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-------------------------


                 

                                Good Try, We Don't Like It

                                         Story by

                              Topher Rhives and Bruce Snyder

                               Screenplay By Topher Rhives

               FADE IN:

               INT. OBLIVION  TIMELESS

               The screen is completely white.

               Jerry Wright, a 17 year old guy walks into the center.  He 
               is tired looking and dressed in a robe and pjs.  He looks 
               around, startled as though he is on a stage.

                                     JERRY
                         Alloz.  It's funny how life can be, 
                         right.  How it can throw you in such 
                         a mess, you come out looking like 
                         shit no matter what.  Love does it 
                         to the best of us.  I guess that's 
                         the whole idea behind my whole sordid 
                         tale.  Hey, I'm Jerry Wright.  And 
                         let's face it, the majourity opinion 
                         on me is, well, how to say this 
                         nicely… hmm, well I don't think there 
                         is any other way to say it.  A good 
                         percentage of people think, well I'm 
                         an asshole.
                              (beat)
                         Don't believe me?

               He snaps his fingers, a series of interview style clips of 
               exes and what not play.

                                     JERRY (CONT'D)
                         See what I mean… Anyhow, back to 
                         this little narrative, bear with me 
                         now, this does get better.

                                                                    CUT TO:

               INT. BATHROOM  MORNING

               A guy is in the middle of a shower.  He is Leon Rennes, 17 
               years old.  He is singing a song out of key.

                                     JERRY (O.S.)
                         Well I guess I should start with my 
                         best friend, Leon Rennes.  He's the 
                         quirky kind of guy, we all know.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                         2.


                                     JERRY (O.S.) (CONT'D)
                         The one who'll come to school in all 
                         pink, since now  guys are not assumed 
                         to be a tap dancing little faggot if 
                         they do.  A satirist, if you will.

               The doorbell rings.  Leon turns off the shower, grabs a towel, 
               and wraps it around him.

                                     LEON
                         Coming…

               He opens the door to the entranceway walks up to the front 
               door and opens it.

               He looks around.  No one is there.  He steps outside and 
               closes the door behind him.

                                     JERRY (O.S.)
                         But I should mention he's not always 
                         on the up and up, if you know what I 
                         mean…

                                     LEON
                         Ding-dong-ditch, wow, that brings 
                         back memories…

               He tries to get back into his house.  The door is locked.

                                     LEON (CONT'D)
                         Oh don't do this now!

               He rattles the door, attempting to get inside.

                                     FOOT BALL PLAYER (O.S.)
                         Hey!  Leon!

                                     LEON
                         What?

               Leon turns to see a bulky looking football player rushing 
               towards him.

                                     JERRY (O.S.)
                         And he's always getting on someone's 
                         nerves…

                                     FOOT BALL PLAYER
                         This is for last week, fucker!

               Leon starts to run, his hand tightly grasping his towel.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                         3.


               INT. LILLITH'S ROOM  DAY

                                     JERRY (O.S.)
                         Then there's my sister, Lillith.  
                         She's in the art scene, which would 
                         be the best way to describe it.  
                         She's always into one thing or 
                         another.  Poems, painting, acting, 
                         that sort of thing.  Only thing she 
                         isn't doing is making money and going 
                         to college.  She says she's taking 
                         the year off, so I guess we'll see.

                                                                    CUT TO:

               INT. VIDEO STORE  DAY

               A girl, May, 17 passionately kisses a guy, Bill Feins, 18.

                                     JERRY (O.S.)
                         My girlfriend, May.  I don't really 
                         know why we're going out.  Things 
                         seem to be in a haze with her.  She 
                         might be cheating on me, she might 
                         not.  I've heard rumours, but the 
                         sources aren't tight, so I dunno.

               She slams against the glass and an employee looks up and 
               sighs.

                                     VIDEO STORE EMPLOYEE
                         Watch the glass, please.

               Bill looks at him and flips him the bird with a sort of half 
               smirk.

                                     BILL
                         Don't watch us, watch your store, 
                         perv.

                                     VIDEO STORE EMPLOYEE
                         Sure, sure.  Don't think about renting 
                         from here again, though.

                                     BILL
                         You wish I'd rent from your shit 
                         shack.  You don't even have the good 
                         stuff.

                                     VIDEO STORE EMPLOYEE
                         You mean the porno?

                                     BILL
                         Yeah, the tit flicks.

                                     VIDEO STORE EMPLOYEE
                         You are a sad sad little man.

-----------------------------------------------------------------------------------------------------
                                                                         4.


                                     BILL
                         Oh don't bullshit me, you watch porn.  
                         We all do.

                                     VIDEO STORE CLERK
                         True, but I prefer regular old two 
                         people doing it, porno.  You look 
                         like a bestiality kind of guy…

                                     BILL
                         Fuck you, man.  That was only one 
                         time.

               May pulls away.

                                     MAY
                         WHAT!

               She begins to walk away.

                                     BILL
                         It's not how it seems.  I didn't 
                         know what the word meant.  It was my 
                         friends, they…

               It's too late.  She has already left.

                                     BILL (CONT'D)
                         Goddammit…

               We pan down from Bill.  May walks past a girl.  The girl is 
               Audrey, 17 years old.  She places select movies behind other 
               movies.

                                     JERRY (O.S.)
                         Oh and Audrey.  Wow, what to say 
                         about her.  If perfection had a name, 
                         it'd.  Haha that sounded cheesy, I 
                         know.  But I can't help it.

               Another customer looks at her.

                                     DEMETRI
                         What the hell do you think you're 
                         doing?

               Audrey looks up.  And Demetri points to the DVD she holds in 
               her hand.

                                     DEMETRI (CONT'D)
                         The flicker, what do you think you're 
                         doing with it?

                                     AUDREY
                         Saving you five dollars.

-----------------------------------------------------------------------------------------------------
                                                                         5.


                                     DEMETRI
                         Come on now, I can rent what I want.  
                         Now hand me over the flicker.

               She glances down at the movie, HOUSE OF THE DEAD, and sighs.

                                     AUDREY
                         Alright, but it's your loss.

               Demetri begins to walk away.

                                     AUDREY (CONT'D)
                         There's a reason they call him "The 
                         UweBolla Virus, you know…

                                                                    CUT TO:

               FADE IN:

               INT. CONVENIENCE STORE - DAY

               Inside, the store is pretty much empty except for a few 
               wandering customers.

                                     JERRY (O.S.)
                         Alright, now've we got that 
                         established.  I think we shall begin 
                         my little sordid tale.  And with 
                         that we open on another listless day 
                         at work.

               The store manager Humphrey Madison, a 24 year old guy who 
               brings to mind "Woody Allen" interviews a man, Arthur Davis, 
               in his early 20's and looking like he just woke up.

                                     HUMPHREY
                         O.K Mr...

                                     DAVIS
                         Davis.

                                     HUMPHREY
                         Mr. Davis, what are your 
                         qualifications?

                                     DAVIS
                         What?

                                     HUMPHREY
                         Why should I hire you?

                                     DAVIS
                         I didn't think we needed 
                         qualifications.

               Humphrey sighs.

-----------------------------------------------------------------------------------------------------
                                                                         6.


                                     HUMPHREY
                         Oh, you do.

               He points to a wall with the employee of the month pictures 
               on it - he's on every month.

                                     HUMPHREY (CONT'D)
                         You see that wall over there?
                              (beat)
                         That shows a determination, that you 
                         have something to strive for.  Do 
                         you have an employee of the month 
                         photo?

                                     DAVIS
                         No, but I don't even work here.

                                     HUMPHREY
                         Then why should I hire you?
                              (beat)
                         Wait, I've got it.  You can show me.

               He grabs a bag of jerky from the rack.

               He hands it to Davis.

                                     HUMPHREY (CONT'D)
                         Here, sell me this bag of jerky.

               Davis takes the bag.

                                     DAVIS
                         Hello...

               Humphrey stops him.

                                     HUMPHREY
                         Wait, wait, I've got to get into 
                         character                              
                         (beat)

                         Ok start again.

                                     DAVIS
                         Hello sir, would you care to buy 
                         some jerky?

                                     HUMPHREY
                         Hold up just a sec.

                                     DAVIS
                         What now?

                                     HUMPHREY
                         Look how you're holding that jerky.

               He looks down.

-----------------------------------------------------------------------------------------------------
                                                                         7.


                                     DAVIS
                         What about it?

                                     HUMPHREY
                         Isn't it obvious?  The way you're 
                         holding it says to me that you don't 
                         want me to have this jerky.  It says 
                         "no jerky for you."
                              (beat)
                         Now try again.

               Davis once again presents the jerky to him.

                                     DAVIS
                         Uh…

                                     HUMPHREY
                         Wait, lemme see those hands.

               Davis shows them.

                                     HUMPHREY (CONT'D)
                         Filthy, just filthy.  Go wash up.

               Davis starts to leave.

                                     HUMPHREY (CONT'D)
                         Woah, woah, woah, were do you think 
                         you're going.

                                     DAVIS
                         But you

                                     HUMPHREY
                         Under qualified and ill spoken?

                         Leave my store!

               The guy leaves as we pan down towards Jerry at the cash 
               register.

               He rings up an old woman's purchase.

                                     JERRY
                         You really need to ease up on your 
                         hiring process.

                                     HUMPHREY
                         I hire only the finest.

               At that moment Hayden, Humphrey 17 year old younger brother 
               and semi-clone in mannerisms pokes his head from an isle 
               while holding a broom.

               He looks down into the pile of stuff collected by his broom.

-----------------------------------------------------------------------------------------------------
                                                                         8.


                                     HAYDEN
                         Hey, we have grapes!

               Jerry sighs.

               He rings up the old woman's stuff.

                                     JERRY
                         That'll be nineteen thirty, Ma'am.

               The old woman pulls up a large bulky bag.

                                     OLD WOMAN
                         Hold on.  Let me count it out.

               She starts to count one quarter at a time.

                                                                    CUT TO:

               EXT. STREET - DAY

               Jerry walks at a brisk pace, he bumps into Steve, wearing a 
               milk shake costume, on the street.

                                     JERRY
                         Watch it.

               He starts to walk off.

                                     STEVE
                         I'm going to get you...

                                     JERRY
                         Really...

                                     STEVE
                         Probably not now, but sometime when 
                         you least expect, or you might expect, 
                         I dunno, either way I'll get you 
                         back.
                              (beat)
                         Have a coupon.

               He hands Jerry a coupon, Jerry takes it and walks off.

                                     JERRY
                         Right, Steve.

                                                                    CUT TO:

               INT. JERRY'S HOUSE  NIGHT

               Jerry enters his house.

               Two dogs run up to him.

-----------------------------------------------------------------------------------------------------
                                                                         9.


                                     JERRY
                         Dog, Mutt, I was suppose to walk you 
                         two today, wasn't I?
                              (beat)
                         Sorry about that.

               The dogs look at him.

                                     JERRY (CONT'D)
                         I'll walk you guys tomorrow.

               He walks into his living room, hits the answering machine, 
               and slumps on the couch.

               A message plays.

                                     MAY (V.O.)
                         Hey Jerry, it's May.  Just calling 
                         to remind you to call me.  Bye.

               He takes a breath.

               A dog nudges against him.

                                     JERRY
                         Piss off.

                                                                    CUT TO:

               INT. LILLITH'S ROOM - DAY

               LILLITH types on a computer.

               A knock is heard at her door.

                                     LILLITH
                         Come in.

               JERRY enters.

                                     JERRY
                         I need advice.

                                     LILLITH
                         Can it wait?

                                     JERRY
                         You're just surfing the net.

                                     LILLITH
                         Well I like to know what people think 
                         of my scripts.

                                     JERRY
                         They lack description and are entirely 
                         self-serving.

-----------------------------------------------------------------------------------------------------
                                                                        10.


                                     LILLITH
                         I didn't ask for your opinion.

                                     JERRY
                         Right, I'm sure the people at "Simply 
                         Scripts" will say otherwise.

                                     LILLITH
                         "R.E Freak," "Andrew Roby," "Heretic", 
                         and "WesleytheProtaganist" seem to 
                         like the script.

                                     JERRY
                         What about "The Goose"?

                                     LILLITH
                         Ditto.  "Michael Birch" says I 
                         alienate my characters to the point 
                         that they're unbelievable and I should 
                         downplay the character quirks.

                                     JERRY
                         Has he written anything?

                                     LILLITH
                         He wrote a script called "The 
                         Everland" which was posted for a 
                         while.  Don took it down.  Mike said 
                         he was developing a TV series or 
                         something along those lines.

                                     JERRY
                         So, what are you doing right now.

                                     LILLITH
                         Well before you walked in I was 
                         emailing Don about the script link.

               She right clicks the mouse.

                                     LILLITH (CONT'D)
                         What is it you wanted to ask.

                                     JERRY
                         Do you think I'm an asshole?

               Lillith ponders for a second.

                                     LILLITH
                         Yes.  Yes you are.

                                     JERRY
                         I mean at relations.

                                     LILLITH
                         Again yes.  Jerry, everyone I've 
                         talked too says so.

-----------------------------------------------------------------------------------------------------
                                                                        11.


                                     JERRY
                         And you've talked to?

                                     LILLITH
                         Well you dated Dawn last year.

                                     JERRY
                         She said she was gay.  You dated her 
                         from what I recall.

                                     LILLITH
                         She was bi actually, she left because 
                         you were a dead beat.

                                     JERRY
                         Why didn't you tell me this?

                                     LILLITH
                         It's irrelevant.  Look, she said you 
                         didn't do anything, never took the 
                         time to do something for her.

                                     JERRY
                         I took her out for Valentine's Day.

                                     LILLITH
                         And you made her pay for her own 
                         movie ticket.  Face it you suck at 
                         relationships.
                              (beat)
                         By the way how are things with May?

                                     JERRY
                         Fine, I guess.

                                                                    CUT TO:

               INT. COFFEE SHOP - DAY

               Jerry and May sit at a table.

               May browses a menu.

                                     MAY
                         This place is really over priced.

                                     JERRY
                         Well it's five bucks for some coffee 
                         and some bullshit.

                                     MAY
                         What?

                                     JERRY
                         You know bullshit - atmosphere.

               May nods.

-----------------------------------------------------------------------------------------------------
                                                                        12.


                                     MAY
                         Right, come for the cheap imported

                         Coffee and stay for the pseudo-

                         Intellectual chatter.

                                     JERRY
                         Pretty much.

                                     MAY
                         Ah yes money well spent.

                                     JERRY
                         Well you know the artsy types.

                                     MAY
                         Watch it.

                                     JERRY
                         What?

                                     MAY
                         You're assuming.

               May looks at him and sighs.

                                     JERRY
                         I'm just saying they substitute actual 
                         talent with half-baked messages.

                                     MAY
                         Only the hacks do.

                                     JERRY
                         Well the art industry seems full of 
                         them.

                                                                    CUT TO:

               INT. LEON'S HOUSE - BASEMENT

               Jerry and Leon sit on the couch playing video games.

               Leon pulls something out of his pocket.

                                     JERRY
                         Do I really want to know what that 
                         is?

                                     LEON
                         It's a poem, something I wrote in my 
                         spare time.

                                     JERRY
                         You've got to be fucking kidding me.

-----------------------------------------------------------------------------------------------------
                                                                        13.


                                     LEON
                         No, I'm not.  Here.
                              (beat)
                         Love is a fall:

                         As you sit idly by: watching your 
                         muse, in utter silence and timid 
                         flirtations.

                         Of distant memories, shaded with 
                         idealism, she haunts you with the 
                         thoughts of what if.

                         And you aghast and awash in a sea of 
                         self doubt, of indignant fuckery and 
                         other trite and troublesome musings 
                         that say you're attempts are ill 
                         fated and it is unwise to press on.

                         And you stand back yearning to cry: 
                         "I love you!", "Yes, I fucking love 
                         you!", but you only manage to utter 
                         affable  nothings in passing bys.

                         AND YOU'RE FALLING:

                         Falling in love Falling for love 
                         until …. you hit the ground.

                                     JERRY
                         Emo.

                                     LEON
                         Oh come on it's not that bad.

                                     JERRY
                         It lacks original construct besides; 
                         who is it even about?

                                     LEON
                         Nobody really.

                                     JERRY
                         Right.

                                     LEON
                         OK, it's about this girl I know, who 
                         blindly lust after a guy who doesn't 
                         give a shit about anyone or anything.  
                         He's a slacker with charm.

               Jerry laughs.

                                     JERRY
                         Poor bastard; I'd hate to be in his 
                         shoes.

-----------------------------------------------------------------------------------------------------
                                                                        14.


                                     LEON
                         I'm sure you do.

                                                                    CUT TO:

               EXT. NEIGHBORHOOD - DAY

               Leon, Jerry, and Audrey walk Jerry's dogs.

                                     AUDREY
                         I don't think I can sleep in my room 
                         anymore.

                                     LEON
                         Why?

                                     AUDREY
                         You know those ghost shows?

                                     JERRY
                         Yeah.

                                     LEON
                         I guess.

                                     AUDREY
                         Well they were doing some EVP'S and

                                     JERRY
                         EVP'S?

                                     LEON
                         Electronic voice phenomenon.

                                     AUDREY
                         Right.  Anyhow, I figure what the 
                         hey I'll try it and see if anything 
                         happens.

                                     LEON
                         And you caught something?

                                     AUDREY
                         Sounded like someone whispering.

                                     JERRY
                         Scary.

                                     AUDREY
                         I'll say.

               Jerry laughs.

                                     JERRY
                         No, it's scary you buy into that 
                         kind of thing.

-----------------------------------------------------------------------------------------------------
                                                                        15.


                                     AUDREY
                         Try it yourself.

                                     JERRY
                         Yes, then I'll have John Edwards 
                         give a cold reading while Sylvia 
                         Brown explains who I was in a past 
                         life.

                                     AUDREY
                         I never said anything about believing 
                         in psychics.

                                     JERRY
                         Don't you?

                                     AUDREY
                         Not really.

                                     LEON
                         Besides hearing voices, what else is 
                         new.

                                     AUDREY
                         Nothing really.  Hayden tried to ask 
                         me out.
                              (beat)
                         God, that guy's annoying.

                                     JERRY
                         Tell me about it.  I have to work 
                         with the twat.

                                     LEON
                         Who are we talking about?

                                     AUDREY
                         Hayden Madison.

                                     LEON
                         Never met the guy.

                                     JERRY
                         You should consider yourself lucky.

                                     LEON
                         What's so bad about him?

                                     AUDREY
                         He's dumb, annoying, egotistical...

                                     JERRY
                         And those are his redeeming qualities.  
                         He and his brother

                                     AUDREY
                         There are more of them?

-----------------------------------------------------------------------------------------------------
                                                                        16.


                                     JERRY
                         Don't worry, his brother's out of 
                         college.

                                     AUDREY
                         Who's his brother?

                                     JERRY
                         Humphrey, he manages the store.

                                     AUDREY
                         Oh right I've seen him.
                              (beat)
                         He's the guy whose been employee of 
                         the month for about a year?

                                     JERRY
                         Two years actually, funny thing is 
                         he's the one who has final say in 
                         that.

                                     AUDREY
                         Ooh, a scandal.

               They laugh.

                                     JERRY
                         Hey, anyone have the time?

               Audrey looks at her watch.

                                     AUDREY
                         Yeah, it's 5:03.

                                     JERRY
                         Shit, I was supposed to be at work 
                         by five.

               He hands Audrey Mutts leash.

                                     JERRY (CONT'D)
                         Here take Mutt.  All you have to do 
                         is just walk them around the block 
                         then drop them at my house.

               He leans over and pets the two dogs.

                                     JERRY (CONT'D)
                         Mutt, Dog, you two behave.

               He rushes off.

               Audrey and Leon walk the dogs.

               Audrey holds Mutt - a medium size dog, while Leon holds Dog 
               a relatively small dog.

-----------------------------------------------------------------------------------------------------
                                                                        17.


                                     LEON
                         Could we possibly switch dogs?

                                     AUDREY
                         Why?  Do small dogs emasculate you?
                              (beat)
                         Cause you know how ridiculous you'd 
                         sound if you said that, right?

                                     LEON
                         It's not that.

                                     AUDREY
                         Then what is it?

                                     LEON
                         To be honest, I have an acute fear 
                         of them.

                                     AUDREY
                         Of dogs?

                                     LEON
                         No just small ones.

               Audrey laughs and hands him Mutt's leash.

               He hands her Dog's.

                                     AUDREY
                         And to think I've known you eight 
                         years and never knew you were afraid 
                         of dogs.  No wait, just small dogs.

                                                                    CUT TO:

               INT. CONVENIENCE STORE - DAY

               Hayden and Jerry stand at one end of the isle preparing to 
               race with mops.

                                     HAYDEN
                         Oh it's go time, little man.

               They start to race.

               Hayden leads in front of Jerry.

                                     JERRY
                         You're so slow.

               Hayden stops.

                                     HAYDEN
                         No, I'm not I mean…

               He starts again.

-----------------------------------------------------------------------------------------------------
                                                                        18.


               Jerry slides to the finish line.

                                                                    CUT TO:

               INT. JERRY'S ROOM  DAY

               Jerry and May sit on his bed making out.

               May pulls away.

                                     MAY
                         Hey, could you hold on a sec.

                                     JERRY
                         Sure

                                     MAY
                         Sorry about this, just need a drink.

                                     JERRY
                         Don't worry about it.  Just hurry, 
                         alright?

                                     MAY
                         Alright.

               She smiles and kisses him.  Then gets up to leave.

                                                                    CUT TO:

               INT. HALLWAY  DAY

               May walks down the hallway.

                                                                    CUT TO:

               INT. LILLITH'S ROOM - DAY

               Lillith is sitting her chair with a pad of paper on her lap.  
               There are several crumbled papers around her.  She seems to 
               be in deep thought.  Suddenly she is hit with a brilliant 
               idea.  She writes something down.

                                     LILLITH
                              (reading)
                         I believe that love… is not limited 
                         to conventional ideas.

               She smiles and leans back in the chair.

               She begins to relax, as if she is done now that she has her 
               line.

                                     MAY (O.S.)
                         That was really good.

               Lillith looks up to see May standing in the doorway.

-----------------------------------------------------------------------------------------------------
                                                                        19.


               Lillith smiles.

                                     LILLITH
                         Thanks.

               May smiles and then leaves.

                                                                    CUT TO:

               INT. JERRY'S ROOM  DAY

               Jerry waits.  Apparently bored out of his mind.  May returns.

                                     JERRY
                         You forgot your drink

                                     MAY
                         What drink?
                              (beat)
                         Oh, that I forgot.

                                     JERRY
                         Ah I see.

               She sits back down on his bed.  Her thoughts are obviously 
               elsewhere.

               Jerry leans into kiss her.  But she draws back.

                                     MAY
                         I'm not really in the mood, sorry 
                         about this.

               Jerry sighs.  May gets up to leave.

                                     MAY (CONT'D)
                         I'm sorry Jerry, I just don't feel 
                         like doing this now… She throws her 
                         hoodie on and leaves.

                                                                    CUT TO:

               INT. SCHOOL - HALLWAY -- DAY

               Jerry grabs books out of his locker, Leon walks up behind 
               him.

                                     LEON
                         So how are things with May.

                                     JERRY
                         They're pretty well.

                                     LEON
                         Any chance you'll break up?

               Jerry glares at him.

-----------------------------------------------------------------------------------------------------
                                                                        20.


                                     JERRY
                         Now why the hell'd you say that.

                                     LEON
                         It's not going to last forever, so 
                         how long?

                                     JERRY
                         I don't see how this concerns you.

                                     LEON
                         I just like to know shit like this.

                                     JERRY
                         Well get your own girlfriend.

                                     LEON
                         I've tried.  So if you weren't dating 
                         May who'd you go out with?

                                     JERRY
                         That's hard to say

                                     LEON
                         What about Audrey?

                                     JERRY
                         You've got to be kidding me.

                                     LEON
                         And you haven't been the least 
                         curious?

                                     JERRY
                         It's crossed my mind, but she knows 
                         me, so I doubt she'd say yes.

               Why don't you ask her?

                                     LEON
                         I don't think she's that attractive.

                                     JERRY
                         You don't think any girl is 
                         attractive.

                                     LEON
                         Fuck you.  There is at least one 
                         girl I think is hot.

                                     JERRY
                         Really who?

                                     LEON
                         I'd rather not say.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        21.


               INT. SCHOOL - HALLWAY - DAY

               May and Leon walk down the hall.

                                     LEON
                         It's as simple as that.

                                     MAY
                         I still don't follow.

                                     LEON
                         It doesn't really matter.
                              (beat)
                         Your still going out with Jerry?

               May sighs.

                                     MAY
                         Yeah.

                                     LEON
                         Damn.

                                     MAY
                         You know, you're a nice guy.

                                     LEON
                         Right, a good friend.

                                     MAY
                         Exactly.  I mean I can really talk 
                         to you.

                                     LEON
                         That's wonderful.  So if you and 
                         Jerry ever break up would you be 
                         interested in… She continues to talk.

                                     MAY
                         And I'm glad we can just be friends.

                                     LEON
                         But...

               She leaves.

               Leon sighs and turns around.

               He runs into Audrey.

                                     AUDREY
                         Well you've hit a new low.

                                     LEON
                         What, she's dating Jerry.  I give it 
                         a week tops.

-----------------------------------------------------------------------------------------------------
                                                                        22.


                                     AUDREY
                         And trying to get her to break up 
                         with him is any better?

                                     LEON
                         I'm doing them a favour.

                                     AUDREY
                         No, your doing yourself one.

                                     LEON
                         Hey nobody said that personal gain 
                         was bad.

                                     AUDREY
                         It is if forget it.

               Leon starts to leave.

                                     LEON
                         Well I have to head to class, see 
                         ya.

                                                                    CUT TO:

               INT. SCHOOL  LIBRARY  DAY

               Lillith sits at a desk she is engaged in her books.  May 
               sits down next to her.

                                     MAY
                         Hey…

               Lillith looks up at her.

                                     LILLITH
                         Hey…

               She continues to read.

                                     MAY
                         So what are you reading?

               Lillith looks up.

                                     LILLITH
                         Oh, this.  Fight Club.

                                     MAY
                         I love that movie… Oh my god Brad 
                         Pitt was so just wow.

               Lillith laughs.

                                     LILLITH
                         I do hope you're kidding…

-----------------------------------------------------------------------------------------------------
                                                                        23.


                                     MAY
                         Oh yeah, I am.  I'm more an Ed Norton 
                         girl, myself.  And you?  Brad or Ed?

                                     LILLITH
                         Hmm May looks at her.

                                     MAY
                         Well come on if you had to choose 
                         one of them.

                                     LILLITH
                         Well… hmmm, I'm not sure how…

                                     MAY
                         You have to like someone from that 
                         flick.
                              (beat)
                         Wait, you're not a Bobert girl, are 
                         you?

                                     LILLITH
                         Oh no, nothing like that.

               Lillith continues to read.

                                     MAY
                         Then what is it ?

                                     LILLITH
                         To be honest I'm more of a Singer 
                         girl, myself.

               May looks at her a bit surprised.

                                     MAY
                         Singer?  As in Marla Singer?

               Lillith nods.

                                     LILLITH
                         Yeah, as in Marla Singer.

                                     MAY
                         Are you…?

                                     LILLITH
                         A lesbian?
                              (beat)
                         Yeah.  That doesn't bother you, does 
                         it?

               May shakes her head.

                                     MAY
                         Oh not at all.  Jerry just never 
                         mentions anything about you.

-----------------------------------------------------------------------------------------------------
                                                                        24.


               Lillith puts down her book.

                                     LILLITH
                         Yeah, we barely talk.

               May nods.

                                     MAY
                         I see.
                              (beat)
                         So when did you know.

                                     LILLITH
                         Know what?  Oh that, hmmm, a couple 
                         years now.  I've been out since 10th

                                     MAY
                         Really, what'd people say?

                                     LILLITH
                         Not a lot really.  I got a lot of "I 
                         so knew that" and "we'll love you no 
                         matter what." I mean you always have 
                         the homophobes and yeah, I hate to 
                         think about it, but a couple of my 
                         friends stopped talking to me.  My 
                         best friend at the time included.

               May sighs.

                                     MAY
                         Oh, I'm sorry…

                                     LILLITH
                         Don't be it's in the past.

               May moves closer.

                                     MAY
                         Well I know, but still…

               There is a small pause between them.

               The bell rings.

                                     MAY (CONT'D)
                         Well I have to head to class.  Can't 
                         be late again, Mr. Monroe, you know 
                         how he is.

                                     LILLITH
                         Yeah, well it was cool talking, see 
                         you around.

                                     MAY
                         See ya.

-----------------------------------------------------------------------------------------------------
                                                                        25.


               May leaves.

                                                                    CUT TO:

               INT. SCHOOL  AUDREY'S LOCKER  DAY

               Audrey sets her bags in her locker and throws her backpack 
               over her shoulder.  She turns around to see Leon standing 
               there.

                                     AUDREY
                         Oh, Leon, I didn't see you there

                                     LEON
                         Haha, yeah it's my ninja skills.  
                         They're tight.

                                     AUDREY
                         Weirdo

                                     LEON
                         Yet you still hang out with me, so I 
                         may be a weirdo, but what does that 
                         say about you?

               Audrey laughs.

                                     AUDREY
                         So what'd you need?

                                     LEON
                         You know that test in Monroe's room?

                                     AUDREY
                         Oh god don't remind me.

                                     LEON
                         Yeah, that stupid thing.  Maybe Jerry, 
                         you, and me could study for it.  I 
                         dunno maybe it'd help.

                                     AUDREY
                         Yeah, sounds like a good idea.

                                     LEON
                         Coolio.

                                     AUDREY
                         Yeah, so where do you want to study?  
                         Your house, my house, Jerry's?

                                     LEON
                         I was thinking more like the river 
                         bank.  It's a nice day out, you know.

-----------------------------------------------------------------------------------------------------
                                                                        26.


                                     AUDREY
                         Alright, so today after school.  
                         What time?

                                     LEON
                         Howabout around 3 or 3:30

                                     AUDREY
                         Alright.

                                     LEON
                         Oh and don't mention anything to 
                         Jerry, you know.

                                     AUDREY
                         That you're trying to hook up with 
                         his girlfriend.  Don't worry about 
                         it.
                              (under her breathe)
                         You're only fooling yourself.

               He heads off and Audrey shuts her locker.

                                                                    CUT TO:

               EXT. RIVERBANK  DAY

               Jerry stands by the river bank, his pocket stuffed in his 
               jacket, he looks around.

               He pulls his hands out of his pocket and glances at his watch.  
               3:35

                                     JERRY
                         He should be here by now, what gives.

               He turns around to see Audrey standing there.

                                     JERRY (CONT'D)
                         Oh hey, you're here?  You seen Leon?

                                     AUDREY
                         No, I thought he was coming with 
                         you.

                                     JERRY
                         He said he'd be coming with you.

               Audrey sits down on the banks, she puts her backpack down 
               beside her.  Jerry sits down beside her.

                                     AUDREY
                         I guess we should get started.

               Jerry pulls out his book.

-----------------------------------------------------------------------------------------------------
                                                                        27.


                                     JERRY
                         So what do you want to cover today?

                                     AUDREY
                         Howabout we study the first two parts 
                         of the chapter today and the other 
                         two parts tomorrow?

                                     JERRY
                         Sounds like a plan.

               He looks over at Audrey.

                                     AUDREY
                         Yeah?

               Jerry quickly turns away.

                                     JERRY
                         Oh nothing.

               Audrey looks at him conspicuously, shakes her head, and goes 
               back to studying.

                                     AUDREY
                         You have any idea where Leon is.

                                     JERRY
                         Not a clue.

               Audrey sighs.  Jerry moves closer.

                                     AUDREY
                         You know, at times I just don't get 
                         that guy.

                                     JERRY
                         I don't think he gets himself.

               Audrey laughs.

                                     AUDREY
                         He is an odd little fellow.

                                     JERRY
                         Yeah, how true.  Hard to imagine 
                         who'd date him.
                              (beat)
                         You wouldn't, would you?

                                     AUDREY
                         Honestly?

                                     JERRY
                         Sure, why not.

-----------------------------------------------------------------------------------------------------
                                                                        28.


                                     AUDREY
                         I could see myself going out with 
                         him, if I wasn't so sure he was a 
                         closet case.

               Jerry looks at her.

                                     JERRY
                         What, Leon?  I mean sure he's a bit 
                         faggy at times...
                              (beat)
                         No, wait, he's faggy most of the 
                         times.  But he's not a closet case.
                              (beat)
                         Wait, yeah, I think he is.

               Audrey laughs.

                                     AUDREY
                         I feel so accomplished, sitting here 
                         questioning our friends sexuality.

                                     JERRY
                         Yeah, but hey he skipped out on us.

                                     AUDREY
                         True, true.
                              (beat)
                         You know what?

                                     JERRY
                         Yeah?

                                     AUDREY
                         I'm thinking he planned for this to 
                         just be the two of us.

                                     JERRY
                         What makes you say that.

                                     AUDREY
                         Oh come on, don't you watch movies, 
                         or tv?  Or even read books.  It's a 
                         perfect example of a classic romantic 
                         device.  A friend sets two initially 
                         platonic friends up, in hopes they'll 
                         get together.

                                     JERRY
                         Do you think his ingenious plan will 
                         work?

               There is a moment when the two of them look at each other.

               Audrey laughs.

-----------------------------------------------------------------------------------------------------
                                                                        29.


                                     AUDREY
                         I don't know what May would have to 
                         say about that.

                                     JERRY
                         She'd murder me, I know it.
                              (beat)
                         And I have a feeling, most of my 
                         exes would bring a shovel.

               He laughs.

                                     JERRY (CONT'D)
                         So, out of curiosity, what kind of 
                         guys strikes your fancy?

                                     AUDREY
                         Strikes my fancy?  Wow, you do hang 
                         around Leon way too much.
                              (beat)
                         You know I'm not really sure.  I 
                         mean I'd like someone whose casual, 
                         down to earth, of course sensitive, 
                         but also able to hold his own.  
                         Someone who is outgoing and somewhat 
                         athletic as well.
                              (beat)
                         Someone that who I'm with, I don't 
                         feel like I have to impress with a 
                         facade, but someone who when I'm 
                         with him, everything simply seems, 
                         well perfect.

               Jerry turns towards her.  She looks at him for a while then 
               turns away.

                                     AUDREY (CONT'D)
                         But every time it seems I've found 
                         this guy, he draws away.  Maybe I'm 
                         chasing just an idea.

                                     JERRY
                         Or maybe you're simply not looking 
                         in the right place.

                                     AUDREY
                         Perhaps there is no right place.

                                     JERRY
                         Don't say that.

               Jerry moves closer to her.  He stands up and takes a breath.  
               She stands up next to him.

               He holds her hands in his.  She looks at him.

-----------------------------------------------------------------------------------------------------
                                                                        30.


                                     AUDREY
                         I've tried.

               Jerry draws in for a kiss.  But instead he embraces her.

                                     JERRY
                         There is a guy out there for you, I 
                         know that for a fact.  You'll find 
                         that guy who you take his breath 
                         away.  Who when you're with everything 
                         will seem, well perfect.

                                     AUDREY
                         Thanks, that helped, wow, when did 
                         you get so emotional?

                                     JERRY
                         Hey, I have a sensitive side too.

                                     AUDREY
                         Yeah, and it's really sweet.  I like 
                         it.

               Jerry looks content.

                                     AUDREY (CONT'D)
                         Hey, sorry to ruin this little mood, 
                         but do you have the time?

               Jerry looks at his watch.

                                     JERRY
                         Yeah it's 6:30.

                                     AUDREY
                         Oh yikes, I was suppose to be home 
                         an hour ago.

                                     JERRY
                         Damns, and if your parents don't 
                         hate me enough.

                                     AUDREY
                         They don't hate you, just don't like 
                         you that's all.

                                     JERRY
                         They're loss.

               Audrey laughs.

                                     AUDREY
                         Yeah, yeah it is.  Well I gotta get 
                         going, byes.

               She heads off.

-----------------------------------------------------------------------------------------------------
                                                                        31.


               Jerry gathers his stuff and throws his backpack over his 
               shoulder.

               He turns to go home and almost runs into Leon.

                                     LEON
                         So, how'd it go.

                                                                    CUT TO:

               INT. LEON'S HOUSE - BASEMENT -- LATER

               Leon and Jerry sit playing video games.

                                     LEON
                         So what happened tonight?

               Jerry looks at him.

                                     JERRY
                         You set that up, didn't you?

                                     LEON
                         Guilty.
                              (beat)
                         So how'd it work out?

                                     JERRY
                         We didn't kiss, if that's what your 
                         alluding too.  I mean I have a 
                         girlfriend, and well it just wouldn't 
                         of felt right.

                                     LEON
                         How incredibly noble, I'm impressed 
                         to say the least.  It seems so out 
                         of character for you.

                                     JERRY
                         Yeah, well hey, I surprised even 
                         myself.
                              (beat)
                         So tomorrow, we'll try studying for 
                         the test at my house?

                                     LEON
                         Aight.

                                                                    CUT TO:

               INT. JERRY'S ROOM - DAY

               Leon, May, Audrey and Jerry, holding a box of donuts, walk 
               in.

               The three look around his room.

-----------------------------------------------------------------------------------------------------
                                                                        32.


               Leon picks up a copy of "Pretty in Pink" lying on the 
               bookshelf.

                                     LEON
                         "Pretty in Pink"?  And you call me 
                         gay?

                                     JERRY
                         Don't burn the classics, Mr.

               "People's" magazine...

                                     AUDREY
                         What?

                                     LEON
                         Nothing, nothing.  "Pretty in Pink's" 
                         a great flick.

                                     MAY
                         Anyway shouldn't we actually study?

                                     AUDREY
                         I guess.

               A few moments later they still stand around.

               Jerry holds out the box of donuts.

                                     JERRY
                         Donut?

               Everyone takes one except Leon.

                                     JERRY (CONT'D)
                         Leon, you want a donut?

                                     LEON
                         I'm not really fond of donuts.

                                     MAY
                         Really?

                                     LEON
                         Actually I haven't had one in six 
                         years.

                                     AUDREY
                         Sure...

                                     JERRY
                         Why?

                                     LEON
                         Ever seen "The Fly", the Cronenberg 
                         remake, not the original?

-----------------------------------------------------------------------------------------------------
                                                                        33.


                                     JERRY
                         No.

                                     LEON
                         Well there's a scene with the main 
                         character, half mutated into a fly, 
                         grabs a jelly donut, pukes on it, 
                         and slurps it up.
                              (beat)
                         I get sick just thinking about the 
                         scene.  Great movie, by the way.

               The others look disgusted and throw the donuts back in the 
               box.

                                                                    CUT TO:

               INT. CLASS ROOM - DAY

               In the class Leon, Audrey, and Jerry sit in the seats next 
               to each others.

               Leon pulls out a dog sculpture and a mini-radio.

               Audrey and Jerry pass notes.

               The teacher, MR. MONROE (35) talks to the class.

                                     MR. MONROE
                         You have 30 minutes.  Beginning...

               He looks at the clock, it hits 2:45.

                                     MR. MONROE (CONT'D)
                         Now.

               The students begin to furiously scribble down their answers.

                                     MR. MONROE (CONT'D)
                         This test counts for half your 
                         grade...

               He readies a coffee pot that sits on his desk.

                                     MR. MONROE (CONT'D)
                         Oh, but Mr. Monroe that's not 
                         important.
                              (beat)
                         Wrong.

               He takes a sip.

                                     MR. MONROE (CONT'D)
                         It could mean a matter of life and 
                         death.

               He takes a sip - the clock slowly ticks away.

-----------------------------------------------------------------------------------------------------
                                                                        34.


                                     MR. MONROE (CONT'D)
                         Well not death exactly but scholastic 
                         failure which will inevitably 
                         determine what college you go to, 
                         and how well you succeed.  If you 
                         fail this, you'll find yourself on a 
                         downward spiral.

               He takes another sip.

                                     MR. MONROE (CONT'D)
                         A fate worse then death.

               He looks at the clock and takes another sip.

                                     MR. MONROE (CONT'D)
                         You may laugh at me now, but I can 
                         guarantee at least a third of you 
                         will be pumping my gas in the next 
                         five years.
                              (beat)
                         A cruel thought, yes.  But true none 
                         the less.  You'll take some low paying 
                         job, "it's only to pay for tuition" 
                         but they don't.  You take another 
                         job - your studies fail.Am I getting 
                         through to any of you?  You drop out 
                         of college, continue that piss poor 
                         job, get married, have kids, and 
                         before you know it...

               The clock hits 3:15 - the bell rings.

               Jerry's pencil breaks.

               Mr. Monroe takes his final sip sets his cup down.

                                     MR. MONROE (CONT'D)
                         You're finished.

               The class relaxes.

                                                                    CUT TO:

               INT. SCHOOL HALLWAY - LOCKER - DAY

               Leon gathers stuff from his locker.

               Jerry stands by him.

                                     LEON
                         You and Audrey really should consider 
                         going out.

                                     JERRY
                         I'd love to.

-----------------------------------------------------------------------------------------------------
                                                                        35.


                                     LEON
                         Then why don't you?

                                     JERRY
                         Because she deserves better.

                                     LEON
                         Well maybe if you tried a bit harder.

                                     JERRY
                         Like what?

                                     LEON
                         I don't know, write a poem or 
                         something.

                                     JERRY
                         I'm not an artsy type.

                                     LEON
                         Well, you could always "borrow" one 
                         from your sister.

                                     JERRY
                         I'm not sure.

                                     LEON
                         Trust me.

               He closes the locker.

                                                                    CUT TO:

               INT. LILLITH'S ROOM  DAY

               Leon and Jerry walk into her room.

                                     JERRY
                         You son of a bitch, Leon, I don't 
                         know why you talked me into this.

                                     LEON
                         You want Audrey, don't you?

                                     JERRY
                         Well yeah.

               Leon sorts through her things.

                                     LEON
                         Here's something.
                              (beat)
                         Your soft lips pressed against mine… 
                         Hey, this is pretty hot.

               Jerry looks on in horror.

-----------------------------------------------------------------------------------------------------
                                                                        36.


                                     LEON (CONT'D)
                         Your body…

                                     JERRY
                         Stop reading that.

                                     LEON
                         Hey look, there's pictures.

               He turns to show Jerry.

                                     JERRY
                         Oh shit.

                                     LEON
                         I'm just fucking with you.

                                     JERRY
                         Oh god, I'm going to be scarred for 
                         life.
                              (beat)
                         I'm going to be thinking of this 
                         poem every time I see my sister.

                                     LEON
                         Sucks for you.

               He stuffs the paper in his pocket.

                                     JERRY
                         Well let's find some poems we can 
                         use and get out of here.

                                     LEON
                         So what exactly is your sister into?

                                     JERRY
                         Writing and girls for all I know.

                                     LEON
                         It's strange how you can know someone 
                         for so long…

                                     JERRY
                         No, no it isn't.

                                     LEON
                         There's a lot of stuff you don't 
                         know about me.

                                     JERRY
                         I doubt it.

               Leon opens one of Lillith's closet.

                                     LEON
                         I don't eat meat.

-----------------------------------------------------------------------------------------------------
                                                                        37.


                                     JERRY
                         I think you do.

               Leon pauses.

                                     LEON
                         How original...

                                     JERRY
                         At least I'm not in denial.

               Leon grabs a stack of papers.

                                     LEON
                         I found them.

                                                                    CUT TO:

               EXT. AUDREY'S HOUSE - DAY

               Jerry places the poem in the mailbox and leaves.

               A couple of seconds later Audrey picks up the mail.  She 
               opens it and smiles, then closes the envelope.

               She heads back inside.

                                                                    CUT TO:

               INT. SCHOOL WALL  DAY

               Leon, Audrey, and Jerry lean against the wall.

                                     AUDREY
                         I can't describe it.

                                     LEON
                         How about… simply brilliant.

                                     AUDREY
                         I know.

                                     JERRY
                         They must really like you.

                                     AUDREY
                         Yeah, she does.

                                     JERRY
                         She?

               Audrey pulls the poem out of her pocket.

                                     AUDREY
                         Yeah, it's by Lillith.

-----------------------------------------------------------------------------------------------------
                                                                        38.


                                     JERRY
                         Son of a bitch.

                                     AUDREY
                         What?

                                     JERRY
                         Nothing, forget about it.

               He leaves.

                                     LEON
                         You do know he sent that poem, right?

                                     AUDREY
                         Oh piss.

                                                                    CUT TO:

               INT. SCHOOL HALLWAY - DAY

               Leon and May walk through the halls to class.

                                     LEON
                         And love will prevail.

                                     MAY
                         You're such a hopeless romantic.

                                     LEON
                         No, I'm a comedian because I see the 
                         folly of my ways.

                                     MAY
                         So love is a joke?

                                     LEON
                         For most guys, yes.
                              (beat)
                         So how are things with you and Jerry?

                                     MAY
                         Fine.
                              (beat)
                         Hey, you wouldn't be interested in 
                         coming to my art exhibit, it's for 
                         my senior project.

                                     LEON
                         Sure.  What type?

                                     MAY
                         It's a style I call "Surreal Post 
                         Neo Abstraction."
                              (beat)
                         The exhibits Saturday.

-----------------------------------------------------------------------------------------------------
                                                                        39.


                                     LEON
                         Sounds great.

                                                                    CUT TO:

               EXT. RIVERBANK  DAY

               Jerry sits by the riverside.

               Audrey walks up next to him.

                                     AUDREY
                         What the fuck were you thinking?

                                     JERRY
                         I don't know, I wasn't.

                                     AUDREY
                         And why did you use you're sisters 
                         poetry?

                                     JERRY
                         It was Leon's idea.

                                     AUDREY
                         I really don't know what to say.

                                     JERRY
                              (starts to read from 
                              another poem)

                                     AUDREY
                         That's wonderful.

                                     JERRY
                         And I find myself…

               He pulls out a piece of paper.

                                     JERRY (CONT'D)
                         Longing for your…

                                     AUDREY
                         You're reading off her paper again, 
                         you cheap bastard.

                                     JERRY
                         Come on.
                              (beat)
                         Well at least take this.

               He hands her a note.

               She turns it over.

-----------------------------------------------------------------------------------------------------
                                                                        40.


                                     AUDREY
                         It says her name right on the paper.
                              (beat)
                         I give up.

               She leaves.

                                                                    CUT TO:

               INT.. LEON'S BASEMENT  DAY

               LEON and JERRY sit playing video games.

                                     LEON
                         So the poems didn't work?

                                     JERRY
                         Well they did succeed in making her 
                         believe I'm an asshole.

                                     LEON
                         You need to try something different, 
                         something original and grandiose.  
                         I'll try to think of something.

                                     JERRY
                         And anything you think of always 
                         ends up in disaster.

                                     LEON
                         Yeah, but I need the laugh.

                                                                    CUT TO:

               INT.  CONVENIENCE STORE - DAY

               The store is nearly empty.  Humphrey's office door is closed.  
               Jerry runs a loaf of bread continuously through the register.  
               Hayden is fixated on a display.

                                     HAYDEN
                         It's art, that's all I can say.

               Jerry looks over.

                                     JERRY
                         It's  just a fucking display.

                                                                    CUT TO:

               EXT. CONVENIENCE STORE - DAY

               A mini van pulls into the parking lot.  It pulls into a space.  
               A middle aged woman - Mariam - steps out.  She wears a black 
               coat and has her hand shove into the pocket.

               She pulls out a cigarette and lights it.

-----------------------------------------------------------------------------------------------------
                                                                        41.


                                     MARIAM
                         It's a quick job, I'm in and I'm 
                         out.  Whatever it takes.

               She continues towards the store.

                                     MARIAM (CONT'D)
                         Whatever it takes.

                                                                    CUT TO:

               INT. CONVENIENCE STORE - DAY

               Hayden continues to stare at the display.

                                     HAYDEN
                         But it's crafted, so symmetrical, 
                         so.... so... so perfect.

               Jerry shakes his head.

                                     HAYDEN (CONT'D)
                         I'm a fucking artist.

               Jerry chucks the loaf of bread at the display and it comes 
               crashing down.

                                     JERRY
                         You're a fucking moron.

               Hayden bends over and begins re-stacking the display.

               The bell rings on the door and Mariam enters the store.

               Hayden looks up.

                                     HAYDEN
                         Hello can we help you?

               Mariam glances quickly around.

                                     JERRY
                         Ma'am?

                                     MARIAM
                         I, I, I...

               She jets out a tattered bag.

                                     MARIAM (CONT'D)
                         Money, I need money.

               No one replies.

                                     MARIAM (CONT'D)
                         I don't have a lot of time here, 
                         clocks ticking.  Open the register.

-----------------------------------------------------------------------------------------------------
                                                                        42.


               They continue to stare at her.

               She pulls out a gun.

                                     MARIAM (CONT'D)
                         I said open the register!

                                     HAYDEN
                         Holy fuck!

               She points the gun at him.  He hides behind the display.

                                     MARIAM
                         Watch you're mouth, young man.  It's 
                         not very becoming.

               Jerry opens the register.

                                     JERRY
                         O.k O.k

               The register rings, and Humphrey opens the office door and 
               steps out with a clipboard in hand.

                                     HUMPHREY
                         Is that money I hear coming to.

               Mariam turns the gun on him.

                                     HUMPHREY (CONT'D)
                         To... gaahhhh!

               He chucks the clipboard and turns back around and shuts the 
               door.  The lock is heard clicking.

               Hayden mutters under his breath

                                     HAYDEN
                         That dumb bastard.

               Mariam holds out the bag and Jerry proceeds to put the money 
               in.  She nervously glances around.

               Jerry finishes filling the bag and she grabs it back, then 
               leaves.

               The two take a moment to regain their composure.

                                     HAYDEN (CONT'D)
                         You alright?

               Jerry jumps back a second.

                                     JERRY
                         Yeah, I think so, you?

-----------------------------------------------------------------------------------------------------
                                                                        43.


                                     HAYDEN
                         Yeah, a little shaken, that's all.

               Hayden turns to the office door.

                                     HAYDEN (CONT'D)
                         It's alright to come out now.

               The door is heard unlocking, and Humphrey nervously steps 
               out.  He looks around.

                                     HUMPHREY
                         That's coming out of your paycheck, 
                         Jerry.

                                                                    CUT TO:

               INT. JERRY'S BASEMENT  DAY

               Leon and Jerry sits on the couch.  They seem engaged in their 
               game.  Jerry seems relatively still shaken from the robbery.  
               A 12 pack of coke sits at their feet.

                                     LEON
                         An old woman.  I still can't believe 
                         it.  You're store got robbed by an 
                         old woman.  That's just, wow, just 
                         fucking wow.

               Jerry takes a drink and chucks the empty can on the floor.

                                     LEON (CONT'D)
                         Hey, don't throw that shit on my 
                         floor.

                                     JERRY
                         Hey I could of died today, you know.

                                     LEON
                         Cracker, please.

                                     JERRY
                         Cracker, please, nothing.  I seriously 
                         could of died.

                                     LEON
                         I doubt that.  And you're not dead 
                         now.  So don't flip out over the 
                         past.  What'd Audrey think if she 
                         saw you freaking out like this.
                              (beat)
                         That ain't how my crackaz roll.

               He takes a sip of coke.

-----------------------------------------------------------------------------------------------------
                                                                        44.


                                     LEON (CONT'D)
                         Damn this stuff is good.  You know 
                         what'd be good right about now?

                                     JERRY
                         No, what.

                                     LEON
                         Hand me your cell.
                              (beat)
                         I feel like throwing a party.

                                     JERRY
                         But this is my house!

                                     LEON
                         I know.

               He picks up a stereo remote and hits play.  "Tornado" by 
               Mindless Self Indulgence begins playing.  He flips open the 
               cell.

               The next shot is of several people dancing and partying to 
               music.  Among them are May and Audrey.

               May seems thoroughly engaged in the party.

               Jerry and Leon stand together, looking at the small crowd.

                                     LEON (CONT'D)
                         Hey look there's Audrey.

                                     JERRY
                         Yeah I see, what about her?

                                     LEON
                         You know you want her.

               Jerry looks at him and sighs.

                                     LEON (CONT'D)
                         HEY AUDREY!

               Audrey looks up and smiles.  She wanders over.

                                     AUDREY
                         Jerry, party kicks, why'd you throw 
                         it?

               Jerry motions to Leon.

                                     JERRY
                         Leon threw it.

                                     AUDREY
                         In your house?

-----------------------------------------------------------------------------------------------------
                                                                        45.


               Leon nods.

                                     AUDREY (CONT'D)
                         Nice, Leon, nice.
                              (beat)
                         So what possessed you to throw it, 
                         anyhow?

                                     LEON
                         When you need to throw a party, you 
                         need throw a party.  And hey, it's 
                         not every day your best friend dodges 
                         a bullet.

               He looks over and motions to a crowd, as though he knows 
               them.  He dances over.

                                     AUDREY
                         What's he talking about?

                                     JERRY
                         Oh it's nothing really.  Store got 
                         robbed today.  It's nothing really.

               Audrey does a double take.

                                     AUDREY
                         Oh my god, are you alright?

                                     JERRY
                         Yeah, I'm fine.

               Audrey sighs.

                                     AUDREY
                         That's good, must have been freaky 
                         though.

               Jerry laughs.

                                     JERRY
                         Yeah, Humphrey just about pissed his 
                         pants.

               Audrey laughs.

                                     AUDREY
                         So I take it now, you're out living 
                         life to the fullest.

                                     JERRY
                         Yes, living everyday as if it were 
                         my last.  Oh and trying not to piss 
                         off as many old ladies as possible.

               In the background some guy runs by with a pair of pants.

-----------------------------------------------------------------------------------------------------
                                                                        46.


                                     JERRY (CONT'D)
                         Hey have you seen May around anywhere?

               Audrey takes a quick glance around.

                                     AUDREY
                         Sorry, can't say that I have.  By 
                         the way how've things been with you 
                         two.

                                     JERRY
                         Alright, I guess.

                                     AUDREY
                         Guessing is never a good thing.

                                     JERRY
                         Ah true…

                                     AUDREY
                         I mean, uncertainty like that can 
                         mean you guess I falling out…

                                     JERRY
                         That inspires confidence…

                                     AUDREY
                         I'm just saying

                                     JERRY
                         Yeah, I know what your saying.  Still 
                         I just don't want to think about it.

                                     AUDREY
                         Yeah, I can see why you wouldn't 
                         want to.  Do you really love her, or 
                         are you just afraid of being alone?

               Pause.

                                     JERRY
                         You know, I think I see May over 
                         there.

               He starts to head over.

                                     AUDREY
                         You are so fucking impossible, Jerry.

               She turns around to see a guy standing there in boxers.

                                     GUY IN BOXERS
                         You haven't happened to see a pair 
                         of pants around, have you?

               Audrey looks at him.

-----------------------------------------------------------------------------------------------------
                                                                        47.


                                     AUDREY
                         No, but I saw a shirt body surfing a 
                         while back.

                                     GUY IN BOXERS
                         Hahah, thanks for the info.

               He starts to leave.

                                     GUY IN BOXERS (CONT'D)
                         Wait, Audrey?  Audrey Greens?

                                     AUDREY
                         Yeah, wait do I know you?

                                     GUY IN BOXERS
                         Maybe, you probably don't remember 
                         me though…

                                     AUDREY
                         I might, refresh my memory.

                                     GUY IN BOXERS
                         Does the name Bestiality Ben ring 
                         any bells?

               Audrey nods.

                                     AUDREY
                         Holly shit, Bill Feins?

                                     BEN
                         The same.

                                     AUDREY
                         I love how you refer to yourself 
                         with such an unbecoming nickname.

                                     BEN
                         Hey, it's a long sordid and rather 
                         humourous tale.  The nickname has 
                         nostalgia.

                                     AUDREY
                         It makes you sound like an animal 
                         lover.

               Ben laughs.

                                     BEN
                         It's all anyone seems to remember me 
                         by now.  It's my curse.

                                     AUDREY
                         It's your stupidity.  Are you still 
                         banned from that video store?

-----------------------------------------------------------------------------------------------------
                                                                        48.


               Ben looks around.

                                     BEN
                         Oh burn.  No, surprisingly she quit.  
                         Haha how was I suppose to know what 
                         the hell that flick was.  You know 
                         the story right, my friends told me 
                         to ask them if they had any bestiality 
                         films in stock.

                                     AUDREY
                         Yeah I know the story, wow it's hard 
                         to believe it's been three years 
                         since that happened.

                                     BEN
                         Yeah… Hey this is going to sound 
                         kind of odd, given the circumstance, 
                         but would you like to go out sometime?

               Pause.

                                     AUDREY
                         Ummm…

                                     BEN
                         For the record I didn't take my pants 
                         off willingly.  My shirt, that's 
                         another story.
                              (beat)
                         Allo.

                                     AUDREY
                         You see the thing is…

                                     BEN
                         The thing is what?

                                     AUDREY
                         Well…

                                     BEN
                         Ah, I see how it is… He starts to 
                         leave.

                                     AUDREY
                         Ben, wait!

               He stops and turns around.

                                     AUDREY (CONT'D)
                         I guess one date couldn't hurt.

                                     BEN
                         Yes!

-----------------------------------------------------------------------------------------------------
                                                                        49.


                                     AUDREY
                         Just remember to bring clothes.

                                                                    CUT TO:

               INT. JERRY'S ROOM  DAY

               Jerry sits on his bed, his homework scattered all over the 
               place.  He picks up the cordless and dials.

                                                                    CUT TO:

               INT. MAY'S ROOM  DAY

               May's room is a mess, we can see half written poetry and art 
               attempts everywhere.

               The phone rings.  And she picks up.

                                     JERRY (O.S.)
                         Hey May, it's me Jerry.  Parents 
                         aren't home I was wondering if you 
                         wanted to come over

                                                                    CUT TO:

               INT. JERRY'S ROOM  CONTINUED

               Jerry continues to talk.

                                     MAY (O.S.)
                         I don't know… I might be busy

                                     JERRY
                         Come on, I haven't seen you all 
                         weekend.  Please, for me?

                                                                    CUT TO:

               INT. MAY'S HOUSE  DAY

               May sighs and throws on a hoodie.

                                     MAY
                         Alright, I can hang for about an 
                         hour.

                                     JERRY (O.S.)
                         Thanks.

                                     MAY
                         Hey do you know if Lillith is there?

                                     JERRY
                         She should be why?

-----------------------------------------------------------------------------------------------------
                                                                        50.


                                     MAY
                         Oh no reason, she's cool to talk to, 
                         you know

                                     JERRY
                         I guess.

               She makes a hurried attempt to straighten her hair and heads 
               out the door.

                                                                    CUT TO:

               INT. JERRY'S ROOM  DAY

               He puts down the phone and falls back on his bed.  He puts 
               on some headphones and blares the music.

                                                                    CUT TO:

               EXT. JERRY'S HOUSE  DAY

               May walks up the driveway, she's halfway to the door when 
               she's met by Lillith.

                                     LILLITH
                         We really need to talk.

                                     MAY
                         Can it wait?

                                     LILLITH
                         No, look, this is really important, 
                         please.

               She starts to walk to the backyard and May follows.

                                     MAY
                         Yeah, what's this about?

                                     LILLITH
                         I really don't know how to say it, 
                         and I'm not sure if I can.  But I 
                         think I might be falling for you.

                                     MAY
                         Come again?

                                     LILLITH
                         This past week, just talking to you 
                         has been something else.  I can't 
                         describe it.  Every minute I'm not 
                         with you I feel nothing.  I feel 
                         empty.

                                     MAY
                         Ummmm.

-----------------------------------------------------------------------------------------------------
                                                                        51.


                                     LILLITH
                         I know I'm coming on strong.  I don't 
                         even know your sexuality, I know.  
                         But I can't help it.

                                     MAY
                         But Rain…

                                     LILLITH
                         I broke up with her.

               There's a slight pause.  May turns away.

                                     LILLITH (CONT'D)
                         Oh god, I've made a mistake, haven't 
                         I?

               May walks up and grabs her arms and looks her in the eyes.

                                     MAY
                         No, you haven't.  I'm just surprised, 
                         that's all.

                                     LILLITH
                         Really?

                                     MAY
                         Really, I've never had someone take 
                         a chance with me.

               Lillith smiles and they draw closer.  Lillith puts her arms 
               around May.

                                     MAY (CONT'D)
                         I have a confession to make, too.

                                     LILLITH
                         Yeah

                                     MAY
                         You know that girl I told you about 
                         the other day?  The one I said I 
                         think I was falling for, the one who 
                         I'm holding in my arms right now.

                                     LILLITH
                         What about her

                                     MAY
                         I'm completely in love with her.

               They draw in for a long and impassioned kiss.  They draw 
               away slowly.

                                     LILLITH
                         How was that?

-----------------------------------------------------------------------------------------------------
                                                                        52.


                                     MAY
                         Perfect.

                                                                    CUT TO:

               INT. JERRY'S ROOM  DAY

               Jerry paces around his room, he keeps glancing at the phone.

                                     JERRY
                         What could be keeping her?

                                                                    CUT TO:

               INT. SCHOOL  JERRY'S LOCKER

               Jerry puts his books in his locker, Leon comes running down 
               the halls and stops abruptly in front of him.

                                     LEON
                         Holy shit, holy shit, holy shit, 
                         holy-fucking-shit, you're not going 
                         to believe who asked Audrey out.

               Jerry thinks on this for a while.

                                     JERRY
                         Someone asked Audrey out?

                                     LEON
                         That's what I said, but that's not 
                         the kicker, just guess…

                                     JERRY
                         Hmm.

                                     LEON
                         I'll give you a clue…

               He starts to mock-hump the air.

               Jerry turns away.

                                     JERRY
                         Dear god, Leon, I know you're 
                         repressed but still…

               Leon stops.

                                     LEON
                         Hey fuck you too.

                                     JERRY
                         I feel the love.  So who asked her 
                         out.

               Leon continues with the fake air humping.

-----------------------------------------------------------------------------------------------------
                                                                        53.


                                     LEON
                         Oh oh oh yes yes yes, you really are 
                         man's best friend.

                                     JERRY
                         You are one weird fucker, Leon.  
                         PETA would have kicked your ass for 
                         that…

                                     LEON
                         And, but did you get the hint?

                                     JERRY
                         No, all I got was you fake orgasm 
                         like a girl and you might be into 
                         bestiality
                              (beat)
                         Wait, does this have anything to do 
                         with Bill Feins?

               Leon nods.

                                     LEON
                         Yes, yes it does.

                                     JERRY
                         Bill Feins asked Audrey out?

                                     LEON
                         Yes.  And you ready for the real 
                         kicker…
                              (beat)
                         She said yes.

                                                                    CUT TO:

               INT. BILLS HOUSE  DAY

               A stereo blast a song in gusto as Bill Starts dancing around 
               his house.

               He prepares for his date with Audrey in a montage that plays 
               to the rhythm of the song.

                                                                    CUT TO:

               INT. AUDREY'S HOUSE - EVENING

               Audrey rushes to get ready.

                                     AUDREY
                         Hey mom, have you seen my purse?

               Her mom yells back from downstairs.

                                     MRS.SHORE
                         Check the living room.

-----------------------------------------------------------------------------------------------------
                                                                        54.


                                     AUDREY
                         Thanks mom.

               The doorbell rings.

                                     AUDREY (CONT'D)
                         It's him, tell him to hold on a 
                         second.

               Downstairs, Audrey's mom answers the door.

               Bill Fines, looking well groomed, and dressed, stands at the 
               door.

                                     MRS.SHORE
                         Come in...

                                     BILL
                         Bill.

                                     MRS.SHORE
                         Bill, it's great to meet you.  Audrey 
                         seems so enthralled by you.

                                     BILL
                         Enthralled, really?

               Audrey's dad steps up behind Mrs. Shore.

                                     MR.SHORE
                         Yes, and I'm curious to know why 
                         she's so taken to you.

               He pulls out a flashlight and shines it on him.

               Ben looks like a deer in the headlights.

               He starts to laugh and puts away the flashlight.

                                     MR.SHORE (CONT'D)
                         Hahaha, I'm just joking with you.

               He walks up to Bill.

                                     BILL
                         You had me there for a sec, Mr. Shore.

                                     MR.SHORE
                         I did, didn't I. And please call me 
                         John.
                              (beat)
                         Yeah, but don't worry I'm not one of 
                         those dads.

                                     BILL
                         That's good to know, John.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        55.


                                     BILL (CONT'D)
                              (beat)
                         And  don't worry I'm not one of those 
                         boyfriends.  The kind of guy who 
                         drives a bike, with his life story 
                         inked on his sleeve, and a spirit 
                         that urges with rebellion.

               They laugh.

                                     MR.SHORE
                         That's always good to know.

               Audrey walks down the stairs.  She is absolutely stunning.

                                     AUDREY
                         Whatever my parents say about me 
                         it's a lie.

                                     MR.SHORE
                         Relax, Aud, I'm not going to tell 
                         any embarrassing stories, like that 
                         one time you...

                                     AUDREY
                         Dad!

                                     MR.SHORE
                         Relax.  I'm joking.

                                     AUDREY
                         Yeah I know.

                                     BILL
                         Well Audrey, I have to say, you look 
                         absolutely breathtaking.

                                     MRS. SHORE
                         A romantic as well, well Audrey I 
                         have to say, he seems like quite the 
                         catch.

                                     BILL
                         Well, I'm flattered.

                                     MR.SHORE
                         Hey, you two kids should be heading 
                         out soon.  Have a great time.

               They start to leave.

                                     BILL
                         What time do you want her back.

                                     MR.SHORE
                         It's a weekend so why not 12.
                                     (MORE)

-----------------------------------------------------------------------------------------------------
                                                                        56.


                                     MR.SHORE (CONT'D)
                              (beat)
                         And call if you're going to be late, 
                         o.k?

                                     AUDREY
                         Alrights, love you guys.  See ya.

               They walk to Bill's car.

                                                                    CUT TO:

               INT. JERRY'S ROOM - EVENING

               Jerry and Leon sit in his room.

                                     JERRY
                         How can she be going out with Bill?

                                     LEON
                         I have no clue.

                                     JERRY
                         I mean it's Bill, you know.

                                     LEON
                         Yeah, maybe she sees something in 
                         him.

                                     JERRY
                         Or maybe she thinks she does.

                                     LEON
                         Jealous?

               Jerry sits on his bed.

                                     JERRY
                         Is it that obvious.

               Leon sits down next to him.

                                     LEON
                         I could of never guessed.

                                                                    CUT TO:

               INT. LILLITH'S ROOM - EVENING - CONTINUOUS

               May sits on Lillith's bed.

                                     LILLITH
                         What's on your mind.

               She looks at her.

-----------------------------------------------------------------------------------------------------
                                                                        57.


                                     MAY
                         Oh nothing, just thinking about how 
                         perfect you are.

               She smiles and they kiss.

                                     LILLITH
                         You did break up with Jerry, right?

               There is a pause.

                                     MAY
                         Oh that, yeah, he's cool.

                                     LILLITH
                         That's wonderful to hear.

               They fall back on the bed together embracing and kissing.

                                                                    CUT TO:

               INT. JERRY'S ROOM - EVENING - CONTINUOUS

               Jerry paces back and forth.

                                     JERRY
                         Well it's Bill, right, he'll find a 
                         way to fuck up.

                                     LEON
                         Relax, Jerry, relax.

                                     JERRY
                         I can't, not knowing there's a chance 
                         the date might actually go well.

               He stops pacing for a second.

                                     JERRY (CONT'D)
                         Hold on, I'll be right back.

               He leaves.

                                                                    CUT TO:

               INT. HALLWAY  DAY

               He walks towards Lillith's room.

               He knocks on the door.

                                     JERRY
                         Lillith?  You in there?

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        58.


               INT. LILLITH'S ROOM - EVENING - CONTINUOUS

               May and Lillith stop making out.

                                     MAY
                         Oh shit.

               Lillith looks at her.

                                     LILLITH
                         You didn't, did you?

               May sighs.

                                     MAY
                         No, I'm so so sorry.  I'll break up 
                         with him soon.

                                     JERRY (O.S.)
                         Alloz?

                                     LILLITH
                         Give me a second.

               She opens the door.

                                     JERRY
                         You got a second?

               He looks around, and sees someone laying on the bed.  He 
               can't see who it is though.

                                     LILLITH
                         Not at the moment, sorry.

                                     JERRY
                         Sorry, didn't know you had someone 
                         over.

                                     LILLITH
                         It's cool.

                                     JERRY
                         Hey.

               No response.

                                     LILLITH
                         Don't worry about her, she's kind of 
                         shy.  New dyke, you know.

                                     JERRY
                         Yeah, it's cool.

                                     LILLITH
                         Yeah, she just broke up with her 
                         boyfriend, too.

-----------------------------------------------------------------------------------------------------
                                                                        59.


                                     JERRY
                         Ah well I won't keep you two.

               He leaves and closes the door.

               May sits up and takes a breath.

                                     LILLITH
                         You need to break up with him.

               She sits back down on the bed.

                                     MAY
                         Yeah, I know.  And I'm going to.

               An ackward pause.

                                     LILLITH
                         I love you.

               May smiles.

                                     MAY
                         I love you, too.

                                                                    CUT TO:

               INT. JERRY'S ROOM - EVENING - CONTINUOUS

               He enters.  Leon is searching through his stuff.  He promptly 
               stops.

                                     LEON
                         So what'd you ask Lillith?

                                     JERRY
                         Oh nothing, she had someone over.

                                     LEON
                         Ah I say, who.

                                     JERRY
                         I have no clue, some new chick.

                                     LEON
                         What happened to Rain?

                                     JERRY
                         Rain?

                                     LEON
                         You know her last girlfriend.  The 
                         man hater.

                                     JERRY
                         Oh right, her, I guess they broke 
                         up.

-----------------------------------------------------------------------------------------------------
                                                                        60.


                                     LEON
                         Good, she kind of freaked me out.
                              (beat)
                         So what were you going to ask her.

               Jerry sits on his bed.

                                     JERRY
                         Honestly, I just don't know.  I just 
                         need to know that the date won't go 
                         well.  That there's a chance she 
                         could fall for me.

                                     LEON
                         Ah I see.  Well it's Bill, so I 
                         wouldn't worry about it.

                                     JERRY
                         I'm trying.

               He falls back on his bed.

                                                                    CUT TO:

               INT. LILLITH'S ROOM - MORNING

               May suddenly awakes.  Lillith lies asleep next to her.

               SHE LOOKS AT THE ALARM.  8:

                                     MAY
                         Shit!

               Lillith turns to her.

                                     LILLITH
                         Morning.

               She sits up.

                                     LILLITH (CONT'D)
                         Wait, it's morning?

                                     MRS. WRIGHT (O.S.)
                         Jerry, Lillith, you two need to get 
                         up.

                                     LILLITH
                         O.K stay here for a sec.

                                     MAY
                         Ok.

               She opens the door and walks out.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        61.


               INT. JERRY'S ROOM - MORNING - CONTINUOUS

               Jerry awakes, and looks over to see Leon, fast asleep on a 
               chair.

                                     JERRY
                         Leon, wake up.  We must of dozed 
                         off.

                                     LEON
                         Well, could you let me "doze back 
                         off" for a few more minutes.

                                     JERRY
                         No, come on get up.

                                     MRS. WRIGHT (O.S.)
                         Come on you two hurry up, days burning 
                         out.

               The two of them get up.

                                     LEON
                         Do you want to call Audrey?

                                     JERRY
                         I would, but I don't have Bill's 
                         number.

                                     LEON
                         Wow, you were really anticipating 
                         the worst, weren't you.

                                     JERRY
                         Can you blame me.

                                     LEON
                         Yeah, actually, yeah I can.

               Jerry stops at his door, he turns around.

                                     JERRY
                         Fuck you two Leon, fuck you two.

               He closes the door.

                                                                    CUT TO:

               INT. JERRY'S HOUSE - DOWNSTAIRS - MORNING

               Lillith, and her mother sit at the table eating cereal.  
               Jerry and Leon wander downstairs.

                                     MRS.WRIGHT
                         Well morning to both of you.

-----------------------------------------------------------------------------------------------------
                                                                        62.


                                     LEON
                         Morning.

               He slumps down in a chair.  Picks up a section of the paper 
               and starts reading.

                                     MRS.WRIGHT
                         You didn't tell me you had company.

                                     JERRY
                         You didn't ask.

               He grabs a bowl.  And pours some cereal.

                                     JERRY (CONT'D)
                         Leon, you want anything.

                                     LEON
                         No, I'm good for now.  Not much of a 
                         breakfast person myself.

                                     MRS.WRIGHT
                         Well you shouldn't skip meals, it 
                         isn't healthy.

                                     LEON
                         On second thought, some cereal would 
                         be good.

               He grabs Leon a bowl.

                                     MRS.WRIGHT
                         Well next time you plan to have 
                         company in the morning, please tell 
                         me.  I like to have fair warning so 
                         I'm not stuck in my pjs in front of 
                         your friends.

                                     JERRY
                         Yeah, alright, Leon hadn't planned 
                         to stay the night.  We just dozed 
                         off.

               Lillith sits up.

                                     LILLITH
                         I'll be right back.

               She heads back upstairs.

                                                                    CUT TO:

               INT. LILLITH'S ROOM - MORNING - CONTINUOUS

               The door opens and May gasp.

-----------------------------------------------------------------------------------------------------
                                                                        63.


                                     MAY
                         I can explain, I was just...

                                     LILLITH
                         It's just me.

               May breathes a sigh of relief.

                                     MAY
                         Wait it's Sunday, isn't it?

                                     LILLITH
                         Yes, yes it is.

                                     MAY
                         Oh shit!

                                     LILLITH
                         What?

                                     MAY
                         My art show, it's today!

                                     LILLITH
                         When today?

                                     MAY
                         It starts at 9:30 or so, but I need 
                         to get ready, god I'm not going to 
                         have time to go home...

               Lillith stops her for a second.

                                     LILLITH
                         Hold on.

               She goes to her closet.

                                     LILLITH (CONT'D)
                         What are you looking to wear.

                                     MAY
                         Something classy, with a tinge of 
                         pop culture.

                                     LILLITH
                         Will this work?

               She throws her some clothes.

                                     MAY
                         Those are perfect.

                                     LILLITH
                         What else do you need?

-----------------------------------------------------------------------------------------------------
                                                                        64.


                                     MAY
                         Shower would be nice.

                                     LILLITH
                         Yeah it would be.

               She looks at her and smiles.

               She throws her a towel.

                                     LILLITH (CONT'D)
                         Third door on the left.  And my 
                         toothbrush is the green one if you 
                         need to use it.

               May start to leave.

                                     MAY
                         Aren't you coming?

                                     LILLITH
                         We've only started going out.  Sheesh, 
                         I'm a dyke, not a slut.

               May laughs.

                                     MAY
                         Yeah, true.

               She leaves.

                                     LILLITH
                         Oh and remember to lock the door, 
                         you don't want anyone walking in on 
                         you.
                              (beat)
                         I'll knock when it's ok to come out.

                                                                    CUT TO:

               INT. JERRY'S HOUSE - DOWNSTAIRS - MORNING - CONTINUOUS

               Jerry and Leon sit eating breakfast.  Mrs. Wright has left.

                                     JERRY
                         So what do you plan to do today?

                                     LEON
                         May's gallery is today, right?

               There is a pause.

                                     JERRY
                         Oh right, it is.

-----------------------------------------------------------------------------------------------------
                                                                        65.


                                     LEON
                         Well I'd promised her I'd check it 
                         out.  After I go home, get showered 
                         and dressed and all that good stuff.
                              (beat)
                         And you?

                                     JERRY
                         I'll check the gallery out sometime, 
                         but I'll probably head to Audrey's 
                         to see how the date went.

                                     LEON
                         Ah, I should of guessed.

               Leon drops his spoon and they get up from the table.

               He sits up and puts his bowl in the sink.

                                     LEON (CONT'D)
                         Well I'm off.

                                     JERRY
                         To see the wizard?

                                     LEON
                         The wonderful wizard of oz.
                              (beat)
                         Damn, I am tired.  See ya, man.

               He heads toward the door.  Jerry head upstairs.

               On the staircase he runs into Lillith coming down the stairs.

                                     LILLITH
                         Where you going.

                                     JERRY
                         Shower.

                                     LILLITH
                         Oh.

               She continues to walk but suddenly stops.

                                     LILLITH (CONT'D)
                         Wait, you can't.

                                     JERRY
                         Why not?

               She stops to think a moment.

                                     LILLITH
                         Well there's this girl in there.

-----------------------------------------------------------------------------------------------------
                                                                        66.


                                     JERRY
                         Ah, so I'll wait for when she's done.

                                     LILLITH
                         It's not that simple.  She absolutely 
                         loathes you.  She'd stop talking to 
                         me if she knew I was related.

                                     JERRY
                         What'd I do?

                                     LILLITH
                         I have no idea, perhaps you were 
                         just being you, I have no clue.
                              (beat)
                         Just please, go into your room and 
                         well stay there until I say it's 
                         cool.

                                     JERRY
                         Come on now, she'll find out you're 
                         my sister either way.

                                     LILLITH
                         Just not so soon.  Please.

                                     JERRY
                         Alright, I owe you, this at least.

                                     LILLITH
                         Thanks.

               He heads upstairs.  She turns around and heads upstairs.

                                                                    CUT TO:

               INT. HALLWAY  MORNING

               Lillith walks past the bathroom door and knocks two times.

               May opens the door.  She looks radiant, yet, theatrically 
               sophisticated.

                                     LILLITH
                         May, my god, you're radiant.

                                     MAY
                         You're the one with the great taste 
                         in wardrobe.

                                     LILLITH
                         Well hurry.  Jerry's in his room.  
                         We can make it out of the house and 
                         then I can drive you to the show.

                                     MAY
                         You're a lifesaver.

-----------------------------------------------------------------------------------------------------
                                                                        67.


               She kisses her.  They leave.

                                                                    CUT TO:

               INT. JERRY'S ROOM - MORNING - CONTINUOUS

               Jerry sits in wait.  He hears a car start and drive off, out 
               his window.

               He opens the door.

                                     JERRY
                         Lillith?

               No answer.  He shrugs and walks out the his room holding a 
               towel over his shoulder.

                                                                    CUT TO:

               INT. LEON'S HOUSE - BASEMENT -- CONTINUOUS

               Leon and Audrey sit in his basement.

                                     LEON
                         So how'd the date with Bill go?

               She sighs.

                                     LEON (CONT'D)
                         That bad?

                                     AUDREY
                         Horrible, just horrible.

                                     LEON
                         What happened?

                                     AUDREY
                         Nothing, a shitty movie, and the 
                         worst attempt of a "move" I've ever 
                         seen.

                                     LEON
                         Wow.

                                     AUDREY
                         Subtlety was not this guys strong 
                         point.  He hasn't changed a bit.  I 
                         just thought.

                                     LEON
                         You thought that he may be withholding 
                         a sensitive side that you may be 
                         able to bring to light through love.  
                         That there is more then one may think 
                         to him.

-----------------------------------------------------------------------------------------------------
                                                                        68.


               Audrey laughs.

                                     AUDREY
                         Yeah, but he's not like that, not in 
                         the least.

                                     LEON
                         Well Bill Feins is a what you see is 
                         what you get kind of guy.

                                     AUDREY
                         And what you see simply isn't much 
                         at all.

                                     LEON
                         True.
                              (beat)
                         But he asked you out, half drunk, at 
                         a party, and in boxers, what'd you 
                         expect.

                                     AUDREY
                         Oh my god, you're right, well next 
                         guy who ask me out, I'll make sure 
                         he is wearing clothes.

                                     LEON
                         That's always a good thing.

               He sit up.

                                     LEON (CONT'D)
                         Well I have to get heading to May's 
                         art gallery.

                                     AUDREY
                         That's today?

                                     LEON
                         Yeah, it is.

                                     AUDREY
                         Mind if I come, I've always wanted 
                         to see her work.
                              (beat)
                         And well there's something I need to 
                         say to her.

                                     LEON
                         Not at all.  It's coolio.

               They walk out of the basement.

                                                                    CUT TO:

-----------------------------------------------------------------------------------------------------
                                                                        69.


               INT.ART GALLERY - DAY

               The room is crowded with spectators browsing May's work.

               They look in fascination at rather horrid abstract works.

               May admires her work.

               Leon and Audrey walk into the room.

                                     AUDREY
                         There's May, could you give us too a 
                         second.

                                     LEON
                         Ooo cat fight.

                                     AUDREY
                         You wish.  But please.

                                     LEON
                         Yeah, sure, it's not a problem.

               He heads off.

               Audrey walks up behind May.

                                     AUDREY
                         You may call your work abstract, but 
                         that still doesn't mean it sucks.

                                     MAY
                         Fuck you.  What I do is art.

                                     AUDREY
                         No, it's a travesty.  Any hack can 
                         snap a photo or scribble out a 
                         painting, it doesn't mean it's art.

                                     MAY
                         I convey…

                                     AUDREY
                         What do you convey?  The suffrage of 
                         humans, the searching of truth- or 
                         any of that recycled bullshit that 
                         you don't give a fuck about?

                                     MAY
                         This has something to do with Jerry 
                         doesn't it.

                                     AUDREY
                         To get to the point: yeah.

                                     MAY
                         You want him.

-----------------------------------------------------------------------------------------------------
                                                                        70.


                                     AUDREY
                         Yes I want him, I want to fuck his 
                         brains out.
                              (beat)
                         No, I don't feel that way about him.

                                     MAY
                         Then you don't like me as his 
                         girlfriend?

                                     AUDREY
                         He can do better.

                                     MAY
                         The hell he can.

                                     AUDREY
                         Bill told me about last week at the 
                         video store.
                              (beat)
                         You cheated on Jerry, with him, he 
                         told me.

                                     MAY
                         No I don't.  And you believe him?

                                     AUDREY
                         Yeah, you do.  And yeah, I do believe 
                         him.

                                     MAY
                         I do not cheat.

                                     AUDREY
                         I've seen you.  You're a user.

                                     MAY
                         Only to get close with his sister.

                                     AUDREY
                         See I knew… what?

               May walks to another exhibit.

               Audrey follows.

                                     AUDREY (CONT'D)
                         Then why not just ask her?

                                     MAY
                         This may sound a bit odd, but I 
                         actually do care enough about him 
                         not to do something like that to him

                                     AUDREY
                         I'd hope so

-----------------------------------------------------------------------------------------------------
                                                                        71.


                                     MAY
                         But stay the fuck away from him.

                                     AUDREY
                         We're just friends.

                                     MAY
                         Oh and don't tell anyone what I told 
                         you.

                                     AUDREY
                         Right, I wouldn't want Jerry to find 
                         out you're using him for his sister.

                                     MAY
                         Thanks.

               She turns to walk away.

                                     MAY (CONT'D)
                         Are you guys sure your relationship 
                         is solely platonic?

                                     AUDREY
                         If it wasn't I would have gone a 
                         long time ago.

                                                                    CUT TO:

               INT. SCHOOL - HALLWAY'S -- DAY

               Jerry opens his locker, inside a note fall out.

                                     JERRY
                         What the?

               He opens it.

                                     IT READS:
                         "Jerry, I think we should break up - 
                         May"

                                     JERRY
                         Why?

               He look to see a few other letters sitting on a pile.

               He opens the top one, it reads:

               "I just don't think we're right for each other."

                                     JERRY (CONT'D)
                         Come on...

               He picks up another one.

-----------------------------------------------------------------------------------------------------
                                                                        72.


                                     IT READS:
                         "Come on nothing, you're just too 
                         lazy"

                                     JERRY
                         Alright...

               He opens another.

                                     IT READS:
                         "See..."

               He folds the note and shoves it in his pocket.

               He walks off.

                                                                    CUT TO:

               EXT. SCHOOL - DAY

               Audrey and Jerry walk down the hall.

                                     JERRY
                         Yeah, May and I broke up today.

               He pulls out the waded up notes out of his pocket.

                                     JERRY (CONT'D)
                         I have the notes to proves, man, I 
                         hate when people break up in notes, 
                         it's so shallow.

                                     AUDREY
                         Oh that's to bad: did she say why?

                                     JERRY
                         No, she didn't.  Hey would you like 
                         to grab a bite after school?

                                     AUDREY
                         As a date?

                                     JERRY
                         Why not?

                                     AUDREY
                         I'm busy.

                                     JERRY
                         Well why not, we're friends.

                                     AUDREY
                         That's why.  I know you, let's face 
                         it, you're an asshole when it comes 
                         to relations.

-----------------------------------------------------------------------------------------------------
                                                                        73.


                                     JERRY
                         Well yeah, but look I really care 
                         about you.  And I'm getting better.

                                     AUDREY
                         You just don't fair well.

                                     JERRY
                         Ah yes, I'm the perennial fuck up, 
                         Audrey please.  What about being 
                         friends?
                              (beat)
                         With benefits?

                                     AUDREY
                         As a friend I'm saying good luck 
                         finding another girlfriend.  As a 
                         possible date, I'm saying fuck off.

               She starts to cross the street.

               He tries to follow but is a line of cars blocks his path.

                                     JERRY
                         Audrey, wait.  Dammit.

                                                                    CUT TO:

               INT. SCHOOL HALLWAY  DAY

               LEON and JERRY lean against two lockers.

                                     LEON
                         So you broke up with May?

                                     JERRY
                         No, she actually…

                                     LEON
                         Came to her senses?

               JERRY slams him against the wall.

                                     JERRY
                         Piss off.
                              (beat)
                         That poem you wrote, that was about 
                         her, wasn't it?

                                     LEON
                         I'm not going to say.

                                     JERRY
                         Come on, Audrey already told me.  
                         Looking back, it's obvious you hit 
                         on her every chance you got.

-----------------------------------------------------------------------------------------------------
                                                                        74.


                                     LEON
                         No I didn't.

               May passes them.

                                     LEON (CONT'D)
                         Hey.

               Jerry slams him against the wall.

                                     JERRY
                         Fucker.

                                     LEON
                         What?  So, I actually give a damn 
                         about her.
                              (beat)
                         So you wanna fight?  Alright.

               He takes a stance, Jerry watches him for a few moments.

                                     JERRY
                         Take a shot.

               Leon slaps him.

               He looks puzzled, then punches him into a locker.  Leon lays 
               still.

                                     JERRY (CONT'D)
                         Leon?

               No response.  He walks away after May.

                                     JERRY (CONT'D)
                         May, wait up.

               She turns around.

                                     MAY
                         What.

                                     JERRY
                         I need to talk.

                                     MAY
                         You know we're over.

                                     JERRY
                         Yeah, the past is the past.

                                     MAY
                         Don't you mean yesterday?

                                     JERRY
                         Yeah, sure.

-----------------------------------------------------------------------------------------------------
                                                                        75.


                                     MAY
                         What'd you want to talk about...

                                     JERRY
                         I want to know...

               Out of nowhere Leon tackles him, May jumps back.

               They continue to beat each other up.

                                     JERRY (CONT'D)
                         May...

               He's slammed into a locker.

                                     MAY
                         Yes?

               He now has Leon in a headlock.

                                     JERRY
                         I want to know...

               They push past the doors to the pool.

                                     MAY
                         You want to know?

                                     JERRY
                         Why you broke up with me?

                                     LEON
                         It was for me, wasn't it?

               Jerry punches him into the pool.  He is pulled in, too.

               They reemerge.

                                     MAY
                         Guys, I left for Lillith.

               A brief pause.  It's ended by Leon.

                                     LEON
                         Nice.

               Jerry punches him.  The screen goes black.

                                                                    CUT TO:

               EXT. SCHOOL WALL  DAY

               Leon collapses against the wall.

               Audrey stands next to him.

               He nurses a bloody nose.

-----------------------------------------------------------------------------------------------------
                                                                        76.


                                     AUDREY
                         Where's Jerry.

                                     LEON
                         I don't know or care for that matter.  
                         Why the fuck did you tell him?

                                     AUDREY
                         Tell him what.

                                     LEON
                         About May?

                                     AUDREY
                         I didn't.

                                     LEON
                         Sure you didn't.  Then how'd he find 
                         out?

                                     AUDREY
                         I don't know, maybe it was the fact 
                         you hit on her every chance you got.

                                     LEON
                         Well it worked, didn't it?

                                     AUDREY
                         That's a horrible thing to say.  And 
                         she didn't leave because of you.

                                     LEON
                         Yeah, I know, you know why she left 
                         right...

                                     AUDREY
                         Yeah, she left for Lillith.

                                     LEON
                         I know.  How hot, right!

                                     AUDREY
                         Perv.

                                     LEON
                         I know.

                                     AUDREY
                         You're such a typical guy.

                                     LEON
                         Strong, hot, and sexy?

                                     AUDREY
                         I said the typical guy; not your 
                         fantasies.

-----------------------------------------------------------------------------------------------------
                                                                        77.


                                     LEON
                         My fantasies are the typical guy… 
                         Audrey looks at him.
                              (beat)
                         I mean girl.

                                     AUDREY
                         Sure they are.

               She looks over.

                                     AUDREY (CONT'D)
                         Well I have to go.  See ya.

                                     LEON
                         Bye.  And hey, you should give Jerry 
                         a chance, he's a nice guy.

                                     AUDREY
                         He does have a sweet side.

               She starts to leave.

                                     LEON
                         And he's hot.

                                     AUDREY
                         What?

                                     LEON
                         Just kidding.

                                     AUDREY
                         Glad to see you still have a sense 
                         of humour.
                              (beat)
                         I've heard it's where truth is most 
                         often apparent.

                                     LEON
                         Oh shut up.

               She leaves.

               He falls back against the wall.

                                                                    CUT TO:

               INT.  STORE - DAY

               Jerry is in the middle of ringing a customer up, when he 
               stops.

                                     JERRY
                         You know, I've had it.
                              (beat)
                         I quit.

-----------------------------------------------------------------------------------------------------
                                                                        78.


               He starts to walk away and Humphrey stops him.

                                     HUMPHREY
                         Well since your quitting, I guess 
                         you don't need this.

               He hands him a pink slip.

                                     JERRY
                         You're firing me?

                                     HUMPHREY
                         No, I'm handing you this as a parting 
                         gift.  Of course I was going to fire 
                         you.  You beat me to the punch.

               Jerry sighs and takes the slip and crams it into his pocket.

               He exits the store.

                                                                    CUT TO:

               INT. CONVENIENCE STORE - DAY

               He sighs and starts walking, suddenly Steve comes out of 
               nowhere and tackles him.

                                     STEVE
                         I told you, I'd get you.

                                                                    CUT TO:

               INT. RIVERBANK - DAY

               Jerry sits by it.

               Audrey walks up to him.

                                     AUDREY
                         Hey, I've been looking for you.

                                     JERRY
                         What the fuck was I thinking?
                              (beat)
                         All relationships are doomed to fail.

                                     AUDREY
                         Figures.

                                     JERRY
                         What?

                                     AUDREY
                         You're always pessimistic about this 
                         shit.

-----------------------------------------------------------------------------------------------------
                                                                        79.


                                     JERRY
                         Can you blame me?

                                     AUDREY
                         Well what about marriage?

                                     JERRY
                         You die.

               She sits down next to him.

                                     AUDREY
                         I know how you feel about me.

                                     JERRY
                         So, it doesn't matter unless you 
                         feel the same way.  It doesn't matter 
                         that every time I see you, I'm 
                         reminded of how much I love you, and 
                         how I have to give it up because you 
                         don't feel the same way.
                              (beat)
                         Shit that sounded really cheesy.

               Audrey laughs.

                                     AUDREY
                         Yeah it did.
                              (beat)
                         The sentiment was nice, though.

                                     JERRY
                         It still doesn't matter.

                                     AUDREY
                         For me it doesn't, and as flattered 
                         as I am, it never will.  But, don't 
                         beat yourself up then bitch like a 
                         little pussy over one person.
                              (beat)
                         It's wonderful you went through all 
                         that just for me.

                                     JERRY
                         And I'll probably go through it all 
                         again.

                                     AUDREY
                         Well at least you're trying.
                              (beat)
                         Jerry, you're a great friend.

                                     JERRY
                         I guess.

                                     AUDREY
                         And I'm glad we have that.

-----------------------------------------------------------------------------------------------------
                                                                        80.


               They sit there a moment.

               She stands up and leaves.

               Jerry chucks a rock into the water.

               He takes a breath.

                                     JERRY
                         Fuck.

                                                                  FADE OUT:

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