY
You think Shrek is your true love!

FIONA
What is so funny?

SHREK
Let's just say I'm not your type, okay?Fiona:
Of course, you are. You're my rescuer.
Now - - Now remove your helmet.

SHREK
Look. I really don't think this is a
good idea.

FIONA
Just take off the helmet.

SHREK
I'm not going to.

FIONA
Take it off.

SHREK
No!

FIONA
Now!

SHREK
Okay! Easy. As you command. Your Highness.
(takes off his helmet)

FIONA
You- - You're a- - an ogre.

SHREK
Oh, you were expecting Prince Charming.

FIONA
Well, yes, actually. Oh, no. This is
all wrong. You're not supposed to be
an ogre.

SHREK
Princess, I was sent to rescue you by
Lord Farquaad, okay? He is the one who
wants to marry you.

FIONA
Then why didn't he come rescue me?

SHREK
Good question. You should ask him that
when we get there.

FIONA
But I have to be rescued by my true
love, not by some ogre and his- - his
pet.

DONKEY
Well, so much for noble steed.

SHREK
You're not making my job any easier.

FIONA
I'm sorry, but your job is not my problem.
You can tell Lord Farquaad that if he
wants to rescue me properly, I'll be
waiting for him right here.

SHREK
Hey! I'm no one's messenger boy, all
right? (ominous) I'm a delivery boy.
(he swiftly picks her up and swings
her over his shoulder like she was a
sack of potatoes)

FIONA
You wouldn't dare. Put me down!

SHREK
Ya comin', Donkey?

DONKEY
I'm right behind ya.

FIONA
Put me down, or you will suffer the
consequences! This is not dignified!
Put me down!

WOODS

A little time has passed and Fiona has calmed down. She just
hangs there limply while Shrek carries her.

DONKEY
Okay, so here's another question. Say
there's a woman that digs you, right,
but you don't really like her that way.
How do you let her down real easy so
her feelings aren't hurt, but you don't
get burned to a crisp and eaten?

FIONA
You just tell her she's not your true
love. Everyone knows what happens when
you find your...(Shrek drops her on
the ground) Hey! The sooner we get to
DuLoc the better.

DONKEY
You're gonna love it there, Princess.
It's beautiful!

FIONA
And what of my groom-to-be? Lord Farquaad?
What's he like?

SHREK
Let me put it this way, Princess. Men
of Farquaad's stature are in short supply.
(he and Donkey laugh)

Shrek then proceeds to splash water onto his face to wash off
the dust and grime.

DONKEY
I don't know. There are those who think
little of him. (they laugh again) Fiona:
Stop it. Stop it, both of you. You're
just jealous you can never measure up
to a great ruler like Lord Farquaad.

SHREK
Yeah, well, maybe you're right, Princess.
But I'll let you do the "measuring"
when you see him tomorrow.

FIONA
(looks at the setting sun) Tomorrow?
It'll take that long? Shouldn't we stop
to make camp?

SHREK
No, that'll take longer. We can keep
going.

FIONA
But there's robbers in the woods.

DONKEY
Whoa! Time out, Shrek! Camp is starting
to sound good.

SHREK
Hey, come on. I'm scarier than anything
we're going to see in this forest.

FIONA
I need to find somewhere to camp now!

Both Donkey and Shrek's ears lower as they shrink away from her.

MOUNTAIN CLIFF

Shrek has found a cave that appears to be in good order. He shoves
a stone boulder out of the way to reveal the cave.

SHREK
Hey! Over here.

DONKEY
Shrek, we can do better than that. I
don't think this is fit for a princess.

FIONA
No, no, it's perfect. It just needs
a few homey touches.

SHREK
Homey touches? Like what? (he hears
a tearing noise and looks over at Fiona
who has torn the bark off of a tree.)

FIONA
A door? Well, gentlemen, I bid thee
good night. (goes into the cave and
puts the bark door up behind her)

DONKEY
You want me to read you a bedtime story?
I will.

FIONA
(os) I said good night!

Shrek looks at Donkey for a second and then goes to move the
boulder back in front of the entrance to the cave with Fiona
still inside.

DONKEY
Shrek, What are you doing?

SHREK
(laughs) I just- - You know - - Oh,
come on. I was just kidding.

LATER THAT NIGHT

Shrek and Donkey are sitting around a campfire. They are staring
up into the sky as Shrek points out certain star constellations
to Donkey.

SHREK
And, uh, that one, that's Throwback,
the only ogre to ever spit over three
wheat fields.

DONKEY
Right. Yeah. Hey, can you tell my future
from these stars?

SHREK
The stars don't tell the future, Donkey.
They tell stories. Look, there's Bloodnut,
the Flatulent. You can guess what he's
famous for.

DONKEY
I know you're making this up.

SHREK
No, look. There he is, and there's the
group of hunters running away from his
stench.

DONKEY
That ain't nothin' but a bunch of little
dots.

SHREK
You know, Donkey, sometimes things are
more than they appear. Hmm? Forget it.

DONKEY
(heaves a big sigh) Hey, Shrek, what
we gonna do when we get our swamp anyway?

SHREK
Our swamp?

DONKEY
You know, when we're through rescuing
the princess.

SHREK
We? Donkey, there's no "we". There's
no "our". There's just me and my swamp.
The first thing I'm gonna do is build
a ten-foot wall around my land.

DONKEY
You cut me deep, Shrek. You cut me real
deep just now. You know what I think?
I think this whole wall thing is just
a way to keep somebody out.

SHREK
No, do ya think?

DONKEY
Are you hidin' something?

SHREK
Never mind, Donkey.

DONKEY
Oh, this is another one of those onion
things, isn't it?

SHREK
No, this is one of those drop-it and
leave-it alone things.

DONKEY
Why don't you want to talk about it?

SHREK
Why do you want to talk about it?

DONKEY
Why are you blocking?

SHREK
I'm not blocking.

DONKEY
Oh, yes, you are.

SHREK
Donkey, I'm warning you.

DONKEY
Who you trying to keep out?

SHREK
Everyone! Okay?

DONKEY
(pause) Oh, now we're gettin' somewhere.
(grins)

At this point Fiona pulls the 'door' away from the entrance to
the cave and peaks out. Neither of the guys see her.

SHREK
Oh! For the love of Pete! (gets up and
walks over to the edge of the cliff
and sits down)

DONKEY
What's your problem? What you got against
the whole world anyway?

SHREK
Look, I'm not the one with the problem,
okay? It's the world that seems to have
a problem with me. People take one look
at me and go. "Aah! Help! Run! A big,
stupid, ugly ogre!" They judge me before
they even know me. That's why I'm better
off alone.

DONKEY
You know what? When we met, I didn't
think you was just a big, stupid, ugly
ogre.

SHREK
Yeah, I know.

DONKEY
So, uh, are there any donkeys up there?

SHREK
Well, there's, um, Gabby, the Small
and Annoying.

DONKEY
Okay, okay, I see it now. The big shiny
one, right there. That one there?

Fiona puts the door back.

SHREK
That's the moon.

DONKEY
Oh, okay.

DuLoc - Farquaad's Bedroom

The camera pans over a lot of wedding stuff. Soft music plays
in the background. Farquaad is in bed, watching as the Magic
Mirror shows him Princess Fiona.

FARQUAAD
Again, show me again. Mirror, mirror,
show her to me. Show me the princess.

MIRROR
Hmph.

The Mirror rewinds and begins to play again from the beginning.

FARQUAAD
Ah. Perfect.

Farquaad looks down at his bare chest and pulls the sheet up
to cover himself as though Fiona could see him as he gazes sheepishly
at her image in the mirror.

MORNING

Fiona walks out of the cave. She glances at Shrek and Donkey
who are still sleeping. She wanders off into the woods and comes
across a blue bird. She begins to sing. The bird sings along
with her. She hits higher and higher notes and the bird struggles
to keep up with her. Suddenly the pressure of the note is too
big and the bird explodes. Fiona looks a little sheepish, but
she eyes the eggs that the bird left behind. Time lapse, Fiona
is now cooking the eggs for breakfast. Shrek and Donkey are still
sleeping. Shrek wakes up and looks at Fiona. Donkey's talking
in his sleep.

DONKEY
(quietly) Mmm, yeah, you know I like
it like that. Come on, baby. I said
I like it.

SHREK
Donkey, wake up. (shakes him)

DONKEY
Huh? What?

SHREK
Wake up.

DONKEY
What? (stretches and yawns)

FIONA
Good morning. Hm, how do you like your
eggs?

DONKEY
Oh, good morning, Princess!

Fiona gets up and sets the eggs down in front of them.

SHREK
What's all this about?

FIONA
You know, we kind of got off to a bad
start yesterday. I wanted to make it
up to you. I mean, after all, you did
rescue me.

SHREK
Uh, thanks.

Donkey sniffs the eggs and licks his lips.

FIONA
Well, eat up. We've got a big day ahead
of us. (walks off)

LATER

They are once again on their way. They are walking through the
forest. Shrek belches.

DONKEY
Shrek!

SHREK
What? It's a compliment. Better out
than in, I always say. (laughs)

DONKEY
Well, it's no way to behave in front
of a princess.

Fiona belches

FIONA
Thanks.

DONKEY
She's as nasty as you are.

SHREK
(chuckles) You know, you're not exactly
what I expected.

FIONA
Well, maybe you shouldn't judge people
before you get to know them.

She smiles and then continues walking, singing softly. Suddenly
from out of nowhere, a man swings down and swoops Fiona up into
a tree.

ROBIN HOOD
La liberte! Hey!

SHREK
Princess!

FIONA
(to Robin Hood) What are you doing?

ROBIN HOOD
Be still, mon cherie, for I am you savior!
And I am rescuing you from this green...(kisses
up her arm while Fiona pulls back in
disgust)...beast.

SHREK
Hey! That's my princess! Go find you
own!

ROBIN HOOD
Please, monster! Can't you see I'm a
little busy here?

FIONA
(getting fed up) Look, pal, I don't
know who you think you are!

ROBIN HOOD
Oh! Of course! Oh, how rude. Please
let me introduce myself. Oh, Merry Men.
(laughs)

Suddenly an accordion begins to play and the Merry men pop out
from the bushes. They begin to sing Robin's theme song.

MERRY MEN
Ta, dah, dah, dah, whoo.

ROBIN HOOD
I steal from the rich and give to the
needy.

MERRY MEN
He takes a wee percentage,

ROBIN HOOD
But I'm not greedy. I rescue pretty
damsels, man, I'm good.

MERRY MEN
What a guy, Monsieur Hood.

ROBIN HOOD
Break it down. I like an honest fight
and a saucy little maid...

MERRY MEN
What he's basically saying is he likes
to get...

ROBIN HOOD
Paid. So...When an ogre in the bush
grabs a lady by the tush. That's bad.

MERRY MEN
That's bad.

ROBIN HOOD
When a beauty's with a beast it makes
me awfully mad.

MERRY MEN
He's mad, he's really, really mad.

ROBIN HOOD
I'll take my blade and ram it through
your heart, keep your eyes on me, boys
'cause I'm about to start...

There is a grunt as Fiona swings down from the tree limb and
knocks Robin Hood unconscious.

FIONA
Man, that was annoying!

Shrek looks at her in admiration.

MERRY MAN
Oh, you little- - (shoots an arrow at
Fiona but she ducks out of the way)

The arrow flies toward Donkey who jumps into Shrek's arms to
get out of the way. The arrow proceeds to just bounce off a tree.

Another fight sequence begins and Fiona gives a karate yell and
then proceeds to beat the crap out of the Merry Men. There is
a very interesting 'Matrix' moment here when Fiona pauses in
mid-air to fix her hair. Finally all of the Merry Men are down,
and Fiona begins walking away.

FIONA
Uh, shall we?

SHREK
Hold the phone. (drops Donkey and begins
walking after Fiona) Oh! Whoa, whoa,
whoa. Hold on now. Where did that come
from?

FIONA
What?

SHREK
That! Back there. That was amazing!
Where did you learn that?

FIONA
Well...(laughs) when one lives alone,
uh, one has to learn these things in
case there's a...(gasps and points)
there's an arrow in your butt!

SHREK
What? (turns and looks) Oh, would you
look at that? (he goes to pull it out
but flinches because it's tender)

FIONA
Oh, no. This is all my fault. I'm so
sorry.

DONKEY
(walking up) Why? What's wrong?

FIONA
Shrek's hurt.

DONKEY
Shrek's hurt. Shrek's hurt? Oh, no,
Shrek's gonna die.

SHREK
Donkey, I'm okay.

DONKEY
You can't do this to me, Shrek. I'm
too young for you to die. Keep you legs
elevated. Turn your head and cough.
Does anyone know the Heimlich?

FIONA
Donkey! Calm down. If you want to help
Shrek, run into the woods and find me
a blue flower with red thorns.

DONKEY
Blue flower, red thorns. Okay, I'm on
it. Blue flower, red thorns. Don't die
Shrek. If you see a long tunnel, stay
away from the light!

SHREK & FIONA
Donkey!

DONKEY
Oh, yeah. Right. Blue flower, red thorns.
(runs off)

SHREK
What are the flowers for?

FIONA
(like it's obvious) For getting rid
of Donkey.

SHREK
Ah.

FIONA
Now you hold still, and I'll yank this
thing out. (gives the arrow a little
pull)

SHREK
(jumps away) Ow! Hey! Easy with the
yankin'.

As they continue to talk Fiona keeps going after the arrow and
Shrek keeps dodging her hands.

FIONA
I'm sorry, but it has to come out.

SHREK
No, it's tender.

FIONA
Now, hold on.

SHREK
What you're doing is the opposite of
help.

FIONA
Don't move.

SHREK
Look, time out.

FIONA
Would you...(grunts as Shrek puts his
hand over her face to stop her from
getting at the arrow) Okay. What do
you propose we do?

ELSEWHERE

Donkey is still looking for the special flower.

DONKEY
Blue flower, red thorns. Blue flower,
red thorns. Blue flower, red thorns.
This would be so much easier if I wasn't
color-blind! Blue flower, red thorns.

SHREK
(os) Ow!

DONKEY
Hold on, Shrek! I'm comin'! (rips a
flower off a nearby bush that just happens
to be a blue flower with red thorns)

THE FOREST PATH

SHREK
Ow! Not good.

FIONA
Okay. Okay. I can nearly see the head.
(Shrek grunts as she pulls) It's just
about...

SHREK
Ow! Ohh! (he jerks and manages to fall
over with Fiona on top of him)

DONKEY
Ahem.

SHREK
(throwing Fiona off of him) Nothing
happend. We were just, uh - -

DONKEY
Look, if you wanted to be alone, all
you had to do was ask. Okay?

SHREK
Oh, come on! That's the last thing on
my mind. The princess here was just-
- (Fiona pulls the arrow out) Ugh! (he
turns to look at Fiona who holds up
the arrow with a smile) Ow!

DONKEY
Hey, what's that? (nervous chuckle)
That's...is that blood?

Donkey faints. Shrek walks over and picks him up as they continue
on their way.

There is a montage of scenes as the group heads back to DuLoc.
Shrek crawling up to the top of a tree to make it fall over a
small brook so that Fiona won't get wet. Shrek then gets up as
Donkey is just about to cross the tree and the tree swings back
into it's upright position and Donkey flies off. Shrek swatting
and a bunch of flies and mosquitoes. Fiona grabs a nearby spiderweb
that's on a tree branch and runs through the field swinging it
around to catch the bugs. She then hands it to Shrek who begins
eating like it's a treat. As he walks off she licks her fingers.
Shrek catching a toad and blowing it up like a balloon and presenting
it to Fiona. Fiona catching a snake, blowing it up, fashioning
it into a balloon animal and presenting it to Shrek. The group
arriving at a windmill that is near DuLoc.

WINDMILL

SHREK
There it is, Princess. Your future awaits
you.

FIONA
That's DuLoc?

DONKEY
Yeah, I know. You know, Shrek thinks
Lord Farquaad's compensating for something,
which I think means he has a really...(Shrek
steps on his hoof) Ow!

SHREK
Um, I, uh- - I guess we better move
on.

FIONA
Sure. But, Shrek? I'm - - I'm worried
about Donkey.

SHREK
What?

FIONA
I mean, look at him. He doesn't look
so good.

DONKEY
What are you talking about? I'm fine.

FIONA
(kneels to look him in the eyes) That's
what they always say, and then next
thing you know, you're on your back.
(pause) Dead.

SHREK
You know, she's right. You look awful.
Do you want to sit down?

FIONA
Uh, you know, I'll make you some tea.

DONKEY
I didn't want to say nothin', but I
got this twinge in my neck, and when
I turn my head like this, look, (turns
his neck in a very sharp way until his
head is completely sideways) Ow! See?

SHREK
Who's hungry? I'll find us some dinner.

FIONA
I'll get the firewood.

DONKEY
Hey, where you goin'? Oh, man, I can't
feel my toes! (looks down and yelps)
I don't have any toes! I think I need
a hug.

SUNSET

Shrek has built a fire and is cooking the rest of dinner while
Fiona eats.

FIONA
Mmm. This is good. This is really good.
What is this?

SHREK
Uh, weed rat. Rotisserie style.

FIONA
No kidding. Well, this is delicious.

SHREK
Well, they're also great in stews. Now,
I don't mean to brag, but I make a mean
weed rat stew. (chuckles)

Fiona looks at DuLoc and sighs.

FIONA
I guess I'll be dining a little differently
tomorrow night.

SHREK
Maybe you can come visit me in the swamp
sometime. I'll cook all kind of stuff
for you. Swamp toad soup, fish eye tartare
- - you name it.

FIONA
(smiles) I'd like that.

They smiles at each other.

SHREK
Um, Princess?

FIONA
Yes, Shrek?

SHREK
I, um, I was wondering...are you...(sighs)
Are you gonna eat that?

DONKEY
(chuckles) Man, isn't this romantic?
Just look at that sunset.

FIONA
(jumps up) Sunset? Oh, no! I mean, it's
late. I-It's very late.

SHREK
What?

DONKEY
Wait a minute. I see what's goin' on
here. You're afraid of the dark, aren't
you?

FIONA
Yes! Yes, that's it. I'm terrified.
You know, I'd better go inside.

DONKEY
Don't feel bad, Princess. I used to
be afraid of the dark, too, until -
- Hey, no, wait. I'm still afraid of
the dark.

Shrek sighs

FIONA
Good night.

SHREK
Good night.

Fiona goes inside the windmill and closes the door. Donkey looks
at Shrek with a new eye.

DONKEY
Ohh! Now I really see what's goin' on
here.

SHREK
Oh, what are you talkin' about?

DONKEY
I don't even wanna hear it. Look, I'm
an animal, and I got instincts. And
I know you two were diggin' on each
other. I could feel it.

SHREK
You're crazy. I'm just bringing her
back to Farquaad.

DONKEY
Oh, come on, Shrek. Wake up and smell
the pheromones. Just go on in and tell
her how you feel.

SHREK
I- - There's nothing to tell. Besides,
even if I did tell her that, well, you
know - - and I'm not sayin' I do 'cause
I don't - - she's a princess, and I'm
- -

DONKEY
An ogre?

SHREK
Yeah. An ogre.

DONKEY
Hey, where you goin'?

SHREK
To get... move firewood. (sighs)

Donkey looks over at the large pile of firewood there already
is.

TIME LAPSE

Donkey opens the door to the Windmill and walks in. Fiona is
nowhere to be seen.

DONKEY
Princess? Princess Fiona? Princess,
where are you? Princess?

Fiona looks at Donkey from the shadows, but we can't see her.

DONKEY
It's very spooky in here. I ain't playing
no games.

Suddenly Fiona falls from the railing. She gets up only she doesn't
look like herself. She looks like an ogre and Donkey starts freaking
out.

DONKEY
Aah!

FIONA
Oh, no!

DONKEY
No, help!

FIONA
Shh!

DONKEY
Shrek! Shrek! Shrek!

FIONA
No, it's okay. It's okay.

DONKEY
What did you do with the princess?

FIONA
Donkey, I'm the princess.

DONKEY
Aah!

FIONA
It's me, in this body.

DONKEY
Oh, my God! You ate the princess. (to
her stomach) Can you hear me?

FIONA
Donkey!

DONKEY
(still aimed at her stomach) Listen,
keep breathing! I'll get you out of
there!

FIONA
No!

DONKEY
Shrek! Shrek! Shrek!

FIONA
Shh.

DONKEY
Shrek!

FIONA
This is me.

Donkey looks into her eyes as she pets his muzzle, and he quiets
down.

DONKEY
Princess? What happened to you? You're,
uh, uh, uh, different.

FIONA
I'm ugly, okay?

DONKEY
Well, yeah! Was it something you ate?
'Cause I told Shrek those rats was a
bad idea. You are what you eat, I said.
Now - -

FIONA
No. I - - I've been this way as long
as I can remember.

DONKEY
What do you mean? Look, I ain't never
seen you like this before.

FIONA
It only happens when sun goes down.
"By night one way, by day another. This
shall be the norm... until you find
true love's first kiss... and then take
love's true form."

DONKEY
Ah, that's beautiful. I didn't know
you wrote poetry.

FIONA
It's a spell. (sigh) When I was a little
girl, a witch cast a spell on me. Every
night I become this. This horrible,
ugly beast! I was placed in a tower
to await the day my true love would
rescue me. That's why I have to marry
Lord Farquaad tomorrow before the sun
sets and he sees me like this. (begins
to cry)

DONKEY
All right, all right. Calm down. Look,
it's not that bad. You're not that ugly.
Well, I ain't gonna lie. You are ugly.
But you only look like this at night.
Shrek's ugly 24-7.

FIONA
But Donkey, I'm a princess, and this
is not how a princess is meant to look.

DONKEY
Princess, how 'bout if you don't marry
Farquaad?

FIONA
I have to. Only my true love's kiss
can break the spell.

DONKEY
But, you know, um, you're kind of an
orge, and Shrek - - well, you got a
lot in common.

FIONA
Shrek?

OUTSIDE

Shrek is walking towards the windmill with a sunflower in his
hand.

SHREK
(to himself) Princess, I - - Uh, how's
it going, first of all? Good? Um, good
for me too. I'm okay. I saw this flower
and thought of you because it's pretty
and - - well, I don't really like it,
but I thought you might like it 'cause
you're pretty. But I like you anyway.
I'd - - uh, uh...(sighs) I'm in trouble.
Okay, here we go.

He walks up to the door and pauses outside when he hears Donkey
and Fiona talking.

FIONA
(os) I can't just marry whoever I want.
Take a good look at me, Donkey. I mean,
really, who can ever love a beast so
hideous and ugly? "Princess" and "ugly"
don't go together. That's why I can't
stay here with Shrek.

Shrek steps back in shock.

FIONA
(os) My only chance to live happily
ever after is to marry my true love.

Shrek heaves a deep sigh. He throws the flower down and walks
away.

INSIDE

FIONA
Don't you see, Donkey? That's just how
it has to be. It's the only way to break
the spell.

DONKEY
You at least gotta tell Shrek the truth.

FIONA
No! You can't breathe a word. No one
must ever know.

DONKEY
What's the point of being able to talk
if you gotta keep secrets?

FIONA
Promise you won't tell. Promise!

DONKEY
All right, all right. I won't tell him.
But you should. (goes outside) I just
know before this is over, I'm gonna
need a whole lot of serious therapy.
Look at my eye twitchin'.

Fiona comes out the door and watches him walk away. She looks
down and spots the sunflower. She picks it up before going back
inside the windmill.

MORNING

Donkey is asleep. Shrek is nowhere to be seen. Fiona is still
awake. She is plucking petals from the sunflower.

FIONA
I tell him, I tell him not. I tell him,
I tell him not. I tell him. (she quickly
runs to the door and goes outside) Shrek!
Shrek, there's something I want...(she
looks and sees the rising sun, and as
the sun crests the sky she turns back
into a human.)

Just as she looks back at the sun she sees Shrek stomping towards
her.

FIONA
Shrek. Are you all right?

SHREK
Perfect! Never been better.

FIONA
I - - I don't - - There's something
I have to tell you.

SHREK
You don't have to tell me anything,
Princess. I heard enough last night.

FIONA
You heard what I said?

SHREK
Every word.

FIONA
I thought you'd understand.

SHREK
Oh, I understand. Like you said, "Who
could love a hideous, ugly beast?"

FIONA
But I thought that wouldn't matter to
you.

SHREK
Yeah? Well, it does. (Fiona looks at
him in shock. He looks past her and
spots a group approaching.) Ah, right
on time. Princess, I've brought you
a little something.

Farquaad has arrived with a group of his men. He looks very regal
sitting up on his horse. You would never guess that he's only
like 3 feet tall. Donkey wakes up with a yawn as the soldiers
march by.

DONKEY
What'd I miss? What'd I miss? (spots
the soldiers) (muffled) Who said that?
Couldn't have been the donkey.

FARQUAAD
Princess Fiona.

SHREK
As promised. Now hand it over.

FARQUAAD
Very well, ogre. (holds out a piece
of paper) The deed to your swamp, cleared
out, as agreed. Take it and go before
I change my mind. (Shrek takes the paper)
Forgive me, Princess, for startling
you, but you startled me, for I have
never seen such a radiant beauty before.
I'm Lord Farquaad.

FIONA
Lord Farquaad? Oh, no, no. (Farquaad
snaps his fingers) Forgive me, my lord,
for I was just saying a short... (Watches
as Farquaad is lifted off his horse
and set down in front of her. He comes
to her waist.) farewell.

FARQUAAD
Oh, that is so sweet. You don't have
to waste good manners on the ogre. It's
not like it has feelings.

FIONA
No, you're right. It doesn't.

Donkey watches this exchange with a curious look on his face.

FARQUAAD
Princess Fiona, beautiful, fair, flawless
Fiona. I ask your hand in marriage.
Will you be the perfect bride for the
perfect groom?

FIONA
Lord Farquaad, I accept. Nothing would
make - -

FARQUAAD
(interrupting) Excellent! I'll start
the plans, for tomorrow we wed!

FIONA
No! I mean, uh, why wait? Let's get
married today before the sun sets.

FARQUAAD
Oh, anxious, are you? You're right.
The sooner, the better. There's so much
to do! There's the caterer, the cake,
the band, the guest list. Captain, round
up some guests! (a guard puts Fiona
on the back of his horse)

FIONA
Fare-thee-well, ogre.

Farquaad's whole party begins to head back to DuLoc. Donkey watches
them go.

DONKEY
Shrek, what are you doing? You're letting
her get away.

SHREK
Yeah? So what?

DONKEY
Shrek, there's something about her you
don't know. Look, I talked to her last
night, She's - -

SHREK
I know you talked to her last night.
You're great pals, aren't ya? Now, if
you two are such good friends, why don't
you follow her home?

DONKEY
Shrek, I - - I wanna go with you.

SHREK
I told you, didn't I? You're not coming
home with me. I live alone! My swamp!
Me! Nobody else! Understand? Nobody!
Especially useless, pathetic, annoying,
talking donkeys!

DONKEY
But I thought - -

SHREK
Yeah. You know what? You thought wrong!
(stomps off)

DONKEY
Shrek.

Montage of different scenes. Shrek arriving back home. Fiona
being fitted for the wedding dress. Donkey at a stream running
into the dragon. Shrek cleaning up his house. Fiona eating dinner
alone. Shrek eating dinner alone.

SHREK'S HOME

Shrek is eating dinner when he hears a sound outside. He goes
outside to investigate.

SHREK
Donkey? (Donkey ignores him and continues
with what he's doing.) What are you
doing?

DONKEY
I would think, of all people, you would
recognize a wall when you see one.

SHREK
Well, yeah. But the wall's supposed
to go around my swamp, not through it.

DONKEY
It is around your half. See that's your
half, and this is my half.

SHREK
Oh! Your half. Hmm.

DONKEY
Yes, my half. I helped rescue the princess.
I did half the work. I get half the
booty. Now hand me that big old rock,
the one that looks like your head.

SHREK
Back off!

DONKEY
No, you back off.

SHREK
This is my swamp!

DONKEY
Our swamp.

SHREK
(grabs the tree branch Donkey is working
with) Let go, Donkey!

DONKEY
You let go.

SHREK
Stubborn jackass!

DONKEY
Smelly ogre.

SHREK
Fine! (drops the tree branch and walks
away)

DONKEY
Hey, hey, come back here. I'm not through
with you yet.

SHREK
Well, I'm through with you.

DONKEY
Uh-uh. You know, with you it's always,
"Me, me, me!" Well, guess what! Now
it's my turn! So you just shut up and
pay attention! You are mean to me. You
insult me and you don't appreciate anything
that I do! You're always pushing me
around or pushing me away.

SHREK
Oh, yeah? Well, if I treated you so
bad, how come you came back?

DONKEY
Because that's what friends do! They
forgive each other!

SHREK
Oh, yeah. You're right, Donkey. I forgive
you... for stabbin' me in the back!
(goes into the outhouse and slams the
door)

DONKEY
Ohh! You're so wrapped up in layers,
onion boy, you're afraid of your own
feelings.

SHREK
(os) Go away!

DONKEY
There you are , doing it again just
like you did to Fiona. All she ever
do was like you, maybe even love you.

SHREK
(os) Love me? She said I was ugly, a
hideous creature. I heard the two of
you talking.

DONKEY
She wasn't talkin' about you. She was
talkin' about, uh, somebody else.

SHREK
(opens the door and comes out) She wasn't
talking about me? Well, then who was
she talking about?

DONKEY
Uh-uh, no way. I ain't saying anything.
You don't wanna listen to me. Right?
Right?

SHREK
Donkey!

DONKEY
No!

SHREK
Okay, look. I'm sorry, all right? (sigh)
I'm sorry. I guess I am just a big,
stupid, ugly ogre. Can you forgive me?

DONKEY
Hey, that's what friends are for, right?

SHREK
Right. Friends?

DONKEY
Friends.

SHREK
So, um, what did Fiona say about me?

DONKEY
What are you asking me for? Why don't
you just go ask her?

SHREK
The wedding! We'll never make it in
time.

DONKEY
Ha-ha-ha! Never fear, for where, there's
a will, there's a way and I have a way.
(whistles)

Suddenly the dragon arrives overhead and flies low enough so
they can climb on.

SHREK
Donkey?

DONKEY
I guess it's just my animal magnetism.

They both laugh.

SHREK
Aw, come here, you. (gives Donkey a
noogie)

DONKEY
All right, all right. Don't get all
slobbery. No one likes a kiss ass. All
right, hop on and hold on tight. I haven't
had a chance to install the seat belts
yet.

They climb aboard the dragon and she takes off for DuLoc.

DULOC - CHURCH

Fiona and Farquaad are getting married. The whole town is there.
The prompter card guy holds up a card that says 'Revered Silence'.

PRIEST
People of DuLoc, we gather here today
to bear witness to the union....

FIONA
(eyeing the setting sun) Um-

PRIEST
...of our new king...

FIONA
Excuse me. Could we just skip ahead
to the "I do's"?

FARQUAAD
(chuckles and then motions to the priest
to indulge Fiona) Go on.

COURTYARD

Some guards are milling around. Suddenly the dragon lands with
a boom. The guards all take off running.

DONKEY
(to Dragon) Go ahead, HAVE SOME FUN.
If we need you, I'll whistle. How about
that? (she nods and goes after the guards)
Shrek, wait, wait! Wait a minute! You
wanna do this right, don't you?

SHREK
(at the Church door) What are you talking
about?

DONKEY
There's a line you gotta wait for. The
preacher's gonna say, "Speak now or
forever hold your peace." That's when
you say, "I object!"

SHREK
I don't have time for this!

DONKEY
Hey, wait. What are you doing? Listen
to me! Look, you love this woman, don't
you?

SHREK
Yes.

DONKEY
You wanna hold her?

SHREK
Yes.

DONKEY
Please her?

SHREK
Yes!

DONKEY
(singing James Brown style) Then you
got to, got to try a little tenderness.
(normal) The chicks love that romantic
crap!

SHREK
All right! Cut it out. When does this
guy say the line?

DONKEY
We gotta check it out.

INSIDE CHURCH

As the priest talks we see Donkey's shadow through one of the
windows Shrek tosses him up so he can see.

PRIEST
And so, by the power vested in me...

Outside

SHREK
What do you see?

DONKEY
The whole town's in there.

Inside

PRIEST
I now pronounce you husband and wife...

Outside

DONKEY
They're at the altar.

Inside

PRIEST
...king and queen.

Outside

DONKEY
Mother Fletcher! He already said it.

SHREK
Oh, for the love of Pete!

He runs inside without catching Donkey, who hits the ground hard.

INSIDE CHURCH

SHREK
(running toward the alter) I object!

FIONA
Shrek?

The whole congregation gasps as they see Shrek.

FARQUAAD
Oh, now what does he want?

SHREK
(to congregation as he reaches the front
of the Church) Hi, everyone. Havin'
a good time, are ya? I love DuLoc, first
of all. Very clean.

FIONA
What are you doing here?

SHREK
Really, it's rude enough being alive
when no one wants you, but showing up
uninvited to a wedding...

SHREK
Fiona! I need to talk to you.

FIONA
Oh, now you wanna talk? It's a little
late for that, so if you'll excuse me
- -

SHREK
But you can't marry him.

FIONA
And why not?

SHREK
Because- - Because he's just marring
you so he can be king.

FARQUAAD
Outrageous! Fiona, don't listen to him.

SHREK
He's not your true love.

FIONA
And what do you know about true love?

SHREK
Well, I - - Uh - - I mean - -

FARQUAAD
Oh, this is precious. The ogee has fallen
in love with the princess! Oh, good
Lord. (laughs)

The prompter card guy holds up a card that says 'Laugh'. The
whole congregation laughs.

FARQUAAD
An ogre and a princess!

FIONA
Shrek, is this true?

FARQUAAD
Who cares? It's preposterous! Fiona,
my love, we're but a kiss away from
our "happily ever after." Now kiss me!
(puckers his lips and leans toward her,
but she pulls back.)

FIONA
(looking at the setting sun) "By night
one way, by day another." (to Shrek)
I wanted to show you before.

She backs up and as the sun sets she changes into her ogre self.
She gives Shrek a sheepish smile.

SHREK
Well, uh, that explains a lot. (Fiona
smiles)

FARQUAAD
Ugh! It's disgusting! Guards! Guards!
I order you to get that out of my sight
now! Get them! Get them both!

The guards run in and separate Fiona and Shrek. Shrek fights
them.

SHREK
No, no!

FIONA
Shrek!

FARQUAAD
This hocus-pocus alters nothing. This
marriage is binding, and that makes
me king! See? See?

FIONA
No, let go of me! Shrek!

SHREK
No!

FARQUAAD
Don't just stand there, you morons.

SHREK
Get out of my way! Fiona! Arrgh!

FARQUAAD
I'll make you regret the day we met.
I'll see you drawn and quartered! You'll
beg for death to save you!

FIONA
No, Shrek!

FARQUAAD
(hold a dagger to Fiona's throat) And
as for you, my wife...

SHREK
Fiona!

FARQUAAD
I'll have you locked back in that tower
for the rest of your days! I'm king!

Shrek manages to get a hand free and he whistles.

FARQUAAD
I will have order! I will have perfection!
I will have - - (Donkey and the dragon
show up and the dragon leans down and
eats Farquaad) Aaaah! Aah!

DONKEY
All right. Nobody move. I got a dragon
here, and I'm not afraid to use it.
(The dragon roars.) I'm a donkey on
the edge!

The dragon belches and Farquaad's crown flies out of her mouth
and falls to the ground.

DONKEY
Celebrity marriages. They never last,
do they?

The congregation cheers.

DONKEY
Go ahead, Shrek.

SHREK
Uh, Fiona?

FIONA
Yes, Shrek?

SHREK
I - - I love you.

FIONA
Really?

SHREK
Really, really.

FIONA
(smiles) I love you too.

Shrek and Fiona kiss. Thelonius takes one of the cards and writes
'Awwww' on the back and then shows it to the congregation.

CONGREGATION
Aawww!

Suddenly the magic of the spell pulls Fiona away. She's lifted
up into the air and she hovers there while the magic works around
her.

WHISPERS
"Until you find true love's first kiss
and then take love's true form. Take
love's true form. Take love's true form."

Suddenly Fiona's eyes open wide. She's consumed by the spell
and then is slowly lowered to the ground.

SHREK
(going over to her) Fiona? Fiona. Are
you all right?

FIONA
(standing up, she's still an ogre) Well,
yes. But I don't understand. I'm supposed
to be beautiful.

SHREK
But you ARE beautiful.

They smile at each other.

DONKEY
(chuckles) I was hoping this would be
a happy ending.

Shrek and Fiona kiss...and the kiss fades into...

THE SWAMP

...their wedding kiss. Shrek and Fiona are now married. 'I'm
a Believer' by Smashmouth is played in the background. Shrek
and Fiona break apart and run through the crowd to their awaiting
carriage. Which is made of a giant onion. Fiona tosses her bouquet
which both Cinderella and Snow White try to catch. But they end
up getting into a cat fight and so the dragon catches the bouquet
instead. The Gingerbread man has been mended somewhat and now
has one leg and walks with a candy cane cane. Shrek and Fiona
walk off as the rest of the guests party and Donkey takes over
singing the song.

GINGERBREAD MAN
God bless us, every one.

DONKEY
(as he's done singing and we fade to
black) Oh, that's funny. Oh. Oh. I can't
breathe. I can't breathe.

THE END

# data[].attributes.headline
According to all known laws of aviation...

# data[].attributes.subject
According to all known laws of aviation...

# data[].attributes.body
According to all known laws of aviation, there is no way that a bee should be able to fly. Its wings are too small to get its fat little body off the ground. The bee, of course, flies anyway. Because bees don’t care what humans think is impossible.” SEQ. 75 - “INTRO TO BARRY” INT. BENSON HOUSE - DAY ANGLE ON: Sneakers on the ground. Camera PANS UP to reveal BARRY BENSON’S BEDROOM ANGLE ON: Barry’s hand flipping through different sweaters in his closet. BARRY Yellow black, yellow black, yellow black, yellow black, yellow black, yellow black...oohh, black and yellow... ANGLE ON: Barry wearing the sweater he picked, looking in the mirror. BARRY (CONT’D) Yeah, let’s shake it up a little. He picks the black and yellow one. He then goes to the sink, takes the top off a CONTAINER OF HONEY, and puts some honey into his hair. He squirts some in his mouth and gargles. Then he takes the lid off the bottle, and rolls some on like deodorant. CUT TO: INT. BENSON HOUSE KITCHEN - CONTINUOUS Barry’s mother, JANET BENSON, yells up at Barry. JANET BENSON Barry, breakfast is ready! CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 1. INT. BARRY’S ROOM - CONTINUOUS BARRY Coming! SFX: Phone RINGING. Barry’s antennae vibrate as they RING like a phone. Barry’s hands are wet. He looks around for a towel. BARRY (CONT’D) Hang on a second! He wipes his hands on his sweater, and pulls his antennae down to his ear and mouth. BARRY (CONT'D) Hello? His best friend, ADAM FLAYMAN, is on the other end. ADAM Barry? BARRY Adam? ADAM Can you believe this is happening? BARRY Can’t believe it. I’ll pick you up. Barry sticks his stinger in a sharpener. SFX: BUZZING AS HIS STINGER IS SHARPENED. He tests the sharpness with his finger. SFX: Bing. BARRY (CONT’D) Looking sharp. ANGLE ON: Barry hovering down the hall, sliding down the staircase bannister. Barry’s mother, JANET BENSON, is in the kitchen. JANET BENSON Barry, why don’t you use the stairs? Your father paid good money for those. "Bee Movie" - JS REVISIONS 8/13/07 2. BARRY Sorry, I’m excited. Barry’s father, MARTIN BENSON, ENTERS. He’s reading a NEWSPAPER with the HEADLINE, “Queen gives birth to thousandtuplets: Resting Comfortably.” MARTIN BENSON Here’s the graduate. We’re very proud of you, Son. And a perfect report card, all B’s. JANET BENSON (mushing Barry’s hair) Very proud. BARRY Ma! I’ve got a thing going here. Barry re-adjusts his hair, starts to leave. JANET BENSON You’ve got some lint on your fuzz. She picks it off. BARRY Ow, that’s me! MARTIN BENSON Wave to us. We’ll be in row 118,000. Barry zips off. BARRY Bye! JANET BENSON Barry, I told you, stop flying in the house! CUT TO: SEQ. 750 - DRIVING TO GRADUATION EXT. BEE SUBURB - MORNING A GARAGE DOOR OPENS. Barry drives out in his CAR. "Bee Movie" - JS REVISIONS 8/13/07 3. ANGLE ON: Barry’s friend, ADAM FLAYMAN, standing by the curb. He’s reading a NEWSPAPER with the HEADLINE: “Frisbee Hits Hive: Internet Down. Bee-stander: “I heard a sound, and next thing I knew...wham-o!.” Barry drives up, stops in front of Adam. Adam jumps in. BARRY Hey, Adam. ADAM Hey, Barry. (pointing at Barry’s hair) Is that fuzz gel? BARRY A little. It’s a special day. Finally graduating. ADAM I never thought I’d make it. BARRY Yeah, three days of grade school, three days of high school. ADAM Those were so awkward. BARRY Three days of college. I’m glad I took off one day in the middle and just hitchhiked around the hive. ADAM You did come back different. They drive by a bee who’s jogging. ARTIE Hi Barry! BARRY (to a bee pedestrian) Hey Artie, growing a mustache? Looks good. Barry and Adam drive from the suburbs into the city. ADAM Hey, did you hear about Frankie? "Bee Movie" - JS REVISIONS 8/13/07 4. BARRY Yeah. ADAM You going to his funeral? BARRY No, I’m not going to his funeral. Everybody knows you sting someone you die, you don’t waste it on a squirrel. He was such a hot head. ADAM Yeah, I guess he could’ve just gotten out of the way. The DRIVE through a loop de loop. BARRY AND ADAM Whoa...Whooo...wheee!! ADAM I love this incorporating the amusement park right into our regular day. BARRY I guess that’s why they say we don’t need vacations. CUT TO: SEQ. 95 - GRADUATION EXT. GRADUATION CEREMONY - CONTINUOUS Barry and Adam come to a stop. They exit the car, and fly over the crowd to their seats. * BARRY * (re: graduation ceremony) * Boy, quite a bit of pomp...under * the circumstances. * They land in their seats. BARRY (CONT’D) Well Adam, today we are men. "Bee Movie" - JS REVISIONS 8/13/07 5. ADAM We are. BARRY Bee-men. ADAM Amen! BARRY Hallelujah. Barry hits Adam’s forehead. Adam goes into the rapture. An announcement comes over the PA. ANNOUNCER (V.O) Students, faculty, distinguished bees...please welcome, Dean Buzzwell. ANGLE ON: DEAN BUZZWELL steps up to the podium. The podium has a sign that reads: “Welcome Graduating Class of:”, with train-station style flipping numbers after it. BUZZWELL Welcome New Hive City graduating class of... The numbers on the podium change to 9:15. BUZZWELL (CONT’D) ...9:15. (he clears his throat) And that concludes our graduation ceremonies. And begins your career at Honex Industries. BARRY Are we going to pick our job today? ADAM I heard it’s just orientation. The rows of chairs change in transformer-like mechanical motion to Universal Studios type tour trams. Buzzwell walks off stage. BARRY (re: trams) Whoa, heads up! Here we go. "Bee Movie" - JS REVISIONS 8/13/07 6. SEQ. 125 - “FACTORY” FEMALE VOICE (V.O) Keep your hands and antennas inside the tram at all times. (in Spanish) Dejen las manos y antennas adentro del tram a todos tiempos. BARRY I wonder what it’s going to be like? ADAM A little scary. Barry shakes Adam. BARRY AND ADAM AAHHHH! The tram passes under SIGNS READING: “Honex: A Division of Honesco: A Part of the Hexagon Group.” TRUDY Welcome to Honex, a division of Honesco, and a part of the Hexagon group. BARRY This is it! The Honex doors OPEN, revealing the factory. BARRY (CONT’D) Wow. TRUDY We know that you, as a bee, have worked your whole life to get to the point where you can work for your whole life. Honey begins when our valiant pollen jocks bring the nectar to the hive where our top secret formula is automatically color-corrected, scent adjusted and bubble contoured into this... Trudy GRABS a TEST TUBE OF HONEY from a technician. "Bee Movie" - JS REVISIONS 8/13/07 7. TRUDY (CONT’D) ...soothing, sweet syrup with its distinctive golden glow, you all know as... EVERYONE ON THE TRAM (in unison) H-o-n-e-y. Trudy flips the flask into the crowd, and laughs as they all scramble for it. ANGLE ON: A GIRL BEE catching the honey. ADAM (sotto) That girl was hot. BARRY (sotto) She’s my cousin. ADAM She is? BARRY Yes, we’re all cousins. ADAM Right. You’re right. TRUDY At Honex, we also constantly strive to improve every aspect of bee existence. These bees are stress testing a new helmet technology. ANGLE ON: A STUNT BEE in a HELMET getting hit with a NEWSPAPER, then a SHOE, then a FLYSWATTER. He gets up, and gives a “thumb’s up”. The graduate bees APPLAUD. ADAM (re: stunt bee) What do you think he makes? BARRY Not enough. TRUDY And here we have our latest advancement, the Krelman. "Bee Movie" - JS REVISIONS 8/13/07 8. BARRY Wow, what does that do? TRUDY Catches that little strand of honey that hangs after you pour it. Saves us millions. ANGLE ON: The Krelman machine. Bees with hand-shaped hats on, rotating around a wheel to catch drips of honey. Adam’s hand shoots up. ADAM Can anyone work on the Krelman? TRUDY Of course. Most bee jobs are small ones. But bees know that every small job, if it’s done well, means a lot. There are over 3000 different bee occupations. But choose carefully, because you’ll stay in the job that you pick for the rest of your life. The bees CHEER. ANGLE ON: Barry’s smile dropping slightly. BARRY The same job for the rest of your life? I didn’t know that. ADAM What’s the difference? TRUDY And you’ll be happy to know that bees as a species haven’t had one day off in 27 million years. BARRY So you’ll just work us to death? TRUDY (laughing) We’ll sure try. Everyone LAUGHS except Barry. "Bee Movie" - JS REVISIONS 8/13/07 9. The tram drops down a log-flume type steep drop. Cameras flash, as all the bees throw up their hands. The frame freezes into a snapshot. Barry looks concerned. The tram continues through 2 doors. FORM DISSOLVE TO: SEQ. 175 - “WALKING THE HIVE” INT. HONEX LOBBY ANGLE ON: The log-flume photo, as Barry looks at it. ADAM Wow. That blew my mind. BARRY (annoyed) “What’s the difference?” Adam, how could you say that? One job forever? That’s an insane choice to have to make. ADAM Well, I’m relieved. Now we only have to make one decision in life. BARRY But Adam, how could they never have told us that? ADAM Barry, why would you question anything? We’re bees. We’re the most perfectly functioning society on Earth. They walk by a newspaper stand with A SANDWICH BOARD READING: “Bee Goes Berserk: Stings Seven Then Self.” ANGLE ON: A BEE filling his car’s gas tank from a honey pump. He fills his car some, then takes a swig for himself. NEWSPAPER BEE (to the bee guzzling gas) Hey! Barry and Adam begin to cross the street. "Bee Movie" - JS REVISIONS 8/13/07 10. BARRY Yeah but Adam, did you ever think that maybe things work a little too well around here? They stop in the middle of the street. The traffic moves perfectly around them. ADAM Like what? Give me one example. BARRY (thinks) ...I don’t know. But you know what I’m talking about. They walk off. SEQ. 400 - “MEET THE JOCKS” SFX: The SOUND of Pollen Jocks. PAN DOWN from the Honex statue. J-GATE ANNOUNCER Please clear the gate. Royal Nectar Force on approach. Royal Nectar Force on approach. BARRY Wait a second. Check it out. Hey, hey, those are Pollen jocks. ADAM Wow. FOUR PATROL BEES FLY in through the hive’s giant Gothic entrance. The Patrol Bees are wearing fighter pilot helmets with black visors. ADAM (CONT’D) I’ve never seen them this close. BARRY They know what it’s like to go outside the hive. ADAM Yeah, but some of them don’t come back. "Bee Movie" - JS REVISIONS 8/13/07 11. The nectar from the pollen jocks is removed from their backpacks, and loaded into trucks on their way to Honex. A SMALL CROWD forms around the Patrol Bees. Each one has a PIT CREW that takes their nectar. Lou Loduca hurries a pit crew along: LOU LODUCA You guys did great! You’re monsters. You’re sky freaks! I love it! I love it! SCHOOL GIRLS are jumping up and down and squealing nearby. BARRY I wonder where those guys have just been? ADAM I don’t know. BARRY Their day’s not planned. Outside the hive, flying who-knows-where, doing who-knows-what. ADAM You can’t just decide one day to be a Pollen Jock. You have to be bred for that. BARRY Right. Pollen Jocks cross in close proximity to Barry and Adam. Some pollen falls off, onto Barry and Adam. BARRY (CONT’D) Look at that. That’s more pollen than you and I will ever see in a lifetime. ADAM (playing with the pollen) It’s just a status symbol. I think bees make too big a deal out of it. BARRY Perhaps, unless you’re wearing it, and the ladies see you wearing it. ANGLE ON: Two girl bees. "Bee Movie" - JS REVISIONS 8/13/07 12. ADAM Those ladies? Aren’t they our cousins too? BARRY Distant, distant. ANGLE ON: TWO POLLEN JOCKS. JACKSON Look at these two. SPLITZ Couple of Hive Harrys. JACKSON Let’s have some fun with them. The pollen jocks approach. Barry and Adam continue to talk to the girls. GIRL 1 It must be so dangerous being a pollen jock. BARRY Oh yeah, one time a bear had me pinned up against a mushroom. He had one paw on my throat, and with the other he was slapping me back and forth across the face. GIRL 1 Oh my. BARRY I never thought I’d knock him out. GIRL 2 (to Adam) And what were you doing during all of this? ADAM Obviously I was trying to alert the authorities. The girl swipes some pollen off of Adam with a finger. BARRY (re: pollen) I can autograph that if you want. "Bee Movie" - JS REVISIONS 8/13/07 13. JACKSON Little gusty out there today, wasn’t it, comrades? BARRY Yeah. Gusty. BUZZ You know, we’re going to hit a sunflower patch about six miles from here tomorrow. BARRY Six miles, huh? ADAM (whispering) Barry. BUZZ It’s a puddle-jump for us. But maybe you’re not up for it. BARRY Maybe I am. ADAM (whispering louder) You are not! BUZZ We’re going, oh-nine hundred at JGate. ADAM (re: j-gate) Whoa. BUZZ (leaning in, on top of Barry) What do you think, Buzzy Boy? Are you bee enough? BARRY I might be. It all depends on what oh-nine hundred means. CUT TO: SEQ. 450 - “THE BALCONY” "Bee Movie" - JS REVISIONS 8/13/07 14. INT. BENSON HOUSE BALCONY - LATER Barry is standing on the balcony alone, looking out over the city. Martin Benson ENTERS, sneaks up behind Barry and gooses him in his ribs. MARTIN BENSON Honex! BARRY Oh, Dad. You surprised me. MARTIN BENSON (laughing) Have you decided what you’re interested in, Son? BARRY Well, there’s a lot of choices. MARTIN BENSON But you only get one. Martin LAUGHS. BARRY Dad, do you ever get bored doing the same job every day? MARTIN BENSON Son, let me tell you something about stirring. (making the stirring motion) You grab that stick and you just move it around, and you stir it around. You get yourself into a rhythm, it’s a beautiful thing. BARRY You know dad, the more I think about it, maybe the honey field just isn’t right for me. MARTIN BENSON And you were thinking of what, making balloon animals? That’s a bad job for a guy with a stinger. "Bee Movie" - JS REVISIONS 8/13/07 15. BARRY Well no... MARTIN BENSON Janet, your son’s not sure he wants to go into honey. JANET BENSON Oh Barry, you are so funny sometimes. BARRY I’m not trying to be funny. MARTIN BENSON You’re not funny, you’re going into honey. Our son, the stirrer. JANET BENSON You’re going to be a stirrer?! BARRY No one’s listening to me. MARTIN BENSON Wait until you see the sticks I have for you. BARRY I can say anything I want right now. I’m going to get an ant tattoo. JANET BENSON Let’s open some fresh honey and celebrate. BARRY Maybe I’ll pierce my thorax! MARTIN BENSON (toasting) To honey! BARRY Shave my antennae! JANET BENSON To honey! "Bee Movie" - JS REVISIONS 8/13/07 16. BARRY Shack up with a grasshopper, get a gold tooth, and start calling everybody “Dawg.” CUT TO: SEQ. 760 - “JOB PLACEMENT” EXT. HONEX LOBBY - CONTINUOUS ANGLE ON: A BEE BUS STOP. One group of bees stands on the pavement, as another group hovers above them. A doubledecker bus pulls up. The hovering bees get on the top level, and the standing bees get on the bottom. Barry and Adam pull up outside of Honex. ADAM I can’t believe we’re starting work today. BARRY Today’s the day. Adam jumps out of the car. ADAM (O.C) Come on. All the good jobs will be gone. BARRY Yeah, right... ANGLE ON: A BOARD READING: “JOB PLACEMENT BOARD”. Buzzwell, the Bee Processor, is at the counter. Another BEE APPLICANT, SANDY SHRIMPKIN is EXITING. SANDY SHRIMPKIN Is it still available? BUZZWELL Hang on. (he looks at changing numbers on the board) Two left. And...one of them’s yours. Congratulations Son, step to the side please. "Bee Movie" - JS REVISIONS 8/13/07 17. SANDY SHRIMPKIN Yeah! ADAM (to Sandy, leaving) What did you get? SANDY SHRIMPKIN Picking the crud out. That is stellar! ADAM Wow. BUZZWELL (to Adam and Barry) Couple of newbies? ADAM Yes Sir. Our first day. We are ready. BUZZWELL Well, step up and make your choice. ANGLE ON: A CHART listing the different sectors of Honex. Heating, Cooling, Viscosity, Krelman, Pollen Counting, Stunt Bee, Pouring, Stirrer, Humming, Regurgitating, Front Desk, Hair Removal, Inspector No. 7, Chef, Lint Coordinator, Stripe Supervisor, Antennae-ball polisher, Mite Wrangler, Swatting Counselor, Wax Monkey, Wing Brusher, Hive Keeper, Restroom Attendant. ADAM (to Barry) You want to go first? BARRY No, you go. ADAM Oh my. What’s available? BUZZWELL Restroom attendant is always open, and not for the reason you think. ADAM Any chance of getting on to the Krelman, Sir? BUZZWELL Sure, you’re on. "Bee Movie" - JS REVISIONS 8/13/07 18. He plops the KRELMAN HAT onto Adam’s head. ANGLE ON: The job board. THE COLUMNS READ: “OCCUPATION” “POSITIONS AVAILABLE”, and “STATUS”. The middle column has numbers, and the right column has job openings flipping between “open”, “pending”, and “closed”. BUZZWELL (CONT’D) Oh, I’m sorry. The Krelman just closed out. ADAM Oh! He takes the hat off Adam. BUZZWELL Wax Monkey’s always open. The Krelman goes from “Closed” to “Open”. BUZZWELL (CONT’D) And the Krelman just opened up again. ADAM What happened? BUZZWELL Well, whenever a bee dies, that’s an opening. (pointing at the board) See that? He’s dead, dead, another dead one, deady, deadified, two more dead. Dead from the neck up, dead from the neck down. But, that’s life. ANGLE ON: Barry’s disturbed expression. ADAM (feeling pressure to decide) Oh, this is so hard. Heating, cooling, stunt bee, pourer, stirrer, humming, inspector no. 7, lint coordinator, stripe supervisor, antenna-ball polisher, mite wrangler-- Barry, Barry, what do you think I should-- Barry? Barry? "Bee Movie" - JS REVISIONS 8/13/07 19. Barry is gone. CUT TO: SEQ. 775 - “LOU LODUCA SPEECH” EXT. J-GATE - SAME TIME Splitz, Jackson, Buzz, Lou and two other BEES are going through final pre-flight checks. Barry ENTERS. LOU LODUCA Alright, we’ve got the sunflower patch in quadrant nine. Geranium window box on Sutton Place... Barry’s antennae rings, like a phone. ADAM (V.O) What happened to you? Where are you? Barry whispers throughout. BARRY I’m going out. ADAM (V.O) Out? Out where? BARRY Out there. ADAM (V.O) (putting it together) Oh no. BARRY I have to, before I go to work for the rest of my life. ADAM (V.O) You’re going to die! You’re crazy! Hello? BARRY Oh, another call coming in. "Bee Movie" - JS REVISIONS 8/13/07 20. ADAM (V.O) You’re cra-- Barry HANGS UP. ANGLE ON: Lou Loduca. LOU LODUCA If anyone’s feeling brave, there’s a Korean Deli on 83rd that gets their roses today. BARRY (timidly) Hey guys. BUZZ Well, look at that. SPLITZ Isn’t that the kid we saw yesterday? LOU LODUCA (to Barry) Hold it son, flight deck’s restricted. JACKSON It’s okay Lou, we’re going to take him up. Splitz and Jackson CHUCKLE. LOU LODUCA Really? Feeling lucky, are ya? A YOUNGER SMALLER BEE THAN BARRY, CHET, runs up with a release waiver for Barry to sign. CHET Sign here. Here. Just initial that. Thank you. LOU LODUCA Okay, you got a rain advisory today and as you all know, bees cannot fly in rain. So be careful. As always, (reading off clipboard) watch your brooms, hockey sticks, dogs, birds, bears, and bats. "Bee Movie" - JS REVISIONS 8/13/07 21. Also, I got a couple reports of root beer being poured on us. Murphy’s in a home because of it, just babbling like a cicada. BARRY That’s awful. LOU LODUCA And a reminder for all you rookies, bee law number one, absolutely no talking to humans. Alright, launch positions! The Jocks get into formation, chanting as they move. LOU LODUCA (CONT’D) Black and Yellow! JOCKS Hello! SPLITZ (to Barry) Are you ready for this, hot shot? BARRY Yeah. Yeah, bring it on. Barry NODS, terrified. BUZZ Wind! - CHECK! JOCK #1 Antennae! - CHECK! JOCK #2 Nectar pack! - CHECK! JACKSON Wings! - CHECK! SPLITZ Stinger! - CHECK! BARRY Scared out of my shorts - CHECK. LOU LODUCA Okay ladies, let’s move it out. Everyone FLIPS their goggles down. Pit crew bees CRANK their wings, and remove the starting blocks. We hear loud HUMMING. "Bee Movie" - JS REVISIONS 8/13/07 22. LOU LODUCA (CONT'D) LOU LODUCA (CONT’D) Pound those petunia's, you striped stem-suckers! All of you, drain those flowers! A FLIGHT DECK GUY in deep crouch hand-signals them out the archway as the backwash from the bee wings FLUTTERS his jump suit. Barry follows everyone. SEQ. 800 - “FLYING WITH THE JOCKS” The bees climb above tree tops in formation. Barry is euphoric. BARRY Whoa! I’m out! I can’t believe I’m out! So blue. Ha ha ha! (a beat) I feel so fast...and free. (re: kites in the sky) Box kite! Wow! They fly by several bicyclists, and approach a patch of flowers. BARRY (CONT'D) Flowers! SPLITZ This is blue leader. We have roses visual. Bring it around thirty degrees and hold. BARRY (sotto) Roses. JACKSON Thirty degrees, roger, bringing it around. Many pollen jocks break off from the main group. They use their equipment to collect nectar from flowers. Barry flies down to watch the jocks collect the nectar. JOCK Stand to the side kid, it’s got a bit of a kick. The jock fires the gun, and recoils. Barry watches the gun fill up with nectar. "Bee Movie" - JS REVISIONS 8/13/07 23. BARRY Oh, that is one Nectar Collector. JOCK You ever see pollination up close? BARRY No, Sir. He takes off, and the excess pollen dust falls causing the flowers to come back to life. JOCK (as he pollinates) I pick some pollen up over here, sprinkle it over here, maybe a dash over there, pinch on that one...see that? It’s a little bit of magic, ain’t it? The FLOWERS PERK UP as he pollinates. BARRY Wow. That’s amazing. Why do we do that? JOCK ...that’s pollen power, Kid. More pollen, more flowers, more nectar, more honey for us. BARRY Cool. The Jock WINKS at Barry. Barry rejoins the other jocks in the sky. They swoop in over a pond, kissing the surface. We see their image reflected in the water; they’re really moving. They fly over a fountain. BUZZ I’m picking up a lot of bright yellow, could be daisies. Don’t we need those? SPLITZ Copy that visual. We see what appear to be yellow flowers on a green field. "Bee Movie" - JS REVISIONS 8/13/07 24. They go into a deep bank and dive. BUZZ Hold on, one of these flowers seems to be on the move. SPLITZ Say again...Are you reporting a moving flower? BUZZ Affirmative. SEQ. 900 - “TENNIS GAME” The pollen jocks land. It is a tennis court with dozens of tennis balls. A COUPLE, VANESSA and KEN, plays tennis. The bees land right in the midst of a group of balls. KEN (O.C) That was on the line! The other bees start walking around amongst the immense, yellow globes. SPLITZ This is the coolest. What is it? They stop at a BALL on a white line and look up at it. JACKSON I don’t know, but I’m loving this color. SPLITZ (smelling tennis ball) Smells good. Not like a flower. But I like it. JACKSON Yeah, fuzzy. BUZZ Chemical-y. JACKSON Careful, guys, it’s a little grabby. Barry LANDS on a ball and COLLAPSES. "Bee Movie" - JS REVISIONS 8/13/07 25. BARRY Oh my sweet lord of bees. JACKSON Hey, candy brain, get off there! Barry attempts to pulls his legs off, but they stick. BARRY Problem! A tennis shoe and a hand ENTER FRAME. The hand picks up the ball with Barry underneath it. BARRY (CONT'D) Guys! BUZZ This could be bad. JACKSON Affirmative. Vanessa walks back to the service line, BOUNCES the ball. Each time it BOUNCES, the other bees cringe and GASP. ANGLE ON: Barry, terrified. Pure dumb luck, he’s not getting squished. BARRY (with each bounce) Very close...Gonna Hurt...Mamma’s little boy. SPLITZ You are way out of position, rookie. ANGLE ON: Vanessa serving. We see Barry and the ball up against the racket as she brings it back. She tosses the ball into the air; Barry’s eyes widen. The ball is STRUCK, and the rally is on. KEN Coming in at you like a missile! Ken HITS the ball back. Barry feels the g-forces. ANGLE ON: The Pollen Jocks watching Barry pass by them in SLOW MOTION. "Bee Movie" - JS REVISIONS 8/13/07 26. BARRY (in slow motion) Help me! JACKSON You know, I don't think these are flowers. SPLITZ Should we tell him? JACKSON I think he knows. BARRY (O.S) What is this?! Vanessa HITS a high arcing lob. Ken waits, poised for the return. We see Barry having trouble maneuvering the ball from fatigue. KEN (overly confident) Match point! ANGLE ON: Ken running up. He has a killer look in his eyes. He’s going to hit the ultimate overhead smash. KEN (CONT'D) You can just start packing up Honey, because I believe you’re about to eat it! ANGLE ON: Pollen Jocks. JACKSON Ahem! Ken is distracted by the jock. KEN What? No! He misses badly. The ball rockets into oblivion. Barry is still hanging on. ANGLE ON: Ken, berating himself. KEN (CONT’D) Oh, you cannot be serious. We hear the ball WHISTLING, and Barry SCREAMING. "Bee Movie" - JS REVISIONS 8/13/07 27. BARRY Yowser!!! SEQ. 1000 - “SUV” The ball flies through the air, and lands in the middle of the street. It bounces into the street again, and sticks in the grille of an SUV. INT. CAR ENGINE - CONTINUOUS BARRY’S POV: the grille of the SUV sucks him up. He tumbles through a black tunnel, whirling vanes, and pistons. BARRY AHHHHHHHHHHH!! OHHHH!! EECHHH!! AHHHHHH!! Barry gets chilled by the A/C system, and sees a frozen grasshopper. BARRY (CONT’D) (re: grasshopper) Eww, gross. CUT TO: INT. CAR - CONTINUOUS The car is packed with a typical suburban family: MOTHER, FATHER, eight-year old BOY, LITTLE GIRL in a car seat and a GRANDMOTHER. A big slobbery DOG is behind a grate. Barry pops into the passenger compartment, hitting the Mother’s magazine. MOTHER There’s a bee in the car! They all notice the bee and start SCREAMING. BARRY Aaahhhh! Barry tumbles around the car. We see the faces from his POV. MOTHER Do something! "Bee Movie" - JS REVISIONS 8/13/07 28. FATHER I’m driving! Barry flies by the little girl in her CAR SEAT. She waves hello. LITTLE GIRL Hi, bee. SON He’s back here! He’s going to sting me! The car SWERVES around the road. Barry flies into the back, where the slobbery dog SNAPS at him. Barry deftly avoids the jaws and gross, flying SPITTLE. MOTHER Nobody move. If you don’t move, he won’t sting you. Freeze! Everyone in the car freezes. Barry freezes. They stare at each other, eyes going back and forth, waiting to see who will make the first move. Barry blinks. GRANNY He blinked! Granny pulls out a can of HAIR SPRAY. SON Spray him, Granny! Granny sprays the hair spray everywhere. FATHER What are you doing? GRANNY It’s hair spray! Extra hold! MOTHER Kill it! Barry gets sprayed back by the hair spray, then sucked out of the sunroof. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 29. EXT. CITY STREET - CONTINUOUS BARRY Wow. The tension level out here is unbelievable. I’ve got to get home. As Barry flies down the street, it starts to RAIN. He nimbly avoids the rain at first. BARRY (CONT’D) Whoa. Whoa! Can’t fly in rain! Can’t fly in rain! Can’t fly in-- A couple of drops hit him, his wings go limp and he starts falling. BARRY (CONT'D) Mayday! Mayday! Bee going down! Barry sees a window ledge and aims for it and just makes it. Shivering and exhausted, he crawls into an open window as it CLOSES. SEQ. 1100 - “VANESSA SAVES BARRY” INT. VANESSA’S APARTMENT - CONTINUOUS Inside the window, Barry SHAKES off the rain like a dog. Vanessa, Ken, Andy, and Anna ENTER the apartment. VANESSA Ken, can you close the window please? KEN Huh? Oh. (to Andy) Hey, check out my new resume. I made it into a fold-out brochure. You see? It folds out. Ken holds up his brochure, with photos of himself, and a resume in the middle. ANGLE ON: Barry hiding behind the curtains, as Ken CLOSES THE WINDOW. "Bee Movie" - JS REVISIONS 8/13/07 30. BARRY Oh no, more humans. I don’t need this. Barry HOVERS up into the air and THROWS himself into the glass. BARRY (CONT’D) (dazed) Ow! What was that? He does it again, and then multiple more times. BARRY (CONT'D) Maybe this time...this time, this time, this time, this time, this time, this time, this time. Barry JUMPS onto the drapes. BARRY (CONT'D) (out of breath) Drapes! (then, re: glass) That is diabolical. KEN It’s fantastic. It’s got all my special skills, even my top ten favorite movies. ANDY What’s your number one? Star Wars? KEN Ah, I don’t go for that, (makes Star Wars noises), kind of stuff. ANGLE ON: Barry. BARRY No wonder we’re not supposed to talk to them. They’re out of their minds. KEN When I walk out of a job interview they’re flabbergasted. They can’t believe the things I say. Barry looks around and sees the LIGHT BULB FIXTURE in the middle of the ceiling. "Bee Movie" - JS REVISIONS 8/13/07 31. BARRY (re: light bulb) Oh, there’s the sun. Maybe that’s a way out. Barry takes off and heads straight for the light bulb. His POV: The seventy-five watt label grows as he gets closer. BARRY (CONT’D) I don’t remember the sun having a big seventy five on it. Barry HITS the bulb and is KNOCKED SILLY. He falls into a BOWL OF GUACAMOLE. Andy dips his chip in the guacamole, taking Barry with it. ANGLE ON: Ken and Andy. KEN I’ll tell you what. You know what? I predicted global warming. I could feel it getting hotter. At first I thought it was just me. Barry’s POV: Giant human mouth opening. KEN (CONT’D) Wait! Stop! Beeeeeee! ANNA Kill it! Kill it! They all JUMP up from their chairs. Andy looks around for something to use. Ken comes in for the kill with a big TIMBERLAND BOOT on each hand. KEN Stand back. These are winter boots. Vanessa ENTERS, and stops Ken from squashing Barry. VANESSA (grabs Ken’s arm) Wait. Don’t kill him. CLOSE UP: on Barry’s puzzled face. KEN You know I’m allergic to them. This thing could kill me. "Bee Movie" - JS REVISIONS 8/13/07 32. VANESSA Why does his life have any less value than yours? She takes a GLASS TUMBLER and places it over Barry. KEN Why does his life have any less value than mine? Is that your statement? VANESSA I’m just saying, all life has value. You don’t know what he’s capable of feeling. Barry looks up through the glass and watches this conversation, astounded. Vanessa RIPS Ken’s resume in half and SLIDES it under the glass. KEN (wistful) My brochure. There’s a moment of eye contact as she carries Barry to the window. She opens it and sets him free. VANESSA There you go, little guy. KEN (O.C) I’m not scared of them. But, you know, it’s an allergic thing. ANDY (O.C) * Hey, why don’t you put that on your * resume-brochure? * KEN (O.C) It’s not funny, my whole face could puff up. ANDY (O.C) Make it one of your “Special Skills.” KEN (O.C) You know, knocking someone out is also a special skill. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 33. EXT. WINDOWSILL - CONTINUOUS Barry stares over the window frame. He can’t believe what’s just happened. It is still RAINING. DISSOLVE TO: SEQ. 1200 - “BARRY SPEAKS” EXT. WINDOWSILL - LATER Barry is still staring through the window. Inside, everyone’s saying their good-byes. KEN Vanessa, next week? Yogurt night? VANESSA Uh, yeah sure Ken. You know, whatever. KEN You can put carob chips on there. VANESSA Good night. KEN (as he exits) Supposed to be less calories, or something. VANESSA Bye. She shuts the door. Vanessa starts cleaning up. BARRY I’ve got to say something. She saved my life. I’ve got to say something. Alright, here it goes. Barry flies in. "Bee Movie" - JS REVISIONS 8/13/07 34. INT. VANESSA’S APARTMENT - CONTINUOUS Barry hides himself on different PRODUCTS placed along the kitchen shelves. He hides on a Bumblebee Tuna can, and a “Greetings From Coney Island” MUSCLE-MAN POSTCARD on the fridge. BARRY (on fridge) What would I say? (landing on a bottle) I could really get in trouble. He stands looking at Vanessa. BARRY (CONT'D) It’s a bee law. You’re not supposed to talk to a human. I can’t believe I’m doing this. I’ve got to. Oh, I can’t do it! Come on! No, yes, no, do it! I can’t. How should I start it? You like jazz? No, that’s no good. Here she comes. Speak, you fool. As Vanessa walks by, Barry takes a DEEP BREATH. BARRY (CONT’D) (cheerful) Umm...hi. Vanessa DROPS A STACK OF DISHES, and HOPS BACK. BARRY (CONT’D) I’m sorry. VANESSA You’re talking. BARRY Yes, I know, I know. VANESSA You’re talking. BARRY I know, I’m sorry. I’m so sorry. VANESSA It’s okay. It’s fine. It’s just, I know I’m dreaming, but I don’t recall going to bed. "Bee Movie" - JS REVISIONS 8/13/07 35. BARRY Well, you know I’m sure this is very disconcerting. VANESSA Well yeah. I mean this is a bit of a surprise to me. I mean...you’re a bee. BARRY Yeah, I am a bee, and you know I’m not supposed to be doing this, but they were all trying to kill me and if it wasn’t for you...I mean, I had to thank you. It’s just the way I was raised. Vanessa intentionally JABS her hand with a FORK. VANESSA Ow! BARRY That was a little weird. VANESSA (to herself) I’m talking to a bee. BARRY Yeah. VANESSA I’m talking to a bee. BARRY Anyway... VANESSA And a bee is talking to me... BARRY I just want you to know that I’m grateful, and I’m going to leave now. VANESSA Wait, wait, wait, wait, how did you learn to do that? BARRY What? "Bee Movie" - JS REVISIONS 8/13/07 36. VANESSA The talking thing. BARRY Same way you did, I guess. Mama, Dada, honey, you pick it up. VANESSA That’s very funny. BARRY Yeah. Bees are funny. If we didn’t laugh, we’d cry. With what we have to deal with. Vanessa LAUGHS. BARRY (CONT’D) Anyway. VANESSA Can I, uh, get you something? BARRY Like what? VANESSA I don’t know. I mean, I don’t know. Coffee? BARRY Well, uh, I don’t want to put you out. VANESSA It’s no trouble. BARRY Unless you’re making anyway. VANESSA Oh, it takes two minutes. BARRY Really? VANESSA It’s just coffee. BARRY I hate to impose. "Bee Movie" - JS REVISIONS 8/13/07 37. VANESSA Don’t be ridiculous. BARRY Actually, I would love a cup. VANESSA Hey, you want a little rum cake? BARRY I really shouldn’t. VANESSA Have a little rum cake. BARRY No, no, no, I can’t. VANESSA Oh, come on. BARRY You know, I’m trying to lose a couple micrograms here. VANESSA Where? BARRY Well... These stripes don’t help. VANESSA You look great. BARRY I don’t know if you know anything about fashion. Vanessa starts POURING the coffee through an imaginary cup and directly onto the floor. BARRY (CONT'D) Are you alright? VANESSA No. DISSOLVE TO: SEQ. 1300 - “ROOFTOP COFFEE” "Bee Movie" - JS REVISIONS 8/13/07 38. EXT. VANESSA’S ROOF - LATER Barry and Vanessa are drinking coffee on her roof terrace. He is perched on her keychain. BARRY ...He can’t get a taxi. He’s making the tie in the cab, as they’re flying up Madison. So he finally gets there. VANESSA Uh huh? BARRY He runs up the steps into the church, the wedding is on... VANESSA Yeah? BARRY ...and he says, watermelon? I thought you said Guatemalan. VANESSA Uh huh? BARRY Why would I marry a watermelon? Barry laughs. Vanessa doesn’t. VANESSA Oh! Is that, uh, a bee joke? BARRY Yeah, that’s the kind of stuff that we do. VANESSA Yeah, different. A BEAT. VANESSA (CONT’D) So anyway...what are you going to do, Barry? "Bee Movie" - JS REVISIONS 8/13/07 39. BARRY About work? I don’t know. I want to do my part for the hive, but I can’t do it the way they want. VANESSA I know how you feel. BARRY You do? VANESSA Sure, my parents wanted me to be a lawyer or doctor, but I wanted to be a florist. BARRY Really? VANESSA My only interest is flowers. BARRY Our new queen was just elected with that same campaign slogan. VANESSA Oh. BARRY Anyway, see there’s my hive, right there. You can see it. VANESSA Oh, you’re in Sheep Meadow. BARRY (excited) Yes! You know the turtle pond? VANESSA Yes? BARRY I’m right off of that. VANESSA Oh, no way. I know that area. Do you know I lost a toe-ring there once? BARRY Really? "Bee Movie" - JS REVISIONS 8/13/07 40. VANESSA Yes. BARRY Why do girls put rings on their toes? VANESSA Why not? BARRY I don’t know. It’s like putting a hat on your knee. VANESSA Really? Okay. A JANITOR in the background changes a LIGHTBULB. To him, it appears that Vanessa is talking to an imaginary friend. JANITOR You all right, ma’am? VANESSA Oh, yeah, fine. Just having two cups of coffee. BARRY Anyway, this has been great. (wiping his mouth) Thanks for the coffee. Barry gazes at Vanessa. VANESSA Oh yeah, it’s no trouble. BARRY Sorry I couldn’t finish it. Vanessa giggles. BARRY (CONT'D) (re: coffee) If I did, I’d be up the rest of my life. Ummm. Can I take a piece of this with me? VANESSA Sure. Here, have a crumb. She takes a CRUMB from the plate and hands it to Barry. "Bee Movie" - JS REVISIONS 8/13/07 41. BARRY (a little dreamy) Oh, thanks. VANESSA Yeah. There is an awkward pause. BARRY Alright, well then, I guess I’ll see you around, or not, or... VANESSA Okay Barry. BARRY And thank you so much again, for before. VANESSA Oh that? BARRY Yeah. VANESSA Oh, that was nothing. BARRY Well, not nothing, but, anyway... Vanessa extends her hand, and shakes Barry’s gingerly. The Janitor watches. The lightbulb shorts out. The Janitor FALLS. CUT TO: SEQ. 1400 - “HONEX” INT. HONEX BUILDING - NEXT DAY ANGLE ON: A TEST BEE WEARING A PARACHUTE is in a wind tunnel, hovering through increasingly heavy wind. SIGNS UNDER A FLASHING LIGHT READ: “Test In Progress” & “Hurricane Survival Test”. 2 BEES IN A LAB COATS are observing behind glass. "Bee Movie" - JS REVISIONS 8/13/07 42. LAB COAT BEE 1 This can’t possibly work. LAB COAT BEE 2 Well, he’s all set to go, we may as well try it. (into the mic) Okay Dave, pull the chute. The test bee opens his parachute. He’s instantly blown against the rear wall. Adam and Barry ENTER. ADAM Sounds amazing. BARRY Oh, it was amazing. It was the scariest, happiest moment of my life. ADAM Humans! Humans! I can’t believe you were with humans! Giant scary humans! What were they like? BARRY Huge and crazy. They talk crazy, they eat crazy giant things. They drive around real crazy. ADAM And do they try and kill you like on TV? BARRY Some of them. But some of them don’t. ADAM How’d you get back? BARRY Poodle. ADAM Look, you did it. And I’m glad. You saw whatever you wanted to see out there, you had your “experience”, and now you’re back, you can pick out your job, and everything can be normal. "Bee Movie" - JS REVISIONS 8/13/07 43. ANGLE ON: LAB BEES examining a CANDY CORN through a microscope. BARRY Well... ADAM Well? BARRY Well, I met someone. ADAM You met someone? Was she Bee-ish? BARRY Mmm. ADAM Not a WASP? Your parents will kill you. BARRY No, no, no, not a wasp. ADAM Spider? BARRY You know, I’m not attracted to the spiders. I know to everyone else it’s like the hottest thing with the eight legs and all. I can’t get by that face. Barry makes a spider face. ADAM So, who is she? BARRY She’s a human. ADAM Oh no, no, no, no. That didn’t happen. You didn’t do that. That is a bee law. You wouldn’t break a bee law. BARRY Her name’s Vanessa. "Bee Movie" - JS REVISIONS 8/13/07 44. ADAM Oh, oh boy! BARRY She’s so-o nice. And she’s a florist! ADAM Oh, no. No, no, no! You’re dating a human florist? BARRY We’re not dating. ADAM You’re flying outside the hive. You’re talking to human beings that attack our homes with power washers and M-80’s. That’s 1/8 of a stick of dynamite. BARRY She saved my life. And she understands me. ADAM This is over. Barry pulls out the crumb. BARRY Eat this. Barry stuffs the crumb into Adam’s face. ADAM This is not over. What was that? BARRY They call it a crumb. ADAM That was SO STINGING STRIPEY! BARRY And that’s not even what they eat. That just falls off what they eat. Do you know what a Cinnabon is? ADAM No. "Bee Movie" - JS REVISIONS 8/13/07 45. BARRY It’s bread... ADAM Come in here! BARRY and cinnamon, ADAM Be quiet! BARRY and frosting...they heat it up-- ADAM Sit down! INT. ADAM’S OFFICE - CONTINUOUS BARRY Really hot! ADAM Listen to me! We are not them. We’re us. There’s us and there’s them. BARRY Yes, but who can deny the heart that is yearning... Barry rolls his chair down the corridor. ADAM There’s no yearning. Stop yearning. Listen to me. You have got to start thinking bee, my friend. ANOTHER BEE JOINS IN. ANOTHER BEE Thinking bee. WIDER SHOT AS A 3RD BEE ENTERS, popping up over the cubicle wall. 3RD BEE Thinking bee. EVEN WIDER SHOT AS ALL THE BEES JOIN IN. "Bee Movie" - JS REVISIONS 8/13/07 46. OTHER BEES Thinking bee. Thinking bee. Thinking bee. CUT TO: SEQ. 1500 - “POOLSIDE NAGGING” EXT. BACKYARD PARENT’S HOUSE - DAY Barry sits on a RAFT in a hexagon honey pool, legs dangling into the water. Janet Benson and Martin Benson stand over him wearing big, sixties sunglasses and cabana-type outfits. The sun shines brightly behind their heads. JANET BENSON (O.C) There he is. He’s in the pool. MARTIN BENSON You know what your problem is, Barry? BARRY I’ve got to start thinking bee? MARTIN BENSON Barry, how much longer is this going to go on? It’s been three days. I don’t understand why you’re not working. BARRY Well, I’ve got a lot of big life decisions I’m thinking about. MARTIN BENSON What life? You have no life! You have no job! You’re barely a bee! Barry throws his hands in the air. BARRY Augh. JANET BENSON Would it kill you to just make a little honey? Barry ROLLS off the raft and SINKS to the bottom of the pool. We hear his parents’ MUFFLED VOICES from above the surface. "Bee Movie" - JS REVISIONS 8/13/07 47. JANET BENSON (CONT'D) (muffled) Barry, come out from under there. Your father’s talking to you. Martin, would you talk to him? MARTIN BENSON Barry, I’m talking to you. DISSOLVE TO: EXT. PICNIC AREA - DAY MUSIC: “Sugar Sugar” by the Archies. Barry and Vanessa are having a picnic. A MOSQUITO lands on Vanessa’s leg. She SWATS it violently. Barry’s head whips around, aghast. They stare at each other awkwardly in a frozen moment, then BURST INTO HYSTERICAL LAUGHTER. Vanessa GETS UP. VANESSA You coming? BARRY Got everything? VANESSA All set. Vanessa gets into a one-man Ultra Light plane with a black and yellow paint scheme. She puts on her helmet. BARRY You go ahead, I’ll catch up. VANESSA (come hither wink) Don’t be too long. The Ultra Light takes off. Barry catches up. They fly sideby-side. VANESSA (CONT’D) Watch this! Vanessa does a loop, and FLIES right into the side of a mountain, BURSTING into a huge ball of flames. "Bee Movie" - JS REVISIONS 8/13/07 48. BARRY (yelling, anguished) Vanessa! EXT. BARRY’S PARENT’S HOUSE - CONTINUOUS ANGLE ON: Barry’s face bursting through the surface of the pool, GASPING for air, eyes opening in horror. MARTIN BENSON We’re still here, Barry. JANET BENSON I told you not to yell at him. He doesn’t respond when you yell at him. MARTIN BENSON Then why are you yelling at me? JANET BENSON Because you don’t listen. MARTIN BENSON I’m not listening to this. Barry is toweling off, putting on his sweater. BARRY Sorry Mom, I’ve got to go. JANET BENSON Where are you going? BARRY Nowhere. I’m meeting a friend. Barry JUMPS off the balcony and EXITS. JANET BENSON (calling after him) A girl? Is this why you can’t decide? BARRY Bye! JANET BENSON I just hope she’s Bee-ish. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 49. SEQ. 1700 - “STREETWALK/SUPERMARKET” EXT. VANESSA’S FLORIST SHOP - DAY Vanessa FLIPS the sign to say “Sorry We Missed You”, and locks the door. ANGLE ON: A POSTER on Vanessa’s door for the Tournament of Roses Parade in Pasadena. BARRY So they have a huge parade of just flowers every year in Pasadena? VANESSA Oh, to be in the Tournament of Roses, that’s every florist’s dream. Up on a float, surrounded by flowers, crowds cheering. BARRY Wow, a tournament. Do the roses actually compete in athletic events? VANESSA No. Alright, I’ve got one. How come you don’t fly everywhere? BARRY It’s exhausting. Why don’t you run everywhere? VANESSA Hmmm. BARRY Isn’t that faster? VANESSA Yeah, okay. I see, I see. Alright, your turn. Barry and Vanessa walk/fly down a New York side street, no other pedestrians near them. BARRY Ah! Tivo. You can just freeze live TV? That’s insane. "Bee Movie" - JS REVISIONS 8/13/07 50. VANESSA What, you don’t have anything like that? BARRY We have Hivo, but it’s a disease. It’s a horrible, horrible disease. VANESSA Oh my. They turn the corner onto a busier avenue and people start to swat at Barry. MAN Dumb bees! VANESSA You must just want to sting all those jerks. BARRY We really try not to sting. It’s usually fatal for us. VANESSA So you really have to watch your temper? They ENTER a SUPERMARKET. CUT TO: INT. SUPERMARKET BARRY Oh yeah, very carefully. You kick a wall, take a walk, write an angry letter and throw it out. You work through it like any emotion-- anger, jealousy, (under his breath) lust. Barry hops on top of some cardboard boxes in the middle of an aisle. A stock boy, HECTOR, whacks him with a rolled up magazine. VANESSA (to Barry) Oh my goodness. Are you okay? "Bee Movie" - JS REVISIONS 8/13/07 51. BARRY Yeah. Whew! Vanessa WHACKS Hector over the head with the magazine. VANESSA (to Hector) What is wrong with you?! HECTOR It’s a bug. VANESSA Well he’s not bothering anybody. Get out of here, you creep. Vanessa pushes him, and Hector EXITS, muttering. BARRY (shaking it off) What was that, a Pick and Save circular? VANESSA Yeah, it was. How did you know? BARRY It felt like about ten pages. Seventy-five’s pretty much our limit. VANESSA Boy, you’ve really got that down to a science. BARRY Oh, we have to. I lost a cousin to Italian Vogue. VANESSA I’ll bet. Barry stops, sees the wall of honey jars. BARRY What, in the name of Mighty Hercules, is this? How did this get here? Cute Bee? Golden Blossom? Ray Liotta Private Select? VANESSA Is he that actor? "Bee Movie" - JS REVISIONS 8/13/07 52. BARRY I never heard of him. Why is this here? VANESSA For people. We eat it. BARRY Why? (gesturing around the market) You don’t have enough food of your own? VANESSA Well yes, we-- BARRY How do you even get it? VANESSA Well, bees make it... BARRY I know who makes it! And it’s hard to make it! There’s Heating and Cooling, and Stirring...you need a whole Krelman thing. VANESSA It’s organic. BARRY It’s our-ganic! VANESSA It’s just honey, Barry. BARRY Just...what?! Bees don’t know about this. This is stealing. A lot of stealing! You’ve taken our homes, our schools, our hospitals. This is all we have. And it’s on sale? I’m going to get to the bottom of this. I’m going to get to the bottom of all of this! He RIPS the label off the Ray Liotta Private Select. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 53. SEQ. 1800 - “WINDSHIELD” EXT. BACK OF SUPERMARKET LOADING DOCK - LATER THAT DAY Barry disguises himself by blacking out his yellow lines with a MAGIC MARKER and putting on some war paint. He sees Hector, the stock boy, with a knife CUTTING open cardboard boxes filled with honey jars. MAN You almost done? HECTOR Almost. Barry steps in some honey, making a SNAPPING noise. Hector stops and turns. HECTOR (CONT’D) He is here. I sense it. Hector grabs his BOX CUTTER. Barry REACTS, hides himself behind the box again. HECTOR (CONT’D) (talking too loud, to no one in particular) Well, I guess I’ll go home now, and just leave this nice honey out, with no one around. A BEAT. Hector pretends to exit. He takes a couple of steps in place. ANGLE ON: The honey jar. Barry steps out into a moody spotlight. BARRY You’re busted, box boy! HECTOR Ah ha! I knew I heard something. So, you can talk. Barry flies up, stinger out, pushing Hector up against the wall. As Hector backs up, he drops his knife. BARRY Oh, I can talk. And now you’re going to start talking. "Bee Movie" - JS REVISIONS 8/13/07 54. Where are you getting all the sweet stuff? Who’s your supplier?! HECTOR I don’t know what you’re talking about. I thought we were all friends. The last thing we want to do is upset any of you...bees! Hector grabs a PUSHPIN. Barry fences with his stinger. HECTOR (CONT’D) You’re too late. It’s ours now! BARRY You, sir, have crossed the wrong sword. HECTOR You, sir, are about to be lunch for my iguana, Ignacio! Barry and Hector get into a cross-swords, nose-to-nose confrontation. BARRY Where is the honey coming from? Barry knocks the pushpin out of his hand. Barry puts his stinger up to Hector’s nose. BARRY (CONT'D) Tell me where?! HECTOR (pointing to a truck) Honey Farms. It comes from Honey Farms. ANGLE ON: A Honey Farms truck leaving the parking lot. Barry turns, takes off after the truck through an alley. He follows the truck out onto a busy street, dodging a bus, and several cabs. CABBIE Crazy person! He flies through a metal pipe on the top of a truck. BARRY OOOHHH! "Bee Movie" - JS REVISIONS 8/13/07 55. BARRY (CONT'D) Barry grabs onto a bicycle messenger’s backpack. The honey farms truck starts to pull away. Barry uses the bungee cord to slingshot himself towards the truck. He lands on the windshield, where the wind plasters him to the glass. He looks up to find himself surrounded by what appear to be DEAD BUGS. He climbs across, working his way around the bodies. BARRY (CONT’D) Oh my. What horrible thing has happened here? Look at these faces. They never knew what hit them. And now they’re on the road to nowhere. A MOSQUITO opens his eyes. MOOSEBLOOD Pssst! Just keep still. BARRY What? You’re not dead? MOOSEBLOOD Do I look dead? Hey man, they will wipe anything that moves. Now, where are you headed? BARRY To Honey Farms. I am onto something huge here. MOOSEBLOOD I’m going to Alaska. Moose blood. Crazy stuff. Blows your head off. LADYBUG I’m going to Tacoma. BARRY (to fly) What about you? MOOSEBLOOD He really is dead. BARRY Alright. The WIPER comes towards them. "Bee Movie" - JS REVISIONS 8/13/07 56. MOOSEBLOOD Uh oh. BARRY What is that? MOOSEBLOOD Oh no! It’s a wiper, triple blade! BARRY Triple blade? MOOSEBLOOD Jump on. It’s your only chance, bee. They hang on as the wiper goes back and forth. MOOSEBLOOD (CONT'D) (yelling to the truck driver through the glass) Why does everything have to be so dog-gone clean?! How much do you people need to see? Open your eyes! Stick your head out the window! CUT TO: INT. TRUCK CAB SFX: Radio. RADIO VOICE For NPR News in Washington, I’m Carl Kasell. EXT. TRUCK WINDSHIELD MOOSEBLOOD But don’t kill no more bugs! The Mosquito is FLUNG off of the wiper. MOOSEBLOOD (CONT'D) Beeeeeeeeeeeeee! BARRY Moose blood guy! "Bee Movie" - JS REVISIONS 8/13/07 57. Barry slides toward the end of the wiper, is thrown off, but he grabs the AERIAL and hangs on for dear life. Barry looks across and sees a CRICKET on another vehicle in the exact same predicament. They look at each other and SCREAM in unison. BARRY AND CRICKET Aaaaaaaaaah! ANOTHER BUG grabs onto the aerial, and screams as well. INT. TRUCK CAB - SAME TIME DRIVER You hear something? TRUCKER PASSENGER Like what? DRIVER Like tiny screaming. TRUCKER PASSENGER Turn off the radio. The driver reaches down and PRESSES a button, lowering the aerial. EXT. TRUCK WINDSHIELD - SAME TIME Barry and the other bug do a “choose up” to the bottom, Barry wins. BARRY Aha! Then he finally has to let go and gets thrown into the truck horn atop cab. Mooseblood is inside. MOOSEBLOOD Hey, what’s up bee boy? BARRY Hey, Blood! DISSOLVE TO: "Bee Movie" - JS REVISIONS 8/13/07 58. INT. TRUCK HORN - LATER BARRY ...and it was just an endless row of honey jars as far as the eye could see. MOOSEBLOOD Wow. BARRY So I’m just assuming wherever this honey truck goes, that’s where they’re getting it. I mean, that honey’s ours! MOOSEBLOOD Bees hang tight. BARRY Well, we’re all jammed in there. It’s a close community. MOOSEBLOOD Not us, man. We’re on our own. Every mosquito is on his own. BARRY But what if you get in trouble? MOOSEBLOOD Trouble? You're a mosquito. You're in trouble! Nobody likes us. They’re just all smacking. People see a mosquito, smack, smack! BARRY At least you’re out in the world. You must meet a lot of girls. MOOSEBLOOD Mosquito girls try to trade up; get with a moth, dragonfly...mosquito girl don’t want no mosquito. A BLOOD MOBILE pulls up alongside. MOOSEBLOOD (CONT'D) Whoa, you have got to be kidding me. Mooseblood’s about to leave the building. So long bee. "Bee Movie" - JS REVISIONS 8/13/07 59. Mooseblood EXITS the horn, and jumps onto the blood mobile. MOOSEBLOOD (CONT'D) Hey guys. I knew I’d catch you all down here. Did you bring your crazy straws? CUT TO: SEQ. 1900 - “THE APIARY” EXT. APIARY - LATER Barry sees a SIGN, “Honey Farms” The truck comes to a stop. SFX: The Honey farms truck blares its horn. Barry flies out, lands on the hood. ANGLE ON: Two BEEKEEPERS, FREDDY and ELMO, walking around to the back of the gift shop. Barry follows them, and lands in a nearby tree FREDDY ...then we throw it in some jars, slap a label on it, and it’s pretty much pure profit. BARRY What is this place? ELMO Bees got a brain the size of a pinhead. FREDDY They are pinheads. The both LAUGH. ANGLE ON: Barry REACTING. They arrive at the back of the shop where one of them opens a SMOKER BOX. FREDDY (CONT’D) Hey, check out the new smoker. "Bee Movie" - JS REVISIONS 8/13/07 60. ELMO Oh, Sweet. That’s the one you want. FREDDY The Thomas 3000. BARRY Smoker? FREDDY 90 puffs a minute, semi-automatic. Twice the nicotine, all the tar. They LAUGH again, nefariously. FREDDY (CONT’D) Couple of breaths of this, and it knocks them right out. They make the honey, and we make the money. BARRY “They make the honey, and we make the money?” Barry climbs onto the netting of Freddy’s hat. He climbs up to the brim and looks over the edge. He sees the apiary boxes as Freddy SMOKES them. BARRY (CONT'D) Oh my. As Freddy turns around, Barry jumps into an open apiary box, and into an apartment. HOWARD and FRAN are just coming to from the smoking. BARRY (CONT’D) What’s going on? Are you okay? HOWARD Yeah, it doesn’t last too long. HE COUGHS a few times. BARRY How did you two get here? Do you know you’re in a fake hive with fake walls? HOWARD (pointing to a picture on the wall) "Bee Movie" - JS REVISIONS 8/13/07 61. Our queen was moved here, we had no choice. BARRY (looking at a picture on the wall) This is your queen? That’s a man in women’s clothes. That’s a dragqueen! The other wall opens. Barry sees the hundreds of apiary boxes. BARRY (CONT'D) What is this? Barry pulls out his camera, and starts snapping. BARRY (CONT’D) Oh no. There’s hundreds of them. (V.O, as Barry takes pictures) Bee honey, our honey, is being brazenly stolen on a massive scale. CUT TO: SEQ. 2100 - “BARRY TELLS FAMILY” INT. BARRY’S PARENT’S HOUSE - LIVING ROOM - LATER Barry has assembled his parents, Adam, and Uncle Carl. BARRY This is worse than anything the bears have done to us. And I intend to do something about it. JANET BENSON Oh Barry, stop. MARTIN BENSON Who told you that humans are taking our honey? That’s just a rumor. BARRY Do these look like rumors? Barry throws the PICTURES on the table. Uncle Carl, cleaning his glasses with his shirt tail, digs through a bowl of nuts with his finger. "Bee Movie" - JS REVISIONS 8/13/07 62. HOWARD (CONT'D) UNCLE CARL That’s a conspiracy theory. These are obviously doctored photos. JANET BENSON Barry, how did you get mixed up in all this? ADAM (jumping up) Because he’s been talking to humans! JANET BENSON Whaaat? MARTIN BENSON Talking to humans?! Oh Barry. ADAM He has a human girlfriend and they make out! JANET BENSON Make out? Barry? BARRY We do not. ADAM You wish you could. BARRY Who’s side are you on? ADAM The bees! Uncle Carl stands up and pulls his pants up to his chest. UNCLE CARL I dated a cricket once in San Antonio. Man, those crazy legs kept me up all night. Hotcheewah! JANET BENSON Barry, this is what you want to do with your life? BARRY This is what I want to do for all our lives. Nobody works harder than bees. "Bee Movie" - JS REVISIONS 8/13/07 63. Dad, I remember you coming home some nights so overworked, your hands were still stirring. You couldn’t stop them. MARTIN BENSON Ehhh... JANET BENSON (to Martin) I remember that. BARRY What right do they have to our hardearned honey? We’re living on two cups a year. They’re putting it in lip balm for no reason what-soever. MARTIN BENSON Even if it’s true, Barry, what could one bee do? BARRY I’m going to sting them where it really hurts. MARTIN BENSON In the face? BARRY No. MARTIN BENSON In the eye? That would really hurt. BARRY No. MARTIN BENSON Up the nose? That’s a killer. BARRY No. There’s only one place you can sting the humans. One place where it really matters. CUT TO: SEQ. 2300 - “HIVE AT 5 NEWS/BEE LARRY KING” "Bee Movie" - JS REVISIONS 8/13/07 64. BARRY (CONT'D) INT. NEWS STUDIO - DAY DRAMATIC NEWS MUSIC plays as the opening news sequence rolls. We see the “Hive at Five” logo, followed by shots of past news events: A BEE freeway chase, a BEE BEARD protest rally, and a BEAR pawing at the hive as the BEES flee in panic. BOB BUMBLE (V.O.) Hive at Five, the hive’s only full hour action news source... SHOTS of NEWSCASTERS flash up on screen. BOB BUMBLE (V.O.) (CONT'D) With Bob Bumble at the anchor desk... BOB has a big shock of anchorman hair, gray temples and overly white teeth. BOB BUMBLE (V.O.) (CONT'D) ...weather with Storm Stinger, sports with Buzz Larvi, and Jeanette Chung. JEANETTE is an Asian bee. BOB BUMBLE (CONT'D) Good evening, I’m Bob Bumble. JEANETTE CHUNG And I’m Jeanette Chung. BOB BUMBLE Our top story, a tri-county bee, Barry Benson... INSERT: Barry’s graduation picture. BOB BUMBLE (CONT'D) ...is saying he intends to sue the human race for stealing our honey, packaging it, and profiting from it illegally. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 65. INT. BEENN STUDIO - BEE LARRY KING LIVE BEE LARRY KING, wearing suspenders and glasses, is interviewing Barry. A LOWER-THIRD CHYRON reads: “Bee Larry King Live.” BEE LARRY KING Don’t forget, tomorrow night on Bee Larry King, we are going to have three former Queens all right here in our studio discussing their new book, “Classy Ladies,” out this week on Hexagon. (to Barry) Tonight, we’re talking to Barry Benson. Did you ever think, I’m just a kid from the hive, I can’t do this? BARRY Larry, bees have never been afraid to change the world. I mean, what about Bee-Columbus? Bee-Ghandi? Be-geesus? BEE LARRY KING Well, where I’m from you wouldn’t think of suing humans. We were thinking more like stick ball, candy stores. BARRY How old are you? BEE LARRY KING I want you to know that the entire bee community is supporting you in this case, which is certain to be the trial of the bee century. BARRY Thank you, Larry. You know, they have a Larry King in the human world, too. BEE LARRY KING It’s a common name. Next week on Bee Larry King... "Bee Movie" - JS REVISIONS 8/13/07 66. BARRY No, I mean he looks like you. And he has a show with suspenders and different colored dots behind him. BEE LARRY KING Next week on Bee Larry King... BARRY Old guy glasses, and there’s quotes along the bottom from the guest you’re watching even though you just heard them... BEE LARRY KING Bear week next week! They’re scary, they’re hairy, and they’re here live. Bee Larry King EXITS. BARRY Always leans forward, pointy shoulders, squinty eyes... (lights go out) Very Jewish. CUT TO: SEQ. 2400 - “FLOWER SHOP” INT. VANESSA’S FLOWER SHOP - NIGHT Stacks of law books are piled up, legal forms, etc. Vanessa is talking with Ken in the other room. KEN Look, in tennis, you attack at the point of weakness. VANESSA But it was my grandmother, Ken. She’s 81. KEN Honey, her backhand’s a joke. I’m not going to take advantage of that? "Bee Movie" - JS REVISIONS 8/13/07 67. BARRY (O.C) Quiet please. Actual work going on here. KEN Is that that same bee? BARRY (O.C) Yes it is. VANESSA I’m helping him sue the human race. KEN What? Barry ENTERS. BARRY Oh, hello. KEN Hello Bee. Barry flies over to Vanessa. VANESSA This is Ken. BARRY Yeah, I remember you. Timberland, size 10 1/2, Vibram sole I believe. KEN Why does he talk again, Hun? VANESSA (to Ken, sensing the tension) Listen, you’d better go because we’re really busy working. KEN But it’s our yogurt night. VANESSA (pushing him out the door) Oh...bye bye. She CLOSES the door. KEN Why is yogurt night so difficult?! "Bee Movie" - JS REVISIONS 8/13/07 68. Vanessa ENTERS the back room carrying coffee. VANESSA Oh you poor thing, you two have been at this for hours. BARRY Yes, and Adam here has been a huge help. ANGLE ON: A EMPTY CINNABON BOX with Adam asleep inside, covered in frosting. VANESSA How many sugars? BARRY Just one. I try not to use the competition. So, why are you helping me, anyway? VANESSA Bees have good qualities. BARRY (rowing on the sugar cube like a gondola) Si, Certo. VANESSA And it feels good to take my mind off the shop. I don’t know why, instead of flowers, people are giving balloon bouquets now. BARRY Yeah, those are great...if you’re 3. VANESSA And artificial flowers. BARRY (re: plastic flowers) Oh, they just get me psychotic! VANESSA Yeah, me too. BARRY The bent stingers, the pointless pollination. "Bee Movie" - JS REVISIONS 8/13/07 69. VANESSA Bees must hate those fake plastic things. BARRY There’s nothing worse than a daffodil that’s had work done. VANESSA (holding up the lawsuit documents) Well, maybe this can make up for it a little bit. CUT TO: EXT. VANESSA’S FLORIST SHOP They EXIT the store, and cross to the mailbox. VANESSA You know Barry, this lawsuit is a pretty big deal. BARRY I guess. VANESSA Are you sure that you want to go through with it? BARRY Am I sure? (kicking the envelope into the mailbox) When I’m done with the humans, they won’t be able to say, “Honey, I’m home,” without paying a royalty. CUT TO: SEQ. 2700 - “MEET MONTGOMERY” EXT. MANHATTAN COURTHOUSE - DAY P.O.V SHOT - A camera feed turns on, revealing a newsperson. "Bee Movie" - JS REVISIONS 8/13/07 70. PRESS PERSON #2 (talking to camera) Sarah, it’s an incredible scene here in downtown Manhattan where all eyes and ears of the world are anxiously waiting, because for the first time in history, we’re going to hear for ourselves if a honey bee can actually speak. ANGLE ON: Barry, Vanessa, and Adam getting out of the cab. The press spots Barry and Vanessa and pushes in. Adam sits on Vanessa’s shoulder. INT. COURTHOUSE - CONTINUOUS Barry, Vanessa, and Adam sit at the Plaintiff’s Table. VANESSA (turns to Barry) What have we gotten into here, Barry? BARRY I don’t know, but it’s pretty big, isn’t it? ADAM I can’t believe how many humans don’t have to be at work during the day. BARRY Hey, you think these billion dollar multinational food companies have good lawyers? CUT TO: EXT. COURTHOUSE STEPS - CONTINUOUS A BIG BLACK CAR pulls up. ANGLE ON: the grill filling the frame. We see the “L.T.M” monogram on the hood ornament. The defense lawyer, LAYTON T. MONTGOMERY comes out, squashing a bug on the pavement. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 71. INT. COURTHOUSE - CONTINUOUS Barry SHUDDERS. VANESSA What’s the matter? BARRY I don’t know. I just got a chill. Montgomery ENTERS. He walks by Barry’s table shaking a honey packet. MONTGOMERY Well, if it isn’t the B-Team. (re: the honey packet) Any of you boys work on this? He CHUCKLES. The JUDGE ENTERS. SEQ. 3000 - “WITNESSES” BAILIFF All rise! The Honorable Judge Bumbleton presiding. JUDGE (shuffling papers) Alright...Case number 4475, Superior Court of New York. Barry Bee Benson vs. the honey industry, is now in session. Mr. Montgomery, you are representing the five major food companies, collectively. ANGLE ON: Montgomery’s BRIEFCASE. It has an embossed emblem of an EAGLE, holding a gavel in one talon and a briefcase in the other. MONTGOMERY A privilege. JUDGE Mr. Benson. Barry STANDS. JUDGE (CONT’D) You are representing all bees of the world? "Bee Movie" - JS REVISIONS 8/13/07 72. Montgomery, the stenographer, and the jury lean in. CUT TO: EXT. COURTHOUSE - CONTINUOUS The spectators outside freeze. The helicopters angle forward to listen closely. CUT TO: INT. COURTHOUSE BARRY Bzzz bzzz bzzz...Ahh, I’m kidding, I’m kidding. Yes, your honor. We are ready to proceed. ANGLE ON: Courtroom hub-bub. JUDGE And Mr. Montgomery, your opening statement, please. Montgomery rises. MONTGOMERY (grumbles, clears his throat) Ladies and gentlemen of the jury. My grandmother was a simple woman. Born on a farm, she believed it was man's divine right to benefit from the bounty of nature God put before us. If we were to live in the topsy-turvy world Mr. Benson imagines, just think of what it would mean. Maybe I would have to negotiate with the silk worm for the elastic in my britches. Talking bee. How do we know this isn’t some sort of holographic motion picture capture Hollywood wizardry? They could be using laser beams, robotics, ventriloquism, cloning...for all we know he could be on steroids! Montgomery leers at Barry, who moves to the stand. "Bee Movie" - JS REVISIONS 8/13/07 73. JUDGE Mr. Benson? Barry makes his opening statement. BARRY Ladies and Gentlemen of the jury, there’s no trickery here. I’m just an ordinary bee. And as a bee, honey’s pretty important to me. It’s important to all bees. We invented it, we make it, and we protect it with our lives. Unfortunately, there are some people in this room who think they can take whatever they want from us cause we’re the little guys. And what I’m hoping is that after this is all over, you’ll see how by taking our honey, you’re not only taking away everything we have, but everything we are. ANGLE ON: Vanessa smiling. ANGLE ON: The BEE GALLERY wiping tears away. CUT TO: INT. BENSON HOUSE Barry’s family is watching the case on TV. JANET BENSON Oh, I wish he would dress like that all the time. So nice... CUT TO: INT. COURTROOM - LATER JUDGE Call your first witness. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 74. INT. COURTHOUSE - LATER BARRY So, Mr. Klauss Vanderhayden of Honey Farms. Pretty big company you have there? MR. VANDERHAYDEN I suppose so. BARRY And I see you also own HoneyBurton, and Hon-Ron. MR. VANDERHAYDEN Yes. They provide beekeepers for our farms. BARRY Beekeeper. I find that to be a very disturbing term, I have to say. I don’t imagine you employ any bee free-ers, do you? MR. VANDERHAYDEN No. BARRY I’m sorry. I couldn’t hear you. MR. VANDERHAYDEN (louder) No. BARRY No. Because you don’t free bees. You keep bees. And not only that, it seems you thought a bear would be an appropriate image for a jar of honey? MR. VANDERHAYDEN Well, they’re very lovable creatures. Yogi-bear, Fozzy-bear, Build-a-bear. BARRY Yeah, you mean like this?! Vanessa and the SUPERINTENDANT from her building ENTER with a GIANT FEROCIOUS GRIZZLY BEAR. He has a neck collar and chains extending from either side. "Bee Movie" - JS REVISIONS 8/13/07 75. By pulling the chains, they bring him directly in front of Vanderhayden. The bear LUNGES and ROARS. BARRY (CONT'D) Bears kill bees! How would you like his big hairy head crashing into your living room? Biting into your couch, spitting out your throwpillows...rowr, rowr! The bear REACTS. BEAR Rowr!! BARRY Okay, that’s enough. Take him away. Vanessa and the Superintendant pull the bear out of the courtroom. Vanderhayden TREMBLES. The judge GLARES at him. CUT TO: INT. COURTROOM- A LITTLE LATER Barry questions STING. BARRY So, Mr. Sting. Thank you for being here. Your name intrigues me, I have to say. Where have I heard it before? STING I was with a band called "The Police". BARRY But you've never been a police officer of any kind, have you? STING No, I haven't. "Bee Movie" - JS REVISIONS 8/13/07 76. BARRY No, you haven’t. And so, here we have yet another example of bee culture being casually stolen by a human for nothing more than a prance-about stage name. STING Oh please. BARRY Have you ever been stung, Mr. Sting? Because I'm feeling a little stung, Sting. Or should I say, (looking in folder) Mr. Gordon M. Sumner? The jury GASPS. MONTGOMERY (to his aides) That’s not his real name? You idiots! CUT TO: INT. COURTHOUSE- LATER BARRY Mr. Liotta, first may I offer my belated congratulations on your Emmy win for a guest spot on E.R. in 2005. LIOTTA Thank you. Thank you. Liotta LAUGHS MANIACALLY. BARRY I also see from your resume that you’re devilishly handsome, but with a churning inner turmoil that’s always ready to blow. LIOTTA I enjoy what I do. Is that a crime? "Bee Movie" - JS REVISIONS 8/13/07 77. BARRY Not yet it isn’t. But is this what it’s come to for you, Mr. Liotta? Exploiting tiny helpless bees so you don’t have to rehearse your part, and learn your lines, Sir? LIOTTA Watch it Benson, I could blow right now. BARRY This isn’t a goodfella. This is a badfella! LIOTTA (exploding, trying to smash Barry with the Emmy) Why doesn’t someone just step on this little creep and we can all go home? You’re all thinking it. Say it! JUDGE Order! Order in this courtroom! A MONTAGE OF NEWSPAPER HEADLINES FOLLOWS: NEW YORK POST: “Bees to Humans: Buzz Off”. NEW YORK TELEGRAM: “Sue Bee”. DAILY VARIETY: “Studio Dumps Liotta Project. Slams Door on Unlawful Entry 2.” CUT TO: SEQ. 3175 - “CANDLELIGHT DINNER” INT. VANESSA’S APARTMENT Barry and Vanessa are having a candle light dinner. Visible behind Barry is a “LITTLE MISSY” SET BOX, with the flaps open. BARRY Well, I just think that was awfully nice of that bear to pitch in like that. "Bee Movie" - JS REVISIONS 8/13/07 78. VANESSA I’m telling you, I think the jury’s on our side. BARRY Are we doing everything right...you know, legally? VANESSA I’m a florist. BARRY Right, right. Barry raises his glass. BARRY (CONT’D) Well, here’s to a great team. VANESSA To a great team. They toast. Ken ENTERS KEN Well hello. VANESSA Oh...Ken. BARRY Hello. VANESSA I didn’t think you were coming. KEN No, I was just late. I tried to call. But, (holding his cell phone) the battery... VANESSA I didn’t want all this to go to waste, so I called Barry. Luckily he was free. BARRY Yeah. KEN (gritting his teeth) Oh, that was lucky. "Bee Movie" - JS REVISIONS 8/13/07 79. VANESSA Well, there’s still a little left. I could heat it up. KEN Yeah, heat it up. Sure, whatever. Vanessa EXITS. Ken and Barry look at each other as Barry eats. BARRY So, I hear you’re quite a tennis player. I’m not much for the game myself. I find the ball a little grabby. KEN That’s where I usually sit. Right there. VANESSA (O.C) Ken, Barry was looking at your resume, and he agreed with me that “eating with chopsticks” isn’t really a special skill. KEN (to Barry) You think I don’t see what you’re doing? BARRY Hey look, I know how hard it is trying to find the right job. We certainly have that in common. KEN Do we? BARRY Well, bees have 100% employment, of course. But we do jobs like taking the crud out. KEN That’s just what I was thinking about doing. Ken holds his table knife up. It slips out of his hand. He goes under the table to pick it up. "Bee Movie" - JS REVISIONS 8/13/07 80. VANESSA Ken, I let Barry borrow your razor for his fuzz. I hope that was alright. Ken hits his head on the table. BARRY I’m going to go drain the old stinger. KEN Yeah, you do that. Barry EXITS to the bathroom, grabbing a small piece of a VARIETY MAGAZINE on the way. BARRY Oh, look at that. Ken slams the champagne down on the table. Ken closes his eyes and buries his face in his hands. He grabs a magazine on the way into the bathroom. SEQ. 2800 - “BARRY FIGHTS KEN” INT. BATHROOM - CONTINUOUS Ken ENTERS, closes the door behind him. He’s not happy. Barry is washing his hands. He glances back at Ken. KEN You know, I’ve just about had it with your little mind games. BARRY What’s that? KEN Italian Vogue. BARRY Mamma Mia, that’s a lot of pages. KEN It’s a lot of ads. BARRY Remember what Van said. Why is your life any more valuable than mine? "Bee Movie" - JS REVISIONS 8/13/07 81. KEN It’s funny, I just can’t seem to recall that! Ken WHACKS at Barry with the magazine. He misses and KNOCKS EVERYTHING OFF THE VANITY. Ken grabs a can of AIR FRESHENER. KEN (CONT'D) I think something stinks in here. He sprays at Barry. BARRY I love the smell of flowers. KEN Yeah? How do you like the smell of flames? Ken lights the stream. BARRY Not as much. Barry flies in a circle. Ken, trying to stay with him, spins in place. ANGLE ON: Flames outside the bathroom door. Ken slips on the Italian Vogue, falls backward into the shower, pulling down the shower curtain. The can hits him in the head, followed by the shower curtain rod, and the rubber duck. Ken reaches back, grabs the handheld shower head. He whips around, looking for Barry. ANGLE ON: A WATERBUG near the drain. WATERBUG Waterbug. Not taking sides. Barry is on the toilet tank. He comes out from behind a shampoo bottle, wearing a chapstick cap as a helmet. BARRY Ken, look at me! I’m wearing a chapstick hat. This is pathetic. ANGLE ON: Ken turning the hand shower nozzle from “GENTLE”, to “TURBO”, to “LETHAL”. "Bee Movie" - JS REVISIONS 8/13/07 82. KEN I’ve got issues! Ken fires the water at Barry, knocking him into the toilet. The items from the vanity (emory board, lipstick, eye curler, etc.) are on the toilet seat. Ken looks down at Barry. KEN (CONT'D) Well well well, a royal flush. BARRY You’re bluffing. KEN Am I? Ken flushes the toilet. Barry grabs the Emory board and uses it to surf. He puts his hand in the water while he’s surfing. Some water splashes on Ken. BARRY Surf’s up, dude! KEN Awww, poo water! He does some skate board-style half-pipe riding. Barry surfs out of the toilet. BARRY That bowl is gnarly. Ken tries to get a shot at him with the toilet brush. KEN Except for those dirty yellow rings. Vanessa ENTERS. VANESSA Kenneth! What are you doing? KEN You know what? I don’t even like honey! I don’t eat it! VANESSA We need to talk! "Bee Movie" - JS REVISIONS 8/13/07 83. She pulls Ken out by his ear. Ken glares at Barry. CUT TO: INT. HALLWAY - CONTINUOUS VANESSA He’s just a little bee. And he happens to be the nicest bee I’ve met in a long time. KEN Long time? What are you talking about? Are there other bugs in your life? VANESSA No, but there are other things bugging me in life. And you’re one of them! KEN Fine! Talking bees, no yogurt night...my nerves are fried from riding on this emotional rollercoaster. VANESSA Goodbye, Ken. KEN Augh! VANESSA Whew! Ken EXITS, then re-enters frame. KEN And for your information, I prefer sugar-free, artificial sweeteners, made by man! He EXITS again. The DOOR SLAMS behind him. VANESSA (to Barry) I’m sorry about all that. Ken RE-ENTERS. "Bee Movie" - JS REVISIONS 8/13/07 84. KEN I know it’s got an aftertaste! I like it! BARRY (re: Ken) I always felt there was some kind of barrier between Ken and me. (puts his hands in his pockets) I couldn’t overcome it. Oh well. VANESSA Are you going to be okay for the trial tomorrow? BARRY Oh, I believe Mr. Montgomery is about out of ideas. CUT TO: SEQ. 3300 - “ADAM STINGS MONTY” INT. COURTROOM - NEXT DAY ANGLE ON: Medium shot of Montgomery standing at his table. MONTGOMERY We would like to call Mr. Barry Benson Bee to the stand. ADAM (whispering to Vanessa) Now that’s a good idea. (to Barry) You can really see why he’s considered one of the very best lawyers-- Oh. Barry rolls his eyes. He gets up, takes the stand. A juror in a striped shirt APPLAUDS. MR. GAMMIL (whispering) Layton, you’ve got to weave some magic with this jury, or it’s going to be all over. Montgomery is holding a BOOK, “The Secret Life of Bees”. "Bee Movie" - JS REVISIONS 8/13/07 85. MONTGOMERY (confidently whispering) Oh, don’t worry Mr. Gammil. The only thing I have to do to turn this jury around is to remind them of what they don’t like about bees. (to Gammil) You got the tweezers? Mr. Gammil NODS, and pats his breast pocket. MR. GAMMIL Are you allergic? MONTGOMERY Only to losing, son. Only to losing. Montgomery approaches the stand. MONTGOMERY (CONT’D) Mr. Benson Bee. I’ll ask you what I think we’d all like to know. What exactly is your relationship to that woman? Montgomery points to Vanessa. BARRY We’re friends. MONTGOMERY Good friends? BARRY Yes. MONTGOMERY (softly in Barry’s face) How good? BARRY What? MONTGOMERY Do you live together? BARRY Wait a minute, this isn’t about-- "Bee Movie" - JS REVISIONS 8/13/07 86. MONTGOMERY Are you her little... (clearing throat) ... bed bug? BARRY (flustered) Hey, that’s not the kind of-- MONTGOMERY I’ve seen a bee documentary or two. Now, from what I understand, doesn’t your Queen give birth to all the bee children in the hive? BARRY Yeah, but-- MONTGOMERY So those aren’t even your real parents! ANGLE ON: Barry’s parents. MARTIN BENSON Oh, Barry. BARRY Yes they are! ADAM Hold me back! Vanessa holds him back with a COFFEE STIRRER. Montgomery points to Barry’s parents. MONTGOMERY You’re an illegitimate bee, aren’t you Benson? ADAM He’s denouncing bees! All the bees in the courtroom start to HUM. They’re agitated. MONTGOMERY And don’t y’all date your cousins? "Bee Movie" - JS REVISIONS 8/13/07 87. VANESSA (standing, letting go of Adam) Objection! Adam explodes from the table and flies towards Montgomery. ADAM I’m going to pin cushion this guy! Montgomery turns around and positions himself by the judge’s bench. He sticks his butt out. Montgomery winks at his team. BARRY Adam, don’t! It’s what he wants! Adam shoves Barry out of the way. Adam STINGS Montgomery in the butt. The jury REACTS, aghast. MONTGOMERY Ow! I’m hit! Oh, lordy, I am hit! The judge BANGS her gavel. JUDGE Order! Order! Please, Mr. Montgomery. MONTGOMERY The venom! The venom is coursing through my veins! I have been felled by a wing-ed beast of destruction. You see? You can’t treat them like equals. They’re strip-ed savages! Stinging’s the only thing they know! It’s their way! ANGLE ON: Adam, collapsed on the floor. Barry rushes to his side. BARRY Adam, stay with me. ADAM I can’t feel my legs. Montgomery falls on the Bailiff. BAILIFF Take it easy. "Bee Movie" - JS REVISIONS 8/13/07 88. MONTGOMERY Oh, what angel of mercy will come forward to suck the poison from my heaving buttocks? The JURY recoils. JUDGE Please, I will have order in this court. Order! Order, please! FADE TO: SEQ. 3400 - “ADAM AT HOSPITAL” INT. HOSPITAL - STREET LEVEL ROOM - DAY PRESS PERSON #1 (V.O) The case of the honey bees versus the human race took a pointed turn against the bees yesterday, when one of their legal team stung Layton T. Montgomery. Now here’s Don with the 5-day. A NURSE lets Barry into the room. Barry CARRIES a FLOWER. BARRY Thank you. Barry stands over Adam, in a bed. Barry lays the flower down next to him. The TV is on. BARRY (CONT'D) Hey buddy. ADAM Hey. BARRY Is there much pain? Adam has a BEE-SIZED PAINKILLER HONEY BUTTON near his head that he presses. ADAM (pressing the button) Yeah...I blew the whole case, didn’t I? "Bee Movie" - JS REVISIONS 8/13/07 89. BARRY Oh, it doesn’t matter. The important thing is you’re alive. You could have died. ADAM I’d be better off dead. Look at me. Adam THROWS the blanket off his lap, revealing a GREEN SANDWICH SWORD STINGER. ADAM (CONT’D) (voice cracking) They got it from the cafeteria, they got it from downstairs. In a tuna sandwich. Look, there’s a little celery still on it. BARRY What was it like to sting someone? ADAM I can’t explain it. It was all adrenaline...and then...ecstasy. Barry looks at Adam. BARRY Alright. ADAM You think that was all a trap? BARRY Of course. I’m sorry. I flew us right into this. What were we thinking? Look at us, we’re just a couple of bugs in this world. ADAM What do you think the humans will do to us if they win? BARRY I don’t know. ADAM I hear they put the roaches in motels. That doesn’t sound so bad. "Bee Movie" - JS REVISIONS 8/13/07 90. BARRY Adam, they check in, but they don’t check out. Adam GULPS. ADAM Oh my. ANGLE ON: the hospital window. We see THREE PEOPLE smoking outside on the sidewalk. The smoke drifts in. Adam COUGHS. ADAM (CONT’D) Say, could you get a nurse to close that window? BARRY Why? ADAM The smoke. Bees don’t smoke. BARRY Right. Bees don’t smoke. Bees don’t smoke! But some bees are smoking. Adam, that’s it! That’s our case. Adam starts putting his clothes on. ADAM It is? It’s not over? BARRY No. Get up. Get dressed. I’ve got to go somewhere. You get back the court and stall. Stall anyway you can. CUT TO: SEQ. 3500 - “SMOKING GUN” INT. COURTROOM - THE NEXT DAY Adam is folding a piece of paper into a boat. ADAM ...and assuming you’ve done step 29 correctly, you’re ready for the tub. "Bee Movie" - JS REVISIONS 8/13/07 91. ANGLE ON: The jury, all with paper boats of their own. JURORS Ooh. ANGLE ON: Montgomery frustrated with Gammil, who’s making a boat also. Monty crumples Gammil’s boat, and throws it at him. JUDGE Mr. Flayman? ADAM Yes? Yes, Your Honor? JUDGE Where is the rest of your team? ADAM (fumbling with his swordstinger) Well, your honor, it’s interesting. You know Bees are trained to fly kind of haphazardly and as a result quite often we don’t make very good time. I actually once heard a pretty funny story about a bee-- MONTGOMERY Your Honor, haven’t these ridiculous bugs taken up enough of this court’s valuable time? Montgomery rolls out from behind his table. He’s suspended in a LARGE BABY CHAIR with wheels. MONTGOMERY (CONT'D) How much longer are we going to allow these absurd shenanigans to go on? They have presented no compelling evidence to support their charges against my clients who have all run perfectly legitimate businesses. I move for a complete dismissal of this entire case. JUDGE Mr. Flayman, I am afraid I am going to have to consider Mr. Montgomery’s motion. "Bee Movie" - JS REVISIONS 8/13/07 92. ADAM But you can’t. We have a terrific case. MONTGOMERY Where is your proof? Where is the evidence? Show me the smoking gun. Barry bursts through the door. BARRY Hold it, your honor. You want a smoking gun? Here is your smoking gun. Vanessa ENTERS, holding a bee smoker Vanessa slams the beekeeper's SMOKER onto the judge’s bench. JUDGE What is that? BARRY It’s a Bee smoker. Montgomery GRABS the smoker. MONTGOMERY What, this? This harmless little contraption? This couldn’t hurt a fly, let alone a bee. He unintentionally points it towards the bee gallery, KNOCKING THEM ALL OUT. The jury GASPS. The press SNAPS pictures of them. BARRY Members of the jury, look at what has happened to bees who have never been asked, "Smoking or Non?" Is this what nature intended for us? To be forcibly addicted to these smoke machines in man-made wooden slat work camps? Living out our lives as honey slaves to the white man? Barry gestures dramatically towards Montgomery's racially mixed table. The BLACK LAWYER slowly moves his chair away. GAMMIL What are we going to do? "Bee Movie" - JS REVISIONS 8/13/07 93. MONTGOMERY (to Pross) He's playing the species card. Barry lands on the scale of justice, by the judge’s bench. It balances as he lands. BARRY Ladies and gentlemen, please, FreeThese-Bees! ANGLE ON: Jury, chanting "Free the bees". JUDGE The court finds in favor of the bees. The chaos continues. Barry flies over to Vanessa, with his hand up for a “high 5”. BARRY Vanessa, we won! VANESSA Yay! I knew you could do it. Highfive! She high 5’s Barry, sending him crashing to the table. He bounces right back up. VANESSA (CONT'D) Oh, sorry. BARRY Ow!! I’m okay. Vanessa, do you know what this means? All the honey is finally going to belong to the bees. Now we won’t have to work so hard all the time. Montgomery approaches Barry, surrounded by the press. The cameras and microphones go to Montgomery. MONTGOMERY (waving a finger) This is an unholy perversion of the balance of nature, Benson! You’ll regret this. ANGLE ON: Barry’s ‘deer in headlights’ expression, as the press pushes microphones in his face. "Bee Movie" - JS REVISIONS 8/13/07 94. PRESS PERSON 1 Barry, how much honey do you think is out there? BARRY Alright, alright, one at a time... SARAH Barry, who are you wearing? BARRY Uhhh, my sweater is Ralph Lauren, and I have no pants. The Press follows Barry as he EXITS. ANGLE ON: Adam and Vanessa. ADAM (putting papers away) What if Montgomery’s right? VANESSA What do you mean? ADAM We’ve been living the bee way a long time. 27 million years. DISSOLVE TO: SEQ. 3600 - “HONEY ROUNDUP” EXT. HONEY FARMS APIARY - MONTAGE SARAH (V.O) Congratulations on your victory. What are you going to demand as a settlement? BARRY (V.O) (over montage) First, we’re going to demand a complete shutdown of all bee work camps. Then, we want to get back all the honey that was ours to begin with. Every last drop. We demand an end to the glorification of the bear as anything more than a filthy, smelly, big-headed, bad breath, stink-machine. "Bee Movie" - JS REVISIONS 8/13/07 95. I believe we’re all aware of what they do in the woods. We will no longer tolerate derogatory beenegative nick-names, unnecessary inclusion of honey in bogus health products, and la-dee-da tea-time human snack garnishments. MONTAGE IMAGES: Close-up on an ATF JACKET, with the YELLOW LETTERS. Camera pulls back. We see an ARMY OF BEE AND HUMAN AGENTS wearing hastily made “Alcohol, Tobacco, Firearms, and Honey” jackets. Barry supervises. The gate to Honey Farms is locked permanently. All the smokers are collected and locked up. All the bees leave the Apiary. CUT TO: EXT. ATF OUTSIDE OF SUPERMARKET - MONTAGE Agents begin YANKING honey off the supermarket shelves, and out of shopping baskets. CUT TO: EXT. NEW HIVE CITY - MONTAGE The bees tear down a honey-bear statue. CUT TO: EXT. YELLOWSTONE FOREST - MONTAGE POV of a sniper’s crosshairs. An animated BEAR character looka-like, turns his head towards camera. BARRY Wait for my signal. ANGLE ON: Barry lowering his binoculars. BARRY (CONT'D) Take him out. The sniper SHOOTS the bear. It hits him in the shoulder. The bear looks at it. He gets woozy and the honey jar falls out of his lap, an ATF&H agent catches it. "Bee Movie" - JS REVISIONS 8/13/07 96. BARRY (V.O) (CONT'D) ATF&H AGENT (to the bear’s pig friend) He’ll have a little nausea for a few hours, then he’ll be fine. CUT TO: EXT. STING’S HOUSE - MONTAGE ATF&H agents SLAP CUFFS on Sting, who is meditating. STING But it’s just a prance-about stage name! CUT TO: INT. A WOMAN’S SHOWER - MONTAGE A WOMAN is taking a shower, and using honey shampoo. An ATF&H agent pulls the shower curtain aside, and grabs her bottle of shampoo. The woman SCREAMS. The agent turns to the 3 other agents, and Barry. ANGLE ON: Barry looking at the label on the shampoo bottle, shaking his head and writing in his clipboard. CUT TO: EXT. SUPERMARKET CAFE - MONTAGE Another customer, an old lady having her tea with a little jar of honey, gets her face pushed down onto the table and turned to the side by two agents. One of the agents has a gun on her. OLD LADY Can’t breathe. CUT TO: EXT. CENTRAL PARK - MONTAGE An OIL DRUM of honey is connected to Barry’s hive. "Bee Movie" - JS REVISIONS 8/13/07 97. BARRY Bring it in, boys. CUT TO: SEQ. 3650 - “NO MORE WORK” INT. HONEX - MONTAGE ANGLE ON: The honey goes past the 3-cup hash-mark, and begins to overflow. A WORKER BEE runs up to Buzzwell. WORKER BEE 1 Mr. Buzzwell, we just passed 3 cups, and there’s gallons mores coming. I think we need to shutdown. KEYCHAIN BEE (to Buzzwell) Shutdown? We’ve never shutdown. ANGLE ON: Buzzwell overlooking the factory floor. BUZZWELL Shutdown honey production! Stop making honey! ANGLE ON: TWO BEES, each with a KEY. BUZZWELL (CONT’D) Turn your key, Sir! They turn the keys simultaneously, War Games-style, shutting down the honey machines. ANGLE ON: the Taffy-Pull machine, Centrifuge, and Krelman all slowly come to a stop. The bees look around, bewildered. WORKER BEE 5 What do we do now? A BEAT. WORKER BEE 6 Cannon ball!! He jumps into a HONEY VAT, doesn’t penetrate the surface. He looks around, and slowly sinks down to his waist. "Bee Movie" - JS REVISIONS 8/13/07 98. EXT. HONEX FACTORY THE WHISTLE BLOWS, and the bees all stream out the exit. CUT TO: INT. J-GATE - CONTINUOUS Lou Loduca gives orders to the pollen jocks. LOU LODUCA We’re shutting down honey production. Mission abort. CUT TO: EXT. CENTRAL PARK Jackson receives the orders, mid-pollination. JACKSON Aborting pollination and nectar detail. Returning to base. CUT TO: EXT. NEW HIVE CITY ANGLE ON: Bees, putting sun-tan lotion on their noses and antennae, and sunning themselves on the balconies of the gyms. CUT TO: EXT. CENTRAL PARK ANGLE ON: THE FLOWERS starting to DROOP. CUT TO: INT. J-GATE J-Gate is deserted. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 99. EXT. NEW HIVE CITY ANGLE ON: Bees sunning themselves. A TIMER DINGS, and they all turn over. CUT TO: EXT. CENTRAL PARK TIME LAPSE of Central Park turning brown. CUT TO: EXT. VANESSA’S FLORIST SHOP CLOSE-UP SHOT: Vanessa writes “Sorry. No more flowers.” on a “Closed” sign, an turns it facing out. CUT TO: SEQ. 3700 - “IDLE HIVE” EXT. NEW HIVE CITY - DAY Barry flies at high speed. TRACKING SHOT into the hive, through the lobby of Honex, and into Adam’s office. CUT TO: INT. ADAM’S OFFICE - CONTINUOUS Barry meets Adam in his office. Adam’s office is in disarray. There are papers everywhere. He’s filling up his cardboard hexagon box. BARRY (out of breath) Adam, you wouldn’t believe how much honey was out there. ADAM Oh yeah? BARRY What’s going on around here? Where is everybody? Are they out celebrating? "Bee Movie" - JS REVISIONS 8/13/07 100. ADAM (exiting with a cardboard box of belongings) No, they’re just home. They don’t know what to do. BARRY Hmmm. ADAM They’re laying out, they’re sleeping in. I heard your Uncle Carl was on his way to San Antonio with a cricket. BARRY At least we got our honey back. They walk through the empty factory. ADAM Yeah, but sometimes I think, so what if the humans liked our honey? Who wouldn’t? It’s the greatest thing in the world. I was excited to be a part of making it. ANGLE ON: Adam’s desk on it’s side in the hall. ADAM (CONT’D) This was my new desk. This was my new job. I wanted to do it really well. And now...and now I can’t. Adam EXITS. CUT TO: SEQ. 3900 - “WORLD WITHOUT BEES” INT. STAIRWELL Vanessa and Barry are walking up the stairs to the roof. BARRY I don’t understand why they’re not happy. We have so much now. I thought their lives would be better. "Bee Movie" - JS REVISIONS 8/13/07 101. VANESSA Hmmm. BARRY They’re doing nothing. It’s amazing, honey really changes people. VANESSA You don’t have any idea what’s going on, do you? BARRY What did you want to show me? VANESSA This. They reach the top of the stairs. Vanessa opens the door. CUT TO: EXT. VANESSA’S ROOFTOP - CONTINUOUS Barry sees Vanessa’s flower pots and small garden have all turned brown. BARRY What happened here? VANESSA That is not the half of it... Vanessa turns Barry around with her two fingers, revealing the view of Central Park, which is also all brown. BARRY Oh no. Oh my. They’re all wilting. VANESSA Doesn’t look very good, does it? BARRY No. VANESSA And who’s fault do you think that is? "Bee Movie" - JS REVISIONS 8/13/07 102. BARRY Mmmm...you know, I’m going to guess, bees. VANESSA Bees? BARRY Specifically me. I guess I didn’t think that bees not needing to make honey would affect all these other things. VANESSA And it’s not just flowers. Fruits, vegetables...they all need bees. BARRY Well, that’s our whole SAT test right there. VANESSA So, you take away the produce, that affects the entire animal kingdom. And then, of course... BARRY The human species? VANESSA (clearing throat) Ahem! BARRY Oh. So, if there’s no more pollination, it could all just go south here, couldn’t it? VANESSA And I know this is also partly my fault. Barry takes a long SIGH. BARRY How about a suicide pact? VANESSA (not sure if he’s joking) How would we do it? BARRY I’ll sting you, you step on me. "Bee Movie" - JS REVISIONS 8/13/07 103. VANESSA That just kills you twice. BARRY Right, right. VANESSA Listen Barry. Sorry but I’ve got to get going. She EXITS. BARRY (looking out over the park) Had to open my mouth and talk... (looking back) Vanessa..? Vanessa is gone. CUT TO: SEQ. 3935 - “GOING TO PASADENA” EXT. NY STREET - CONTINUOUS Vanessa gets into a cab. Barry ENTERS. BARRY Vanessa. Why are you leaving? Where are you going? VANESSA To the final Tournament of Roses parade in Pasadena. They moved it up to this weekend because all the flowers are dying. It’s the last chance I’ll ever have to see it. BARRY Vanessa, I just want to say I’m sorry. I never meant it to turn out like this. VANESSA I know. Me neither. Vanessa cab drives away. "Bee Movie" - JS REVISIONS 8/13/07 104. BARRY (chuckling to himself) Tournament of Roses. Roses can’t do sports. Wait a minute...roses. Roses? Roses!? Vanessa! Barry follows shortly after. He catches up to it, and he pounds on the window. Barry follows shortly after Vanessa’s cab. He catches up to it, and he pounds on the window. INT. TAXI - CONTINUOUS Barry motions for her to roll the window down. She does so. BARRY Roses?! VANESSA Barry? BARRY (as he flies next to the cab) Roses are flowers. VANESSA Yes, they are. BARRY Flowers, bees, pollen! VANESSA I know. That’s why this is the last parade. BARRY Maybe not. The cab starts pulling ahead of Barry. BARRY (CONT'D) (re: driver) Could you ask him to slow down? VANESSA Could you slow down? The cabs slows. Barry flies in the window, and lands in the change box, which closes on him. "Bee Movie" - JS REVISIONS 8/13/07 105. VANESSA (CONT'D) Barry! Vanessa lets him out. Barry stands on the change box, in front of the driver’s license. BARRY Okay, I made a huge mistake! This is a total disaster, and it’s all my fault! VANESSA Yes, it kind of is. BARRY I’ve ruined the planet. And, I wanted to help with your flower shop. Instead, I’ve made it worse. VANESSA Actually, it’s completely closed down. BARRY Oh, I thought maybe you were remodeling. Nonetheless, I have another idea. And it’s greater than all my previous great ideas combined. VANESSA I don’t want to hear it. Vanessa closes the change box on Barry. BARRY (opening it again) Alright, here’s what I’m thinking. They have the roses, the roses have the pollen. I know every bee, plant, and flower bud in this park. All we’ve got to do is get what they’ve got back here with what we’ve got. VANESSA Bees... BARRY Park... VANESSA Pollen... "Bee Movie" - JS REVISIONS 8/13/07 106. BARRY Flowers... VANESSA Repollination! BARRY (on luggage handle, going up) Across the nation! CUT TO: SEQ. 3950 - “ROSE PARADE” EXT. PASADENA PARADE BARRY (V.O) Alright. Tournament of Roses. Pasadena, California. They’ve got nothing but flowers, floats, and cotton candy. Security will be tight. VANESSA I have an idea. CUT TO: EXT. FLOAT STAGING AREA ANGLE ON: Barry and Vanessa approaching a HEAVILY ARMED GUARD in front of the staging area. VANESSA Vanessa Bloome, FTD. Official floral business. He leans in to look at her badge. She SNAPS IT SHUT, VANESSA (CONT’D) Oh, it’s real. HEAVILY ARMED GUARD Sorry ma’am. That’s a nice brooch, by the way. VANESSA Thank you. It was a gift. "Bee Movie" - JS REVISIONS 8/13/07 107. They ENTER the staging area. BARRY (V.O) Then, once we’re inside, we just pick the right float. VANESSA How about the Princess and the Pea? BARRY Yeah. VANESSA I can be the princess, and-- BARRY ...yes, I think-- VANESSA You could be-- BARRY I’ve-- VANESSA The pea. BARRY Got it. CUT TO: EXT. FLOAT STAGING AREA - A FEW MOMENTS LATER Barry, dressed as a PEA, flies up and hovers in front of the princess on the “Princess and the Pea” float. The float is sponsored by Inflat-a-bed and a SIGN READS: “Inflat-a-bed: If it blows, it’s ours.” BARRY Sorry I’m late. Where should I sit? PRINCESS What are you? BARRY I believe I’m the pea. PRINCESS The pea? It’s supposed to be under the mattresses. "Bee Movie" - JS REVISIONS 8/13/07 108. BARRY Not in this fairy tale, sweetheart. PRINCESS I’m going to go talk to the marshall. BARRY You do that. This whole parade is a fiasco! She EXITS. Vanessa removes the step-ladder. The princess FALLS. Barry and Vanessa take off in the float. BARRY (CONT’D) Let’s see what this baby will do. ANGLE ON: Guy with headset talking to drivers. HEADSET GUY Hey! The float ZOOMS by. A young CHILD in the stands, TIMMY, cries. CUT TO: EXT. FLOAT STAGING AREA - A FEW MOMENTS LATER ANGLE ON: Vanessa putting the princess hat on. BARRY (V.O) Then all we do is blend in with traffic, without arousing suspicion. CUT TO: EXT. THE PARADE ROUTE - CONTINUOUS The floats go flying by the crowds. Barry and Vanessa’s float CRASHES through the fence. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 109. EXT. LA FREEWAY Vanessa and Barry speed, dodging and weaving, down the freeway. BARRY (V.O) And once we’re at the airport, there’s no stopping us. CUT TO: EXT. LAX AIRPORT Barry and Vanessa pull up to the curb, in front of an TSA AGENT WITH CLIPBOARD. TSA AGENT Stop. Security. Did you and your insect pack your own float? VANESSA (O.C) Yes. TSA AGENT Has this float been in your possession the entire time? VANESSA (O.C) Since the parade...yes. ANGLE ON: Barry holding his shoes. TSA AGENT Would you remove your shoes and everything in your pockets? Can you remove your stinger, Sir? BARRY That’s part of me. TSA AGENT I know. Just having some fun. Enjoy your flight. CUT TO: EXT. RUNWAY Barry and Vanessa’s airplane TAKES OFF. "Bee Movie" - JS REVISIONS 8/13/07 110. BARRY (O.C) Then, if we’re lucky, we’ll have just enough pollen to do the job. DISSOLVE TO: SEQ. 4025 - “COCKPIT FIGHT” INT. AIRPLANE Vanessa is on the aisle. Barry is on a laptop calculating flowers, pollen, number of bees, airspeed, etc. He does a “Stomp” dance on the keyboard. BARRY Can you believe how lucky we are? We have just enough pollen to do the job. I think this is going to work, Vanessa. VANESSA It’s got to work. PILOT (V.O) Attention passengers. This is Captain Scott. I’m afraid we have a bit of bad weather in the New York area. And looks like we’re going to be experiencing a couple of hours delay. VANESSA Barry, these are cut flowers with no water. They’ll never make it. BARRY I’ve got to get up there and talk to these guys. VANESSA Be careful. Barry flies up to the cockpit door. CUT TO: INT. COCKPIT - CONTINUOUS A female flight attendant, ANGELA, is in the cockpit with the pilots. "Bee Movie" - JS REVISIONS 8/13/07 111. There’s a KNOCK at the door. BARRY (C.O) Hey, can I get some help with this Sky Mall Magazine? I’d like to order the talking inflatable travel pool filter. ANGELA (to the pilots, irritated) Excuse me. CUT TO: EXT. CABIN - CONTINUOUS Angela opens the cockpit door and looks around. She doesn’t see anybody. ANGLE ON: Barry hidden on the yellow and black “caution” stripe. As Angela looks around, Barry zips into the cockpit. CUT TO: INT. COCKPIT BARRY Excuse me, Captain. I am in a real situation here... PILOT (pulling an earphone back, to the co-pilot) What did you say, Hal? CO-PILOT I didn’t say anything. PILOT (he sees Barry) Ahhh! Bee! BARRY No, no! Don’t freak out! There’s a chance my entire species-- CO-PILOT (taking off his earphones) Ahhh! "Bee Movie" - JS REVISIONS 8/13/07 112. The pilot grabs a “DUSTBUSTER” vacuum cleaner. He aims it around trying to vacuum up Barry. The co-pilot faces camera, as the pilot tries to suck Barry up. Barry is on the other side of the co-pilot. As they dosey-do, the toupee of the co-pilot begins to come up, still attached to the front. CO-PILOT (CONT'D) What are you doing? Stop! The toupee comes off the co-pilot’s head, and sticks in the Dustbuster. Barry runs across the bald head. BARRY Wait a minute! I’m an attorney! CO-PILOT Who’s an attorney? PILOT Don’t move. The pilot uses the Dustbuster to try and mash Barry, who is hovering in front of the co-pilot’s nose, and knocks out the co-pilot who falls out of his chair, hitting the life raft release button. The life raft inflates, hitting the pilot, knocking him into a wall and out cold. Barry surveys the situation. BARRY Oh, Barry. CUT TO: INT. AIRPLANE CABIN Vanessa studies her laptop, looking serious. SFX: PA CRACKLE. BARRY (V.O) (in captain voice) Good afternoon passengers, this is your captain speaking. Would a Miss Vanessa Bloome in 24F please report to the cockpit. And please hurry! "Bee Movie" - JS REVISIONS 8/13/07 113. ANGLE ON: The aisle, and Vanessa head popping up. CUT TO: INT. COCKPIT Vanessa ENTERS. VANESSA What happened here? BARRY I tried to talk to them, but then there was a Dustbuster, a toupee, a life raft exploded...Now one’s bald, one’s in a boat, and they’re both unconscious. VANESSA Is that another bee joke? BARRY No. No one’s flying the plane. The AIR TRAFFIC CONTROLLER, BUD, speaks over the radio. BUD This is JFK control tower. Flight 356, what’s your status? Vanessa presses a button, and the intercom comes on. VANESSA This is Vanessa Bloome. I’m a florist from New York. BUD Where’s the pilot? VANESSA He’s unconscious and so is the copilot. BUD Not good. Is there anyone onboard who has flight experience? A BEAT. BARRY As a matter of fact, there is. "Bee Movie" - JS REVISIONS 8/13/07 114. BUD Who’s that? VANESSA Barry Benson. BUD From the honey trial? Oh great. BARRY Vanessa, this is nothing more than a big metal bee. It’s got giant wings, huge engines. VANESSA I can’t fly a plane. BARRY Why not? Isn’t John Travolta a pilot? VANESSA Yes? BARRY How hard could it be? VANESSA Wait a minute. Barry, we’re headed into some lightning. CUT TO: Vanessa shrugs, and takes the controls. SEQ. 4150 - “BARRY FLIES PLANE” INT. BENSON HOUSE The family is all huddled around the TV at the Benson house. ANGLE ON: TV. Bob Bumble is broadcasting. BOB BUMBLE This is Bob Bumble. We have some late-breaking news from JFK airport, where a very suspenseful scene is developing. Barry Benson, fresh off his stunning legal victory... "Bee Movie" - JS REVISIONS 8/13/07 115. Adam SPRAYS a can of HONEY-WHIP into his mouth. ADAM That’s Barry. BOB BUMBLE ...is now attempting to land a plane, loaded with people, flowers, and an incapacitated flight crew. EVERYONE Flowers?! CUT TO: INT. AIR TRAFFIC CONTROL TOWER BUD Well, we have an electrical storm in the area, and two individuals at the controls of a jumbo jet with absolutely no flight experience. JEANETTE CHUNG Just a minute, Mr. Ditchwater, there’s a honey bee on that plane. BUD Oh, I’m quite familiar with Mr. Benson’s work, and his no-account compadres. Haven’t they done enough damage already? JEANETTE CHUNG But isn’t he your only hope right now? BUD Come on, technically a bee shouldn’t be able to fly at all. CUT TO: INT. COCKPIT. Barry REACTS BUD The wings are too small, their bodies are too big-- "Bee Movie" - JS REVISIONS 8/13/07 116. BARRY (over PA) Hey, hold on a second. Haven’t we heard this million times? The surface area of the wings, and the body mass doesn’t make sense? JEANETTE CHUNG Get this on the air. CAMERAMAN You got it! CUT TO: INT. BEE TV CONTROL ROOM An engineer throws a switch. BEE ENGINEER Stand by. We’re going live. The “ON AIR” sign illuminates. CUT TO: INT. VARIOUS SHOTS OF NEW HIVE CITY The news report plays on TV. The pollen jocks are sitting around, playing paddle-ball, Wheel-o, and one of them is spinning his helmet on his finger. Buzzwell is in an office cubicle, playing computer solitaire. Barry’s family and Adam watch from their living room. Bees sitting on the street curb turn around to watch the TV. BARRY Mr. Ditchwater, the way we work may be a mystery to you, because making honey takes a lot of bees doing a lot of small jobs. But let me tell you something about a small job. If you do it really well, it makes a big difference. More than we realized. To us, to everyone. That’s why I want to get bees back to doing what we do best. "Bee Movie" - JS REVISIONS 8/13/07 117. Working together. That’s the bee way. We’re not made of Jello. We get behind a fellow. Black and yellow. CROWD OF BEES Hello! CUT TO: INT. COCKPIT Barry is giving orders to Vanessa. BARRY Left, right, down, hover. VANESSA Hover? BARRY Forget hover. VANESSA You know what? This isn’t so hard. Vanessa pretends to HONK THE HORN. VANESSA (CONT’D) Beep, beep! Beep, beep! A BOLT OF LIGHTNING HITS the plane. The plane takes a sharp dip. VANESSA (CONT’D) Barry, what happened? BARRY (noticing the control panel) Wait a minute. I think we were on autopilot that whole time. VANESSA That may have been helping me. BARRY And now we’re not! VANESSA (V.O.) (folding her arms) Well, then it turns out I cannot fly a plane. "Bee Movie" - JS REVISIONS 8/13/07 118. BARRY (CONT'D) Vanessa struggles with the yoke. CUT TO: EXT. AIRPLANE The airplane goes into a steep dive. CUT TO: SEQ. 4175 - “CRASH LANDING” INT. J-GATE An ALERT SIGN READING: “Hive Alert. We Need:” Then the SIGNAL goes from “Two Bees” “Some Bees” “Every Bee There Is” Lou Loduca gathers the pollen jocks at J-Gate. LOU LODUCA All of you, let’s get behind this fellow. Move it out! The bees follow Lou Loduca, and EXIT J-Gate. CUT TO: INT. AIRPLANE COCKPIT BARRY Our only chance is if I do what I would do, and you copy me with the wings of the plane! VANESSA You don’t have to yell. BARRY I’m not yelling. We happen to be in a lot of trouble here. VANESSA It’s very hard to concentrate with that panicky tone in your voice. BARRY It’s not a tone. I’m panicking! CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 119. EXT. JFK AIRPORT ANGLE ON: The bees arriving and massing at the airport. CUT TO: INT. COCKPIT Barry and Vanessa alternately SLAP EACH OTHER IN THE FACE. VANESSA I don’t think I can do this. BARRY Vanessa, pull yourself together. Listen to me, you have got to snap out of it! VANESSA You snap out of it! BARRY You snap out of it! VANESSA You snap out of it! BARRY You snap out of it! VANESSA You snap out of it! CUT TO: EXT. AIRPLANE A GIGANTIC SWARM OF BEES flies in to hold the plane up. CUT TO: INT. COCKPIT - CONTINUOUS BARRY You snap out of it! VANESSA You snap out of it! "Bee Movie" - JS REVISIONS 8/13/07 120. BARRY You snap-- VANESSA Hold it! BARRY (about to slap her again) Why? Come on, it’s my turn. VANESSA How is the plane flying? Barry’s antennae ring. BARRY I don’t know. (answering) Hello? CUT TO: EXT. AIRPLANE ANGLE ON: The underside of the plane. The pollen jocks have massed all around the underbelly of the plane, and are holding it up. LOU LODUCA Hey Benson, have you got any flowers for a happy occasion in there? CUT TO: INT. COCKPIT Lou, Buzz, Splitz, and Jackson come up alongside the cockpit. BARRY The pollen jocks! VANESSA They do get behind a fellow. BARRY Black and yellow. LOU LODUCA (over headset) Hello. "Bee Movie" - JS REVISIONS 8/13/07 121. Alright you two, what do you say we drop this tin can on the blacktop? VANESSA What blacktop? Where? I can’t see anything. Can you? BARRY No, nothing. It’s all cloudy. CUT TO: EXT. RUNWAY Adam SHOUTS. ADAM Come on, you’ve got to think bee, Barry. Thinking bee, thinking bee. ANGLE ON: Overhead shot of runway. The bees are in the formation of a flower. In unison they move, causing the flower to FLASH YELLOW AND BLACK. BEES (chanting) Thinking bee, thinking bee. CUT TO: INT. COCKPIT We see through the swirling mist and clouds. A GIANT SHAPE OF A FLOWER is forming in the middle of the runway. BARRY Wait a minute. I think I’m feeling something. VANESSA What? BARRY I don’t know, but it’s strong. And it’s pulling me, like a 27 million year old instinct. Bring the nose of the plane down. "Bee Movie" - JS REVISIONS 8/13/07 122. LOU LODUCA (CONT'D) EXT. RUNWAY All the bees are on the runway chanting “Thinking Bee”. CUT TO: INT. CONTROL TOWER RICK What in the world is on the tarmac? ANGLE ON: Dave OTS onto runway seeing a flower being formed by millions of bees. BUD Get some lights on that! CUT TO: EXT. RUNWAY ANGLE ON: AIRCRAFT LANDING LIGHT SCAFFOLD by the side of the runway, illuminating the bees in their flower formation. INT. COCKPIT BARRY Vanessa, aim for the flower! VANESSA Oh, okay? BARRY Cut the engines! VANESSA Cut the engines? BARRY We’re going in on bee power. Ready boys? LOU LODUCA Affirmative. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 123. INT. AIRPLANE COCKPIT BARRY Good, good, easy now. Land on that flower! Ready boys? Give me full reverse. LOU LODUCA Spin it around! The plane attempts to land on top of an “Aloha Airlines” plane with flowers painted on it. BARRY (V.O) I mean the giant black and yellow pulsating flower made of millions of bees! VANESSA Which flower? BARRY That flower! VANESSA I’m aiming at the flower! The plane goes after a FAT GUY IN A HAWAIIAN SHIRT. BARRY (V.O) That’s a fat guy in a flowered shirt! The other other flower! The big one. He snaps a photo and runs away. BARRY (CONT'D) Full forward. Ready boys? Nose down. Bring your tail up. Rotate around it. VANESSA Oh, this is insane, Barry. BARRY This is the only way I know how to fly. CUT TO: "Bee Movie" - JS REVISIONS 8/13/07 124. AIR TRAFFIC CONTROL TOWER BUD Am I koo-koo kachoo, or is this plane flying in an insect-like pattern? CUT TO: EXT. RUNWAY BARRY (V.O) Get your nose in there. Don’t be afraid of it. Smell it. Full reverse! Easy, just drop it. Be a part of it. Aim for the center! Now drop it in. Drop it in, woman! The plane HOVERS and MANEUVERS, landing in the center of the giant flower, like a bee. The FLOWERS from the cargo hold spill out onto the runway. INT. AIPLANE CABIN The passengers are motionless for a beat. PASSENGER Come on already! They hear the “ding ding”, and all jump up to grab their luggage out of the overheads. SEQ. 4225 - “RUNWAY SPEECH” EXT. RUNWAY - CONTINUOUS The INFLATABLE SLIDES pop out the side of the plane. The passengers escape. Barry and Vanessa slide down out of the cockpit. Barry and Vanessa exhale a huge breath. VANESSA Barry, we did it. You taught me how to fly. Vanessa raises her hand up for a high five. "Bee Movie" - JS REVISIONS 8/13/07 125. BARRY Yes. No high five. VANESSA Right. ADAM Barry, it worked. Did you see the giant flower? BARRY What giant flower? Where? Of course I saw the flower! That was genius, man. Genius! ADAM Thank you. BARRY But we’re not done yet. Barry flies up to the wing of the plane, and addresses the bee crowd. BARRY (CONT’D) Listen everyone. This runway is covered with the last pollen from the last flowers available anywhere on Earth. That means this is our last chance. We’re the only ones who make honey, pollinate flowers, and dress like this. If we’re going to survive as a species, this is our moment. So what do you all say? Are we going to be bees, or just Museum of Natural History key chains? BEES We’re bees! KEYCHAIN BEE Keychain! BARRY Then follow me... Except Keychain. BUZZ Hold on Barry. You’ve earned this. Buzz puts a pollen jock jacket and helmet with Barry’s name on it on Barry. "Bee Movie" - JS REVISIONS 8/13/07 126. BARRY I’m a pollen jock! (looking at the jacket. The sleeves are a little long) And it’s a perfect fit. All I’ve got to do are the sleeves. The Pollen Jocks toss Barry a gun. BARRY (CONT’D) Oh yeah! ANGLE ON: Martin and Janet Benson. JANET BENSON That’s our Barry. All the bees descend upon the flowers on the tarmac, and start collecting pollen. CUT TO: SEQ. 4250 - “RE-POLLINATION” EXT. SKIES - CONTINUOUS The squadron FLIES over the city, REPOLLINATING trees and flowers as they go. Barry breaks off from the group, towards Vanessa’s flower shop. CUT TO: EXT. VANESSA’S FLOWER SHOP - CONTINUOUS Barry REPOLLINATES Vanessa’s flowers. CUT TO: EXT. CENTRAL PARK - CONTINUOUS ANGLE ON: Timmy with a frisbee, as the bees fly by. TIMMY Mom, the bees are back! "Bee Movie" - JS REVISIONS 8/13/07 127. Central Park is completely repollinated by the bees. DISSOLVE TO: INT. HONEX - CONTINUOUS Honex is back to normal and everyone is busily working. ANGLE ON: Adam, putting his Krelman hat on. ADAM If anyone needs to make a call, now’s the time. I’ve got a feeling we’ll be working late tonight! The bees CHEER. CUT TO: SEQ. 4355 EXT: VANESSA’S FLOWER SHOP With a new sign out front. “Vanessa & Barry: Flowers, Honey, Legal Advice” DISSOLVE TO: INT: FLOWER COUNTER Vanessa doing a brisk trade with many customers. CUT TO: INT: FLOWER SHOP - CONTINUOUS Vanessa is selling flowers. In the background, there are SHELVES STOCKED WITH HONEY. VANESSA (O.C.) Don’t forget these. Have a great afternoon. Yes, can I help who’s next? Who’s next? Would you like some honey with that? It is beeapproved. SIGN ON THE BACK ROOM DOOR READS: “Barry Benson: Insects at Law”. "Bee Movie" - JS REVISIONS 8/13/07 128. Camera moves into the back room. ANGLE ON: Barry. ANGLE ON: Barry’s COW CLIENT. COW Milk, cream, cheese...it’s all me. And I don’t see a nickel. BARRY Uh huh? Uh huh? COW (breaking down) Sometimes I just feel like a piece of meat. BARRY I had no idea. VANESSA Barry? I’m sorry, have you got a moment? BARRY Would you excuse me? My mosquito associate here will be able to help you. Mooseblood ENTERS. MOOSEBLOOD Sorry I’m late. COW He’s a lawyer too? MOOSEBLOOD Ma’am, I was already a bloodsucking parasite. All I needed was * a briefcase. * ANGLE ON: Flower Counter. VANESSA (to customer) Have a great afternoon! (to Barry) Barry, I just got this huge tulip order for a wedding, and I can’t get them anywhere. "Bee Movie" - JS REVISIONS 8/13/07 129. BARRY Not a problem, Vannie. Just leave it to me. Vanessa turns back to deal with a customer. VANESSA You’re a life-saver, Barry. (to the next customer) Can I help who’s next? Who’s next? ANGLE ON: Vanessa smiling back at Barry. Barry smiles too, then snaps himself out of it. BARRY (speaks into his antennae) Alright. Scramble jocks, it’s time to fly! VANESSA Thank you, Barry! EXT. FLOWER SHOP - CONTINUOUS ANGLE ON: Ken and Andy walking down the street. KEN (noticing the new sign) Augh! What in the world? It’s that bee again! ANDY (guiding Ken protectively) Let it go, Kenny. KEN That bee is living my life! When will this nightmare end? ANDY Let it all go. They don’t break stride. ANGLE ON: Camera in front of Barry as he flies out the door and up into the sky. Pollen jocks fold in formation behind him as they zoom into the park. BARRY (to Splitz) Beautiful day to fly. "Bee Movie" - JS REVISIONS 8/13/07 130. JACKSON Sure is. BARRY Between you and me, I was dying to get out of that office. FADE OUT: "Bee Movie" - JS REVISIONS 8/13/07 131.