https://padlet.com/bigolchungus/yv34vo55dl1r A true work of art. en-us 2019-01-10 18:27:53 UTC 2019-01-10 18:36:56 UTC hello@padlet.com bigolchungus https://padlet.com/bigolchungus/yv34vo55dl1r/wish/319399329 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.]]> 2019-01-10 18:30:23 UTC https://padlet.com/bigolchungus/yv34vo55dl1r/wish/319399329 bigolchungus https://padlet.com/bigolchungus/yv34vo55dl1r/wish/319400581  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

]]> 2019-01-10 18:32:56 UTC https://padlet.com/bigolchungus/yv34vo55dl1r/wish/319400581 bigolchungus https://padlet.com/bigolchungus/yv34vo55dl1r/wish/319401767 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

]]> 2019-01-10 18:34:58 UTC https://padlet.com/bigolchungus/yv34vo55dl1r/wish/319401767