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

















				"ONLY IN L.A."

					BY	

				STEPHEN PHILLIPS



















Stephen Phillips
4509 W. Michigan Ave.
Fresno, CA      93722
(559) 276-5606 Home
(559) 292-5859 Message
sdp21761@yahoo.com
"ONLY IN L.A."

FADE IN

MONTAGE – FRANK REED GOES FROM VIETNAM TO LOS ANGELES

--Battlefield – Men at war.

--Helicopter – Men CLIMB on board. Helicopter FLIES away.

--Jumbo Jet – FLIES through the air.

--Los Angeles – Sparkles in the sunshine.

--Big city airport – Jumbo jet Lands.

END MONTAGE.

INT. AIRPORT TERMINAL – DAY

FRANK REED, dressed in army dress uniform, HAULS a duffel 
bag and suitcase.  He's not in a good mood.  Several 
baldheaded PANHANDLERS APPROACH him with their hands out.

				    FRANK
		No..no..no.

				    PANHANDLER 1
		But it's for a worthy cause.

				    FRANK
		Then it's my lucky day.  I happen
		to be a worthy cause.

The panhandlers WALK away discouraged.  Frank STROLLS to a
Bank of

TELEPHONE BOOTHS

He DROPS the suitcase and duffel bag.  He DIGS in his
pocket for change. A HUSTLER WALKS up to him and tries to
SWITCH suitcases with him.

				    HUSTLER
		Headed home or shipping out?


    FRANK
		I don't need any help with my
		luggage.

				    HUSTLER
		Just trying to be friendly.

				    FRANK
		Why don't you try being dead?

The hustler GRABS his own suitcase and WALKS away
disappointed.  Frank begins his telephone conversation.

				    FRANK
		Hello Kevin.  It's Frank.  I'm at
		l-a-x.  Would you hurry up and get
		me out of here?  Airports aren't 
		bad if you don't mind dealing with
		bald-headed beggars and total 
		strangers trying to steal your
luggage.  I'll be out front.
		T-w-a.

EXT. PALM-LINED BOULEVARD – DAY

Frank sulks as KEVIN MONTGOMERY DRIVES.

				    KEVIN
		Why the long face? Don't tell me,
		let me guess.  It runs in the
		family.  Along with noses,
		parolees, lunch and...So how was
		Vietnam?

				    FRANK
		Just lovely.  I think I'll take
		the wife and kids next summer.
		What's shakin' with Paulette?  Is
		she still cookin'?

				    KEVIN
		I hear she's hotter than the
flames of hell.

				    FRANK
		Take me by her place.  I wanna
get burned.
				    KEVIN
		Sure thing, but first I need to
		see Twyla.

				    FRANK
		You still dealing with grizzly?
		And is she still giving you the 
		runaround?

				    KEVIN
		Yes I'm still dealing with her
		and hell no she's not giving me 
		the runaround.

				    FRANK
		Yeah yeah, sure sure.  Whatever
		you say.

EXT. HIGHRISE BLDG. – DAY

INT. TWYLA ADAMS' BOOKING AGENCY – DAY

TWYLA ADAMS takes phone calls and deals with her workers. 
Kevin and Frank sit in front of her desk.  Gold records 
cover the wall.  Rock music PLAYS in the background. 

				    TWYLA
		Kevin I already told you that all
		my hot bands are busy.

				    KEVIN
		What about trash?

				    TWYLA
		They're in Atlanta.

				    KEVIN
		What about bonehead?

				    TWYLA
		New York then on to Montreal.

				    KEVIN
		What about sweet and juicey?



				    TWYLA
		Doing ten to twenty.

				    KEVIN
		Magic dust?

				    TWYLA
		Rehab.

				    FRANK
		Come on Kevin let's split.  She
		doesn't want to see you get ahead.

				    KEVIN
		Well who do you have?

				    TWYLA
		The friendly vampires.

				    KEVIN
		You know they couldn't attract
		wild boars.

				    TWYLA
		Take it or leave it.

				    KEVIN
		I'll think about it.

INT. HALLWAY – DAY

				    FRANK
		You don't need Twyla and her sorry
		bands.  We can get the old gang
		back together and bring the house 
	     down.

				    KEVIN
		But I need money right now.  The
		hide out is about to go into
		foreclosure.

				    FRANK
			  (excited)
		Then what are we waiting for?
		But first I wanna see Paulette
about gettin' burned.
INT. PAULETTE BAUER'S HOME – DAY

Frank WALKS up to PAULETTE BAUER with open arms.

				    FRANK
		Paulette baby, come and give
		daddy a big sloppy one.

				    PAULETTE
		Frank, what are you?  Uh how are?

				    FRANK
		Aren't you glad to see me?

				    PAULETTE
		Yes.  But now is not a good time.

				    FRANK
		Oh nonsense.  A guy goes away for
		two years and can't get a hug a
		kiss or...

Frank spots his brother MATT SHANNON who ENTERS the room 
half-dressed.

				    FRANK
		What is he doing here?

				    MATT
		Providing a service.

				    FRANK
		Yeah?  Well service this.

Frank PUNCHES Matt in the gut and they BRAWL.  Frank STOPS 
suddenly and POINTS at the ceiling.

				    FRANK
		Look.  A flying giraffe.

Matt looks in the direction that Frank points and Frank 
PUNCHES him in the jaw.  Matt COLLAPSES and Frank turns to 
Paulette.

				    FRANK
		So this is what you call keeping
		the home fires burning, aaay?
				    PAULETTE
		What did you expect me to do while
		you were away, decorate wedding
		cakes?  Besides, the government
		said you were missing in action.

Matt regains his composure.

				    MATT
		While you were missin', I was
		gettin' the action. 

Frank KICKS Matt in the knee and he COLLAPSES again.

				    FRANK
		Take a hike picklepuss.  And give
		me my car keys.

Frank GRABS his keys and WALKS to the door.  Kevin follows
him.  	

				    FRANK
		I'm out of here.  You can cook up
		something totally disgusting with
		your loser lover here.

				    PAULETTE
		But Frank baby, you gotta
		understand.  I have needs.

Frank and Kevin WALK to the

FRONT YARD

				    KEVIN
			  (stifles a grin)
		Sorry you had to find out this
		way.  I didn't know how to tell
		you.

				    FRANK
		Wipe that grin off your head and
		tell the truth.  You wanted to see
		some drama.

				    KEVIN
		So what's next on the agenda?
				    FRANK
		I'm gonna party 'til I choke.  And
		then I'm gonna party some more.

Kevin JUMPS into his car and DRIVES off.  Frank JUMPS into 
his '69 cougar and STARTS the engine.

				    FRANK
		The pig didn't have to take one
		car.  Oh no.  He had to take both
		of them.

Frank DRIVES off.

				    FRANK
		L.A., you're in big trouble.

EXT. ANJELICA BAUER'S MANSION – DAY

INT. ANJELICA BAUER'S LIVING ROOM - DAY

ANJELICA BAUER is highly upset.  She PACES back and forth.
Her guests, and daughter Paulette, try to calm her.

DOREEN PARRISH, the housekeeper, DUSTS furniture and
listens closely.

SUPER:  "TRANSLATION: HIS ASS IS GRASS."

				    ANJELICA
		I'll kill him.  He has brazenly
		overstepped my heretofore
		impenetrable boundaries.  Whose
		warranted consequences include a
		severely administered flogging.
		Dutifully followed up by, and not
		excluding, an enthusiastic
		dispatch to a predetermined
		location far beyond my immediate
		sphere of influence.  Etcetera,
		etcetera.

Paulette and Doreen WHISPER to each other.

				    PAULETTE
		What the hell did she say?

				    DOREEN
		Honey, I know you don't expect me
		to translate that mumbo jumbo. I'm
		just the maid around here.

Doreen MOVES around the room.  She DUSTS and spies.

				    PAULETTE
		Mother, you have nothing to worry
		about.  Frankie doesn't want to 
		see me since he caught me doing 
		the horizontal hustle with Matt.

SUPER:  "TRANSLATION:  I'M GLAD YOU DUMPED THE CREEP."

				    ANJELICA
		Ah yes.  Excellent.  A display of
		unbridled joy would not be
		entirely inappropriate taking into
		consideration the resultant factor
		of you abrupt, but entirely
		welcome, suspension of amorous
		relations with a most deserving
		recipient of my inconsolable wrath.

Anjelica and Paulette WALK across the room and Doreen MOVES
closer to them.  A GUEST APPEARS next to her.

				    GUEST
		How 'bout fixin' me another drink?

				    DOREEN
		I just fixed you one.

				    GUEST
		I'm not talking about that watered
		down crap you call a drink.  I want
		the real deal.  I know you've been
		hauling bottles of liquor out of 
		here for your own purposes.

				    DOREEN
		Are you accusing me of stealing?

				    GUEST
		You're darn tootin'.  And I've seen
		you in the act.
    DOREEN
		Yeah?  Well whatevuh...Here's the
		keys to the liquor cabinet.  Drink
		'til you drop.  I got work to do.

The guest TAKES the keys and LEAVES.  Doreen MOVES closer
to Anjelica.

SUPER: "TRANSLATION:  HIS CAREER IS HEADED FOR THE TOILET."

				    ANJELICA
		As a necessary precaution against
		further libidinous motivated 
		shenanigans, I will persuade music
		critic Beeotch Wilcox to write
		several less than favorable 
		reviews.  Thereby stimulating my
		career abolishing objective in a
		most laudatory and uncannily
		ingenious fashion.  So prepare
		yourself for the economic, social
		and intellectual demise of Frankie
		and that bunch of unwashed 
		hoodlums.

				    PAULETTE
		Mother you wouldn't.

Doreen is upset by Anjelica's words.

				    DOREEN
		Ooh, I better warn that boy.

FRANKIE AND THAT BUNCH OF UNWASHED HOODLUMS SING.  Frank
LEADS bass player Kevin and keyboardist MARK JAMESON to

THE BAR

				    FRANK
		Look at this review, it's lousy.
		Doreen said Anjelica's behind it.
		Ooooh, when I get my hands on
		Beeotch, I'm gonna give her that
		nose job that she's in such
		desperate need of.


				    KEVIN
		       (reads the paper)
		Yep, it looks pretty bad.

				    FRANK
		You read that part where she said
		our fans should drink plenty of
		coffee before they attend our show?

				    MARK
		Where does it say that?

				    FRANK
		It's in there.

Kevin and Mark look for the quote in the newspaper.

				    KEVIN
		Where does it say that?

				    MARK
		I don't see anything like that.

				    FRANK
		       (snatches the paper)
		Well give it here since neither

		one of you can read anyway.  Look
		it's right here.

A CUSTOMER CALLS out from her table.

				    CUSTOMER
		Hey, do I have to drop dead to get
		some service around here?

				    PRISCILLA
		       (shouts from across the room)
		Why don't you try it and find out?

				    CONNIE
		Let me know how it turns out.

Back-up singers PRISCILLA RANSOM and CONNIE BRENDELL give 
each other the HIGH FIVE and LAUGH.

				    KEVIN
		Frank, take her order.
				    FRANK
		Have you flipped your wig?  I'm a 
		rocker not a waiter.

Kevin STICKS a pen and notepad into Frank's hands.

				    KEVIN
		You heard what I said.

				    FRANK
		       (to the customer)
		What do you want?

				    CUSTOMER
		I'm not sure.  Uh, how do you make
		your ribs?
		
				    FRANK
		They start out dead and then we...

Kevin SNATCHES the pen and notepad out of Frank's hands.

				    KEVIN
		Give me that you igit.
		       (to the customer)
		I'm sorry, what was your question?

Frank is PULLED away by an upset Connie.

				    CONNIE
		Frankie come here.  I think
		something's wrong with Alan.  He
		looks spaced out.

				    FRANK
		He probably is.

				    CONNIE
		You better check on him.  He keeps
		smiling and going blank.  And
		smiling and going blank.

				    FRANK
		If you smoked what he just smoked,
		you would smile and go blank too.


Frank WALKS up to drummer ALAN DAVIS who smiles and goes 
blank.		

				    FRANK
		So, what's up with you?

				    ALAN
		My mind.				   

				    FRANK
		What, you finally got ahold of one?

				    ALAN
		No.  My mind, it's expanding.

				    FRANK
		So how did this earth shattering
		event come about?

				    ALAN
		I was smoking this doobie when all
		of a sudden I could see.  Then my
		scalp started vibrating and I went
		blank.  Then I could see again.

Frank brings the tip of his index finger to his chin, 
SHAKES his head and crosses his eye.  All in one motion.

				    FRANK
		Hhmm that's funny.  I thought only
		balloons and waistlines expanded.

				    ALAN
		No no no.  My mind expands too.

				    FRANK
		Yeah?  Well knock it off or you're
		gonna have to find another place to
		party.  A place big enough to
		accommodate your expanding head.

Alan LAUGHS and WALKS away.

				    FRANK
		       (mumbles)
		His mind is expanding.  Hhmph What
		would the neighbors think?
Back-up singer TINA MCCALL WALKS up to Frank.

				    TINA
		Frankie, that was a super hot show
		you put on a minute ago.

				    FRANK
		I put on an even hotter show in my 
		bedroom.  Care for a demonstration?

				    TINA
		Why don't I give you a test run out
		on the dance floor?

				    FRANK
		I'm warning you baby, it might get
		a little rough.

				    TINA
		Prove it.

Frank and Tina do a provocative DANCE to a sexy ROCK BEAT.

INT. TINA'S BEDROOM – DAY

Frank and Tina lie in bed. Her cat Cufflink JUMPS in and
CATCHES flies out of the air.  Tina attempts to kiss Frank.

				    TINA
		I'd say you lived up to the hype.

				    FRANK
		Hands off the hair baby.  You can
		touch any part of me, but the hair 
		is strictly off limits.

				    TINA
		Oh brother.  Just what I need, a
		hair fanatic. 

Tina rolls her eyes and JUMPS out of bed.  She gets 
DRESSED.

				    FRANK
		Tina, will you call this funky,
furry, ferocious, feline flea bag
 		off of me?
    TINA
		Leave my cat alone.  He's lived
		here a lot longer than you have.

				    FRANK
		But he's catching flies and
		bringing them to me like he's 
mental or somethin'.

				    TINA
		That means he likes you.  And it's
		good therapy.

				    FRANK
		Take a hike fur ball.

Cufflink JUMPS away from Frank who HOPS out of bed and 
gets DRESSED.  Cufflink JUMPS into Tina's arms.

				    TINA
		       (shouts)
		Stop you fiend.  Leave that
		pussycat alone.

Tina STROKES Cufflink.  She looks very dizzy.  Cufflink 
REACHES out to CATCH flies.

				    TINA
		Come to momma Cufflink baby.  I'll
		protect you from the big bad 
		gigolo.

				    FRANK
		It must not be easy living with
		rocks in your head.

Tina RELEASES Cufflink and TURNS to look out the window.

				    TINA
		I don't like it here.

				    FRANK
		Then get the hell out of here.  Go
		back to you greasy boyfriend.  And
		live with him in his greasy house.
		       (he chuckles)
		Where you can make some greasy kids.
				    TINA
		I was referring to the neighborhood.

				    FRANK
		Oh yeah?
		       (he cuddles her)
		So does that mean no nookie tonight?

				    TINA
		You bet your sweet aphrodisiac, baby.

Frank LAUGHS, but it doesn't come off very well.

INT. THE HIDE OUT STAGE – DAY

				    FRANK
		There's a rumor going around that
		my old lady's brother Danny eats
		buffalo butt sandwiches.  I'll be
		the first to tell you it's not
		true.  It's a lie.  Why, Danny
		doesn't even like bread.

Alan PLAYS a RIM SHOT on the drums.  The band PLAYS a song.

INT. THE HIDE OUT DINING ROOM – DAY

Kevin gives Twyla and her band, THE FRIENDLY VAMPIRES, a 
tour of the club.

				    TWYLA
		So far so good.  How are the
		acoustics in this place?

				    KEVIN
		Excellent.  Why, if a cockroach
		farted on stage, you could hear it
		clear to the back of the club.

				    TWYLA
		You put that so eloquently.

Mark WALKS up.

				    MARK
		Kevin you're wanted in the office.

    KEVIN
		If you'll excuse me, I'll only be
		a minute.  Take a look around and
		help yourself to anything.

Kevin WALKS off and Twyla tours the club.

AT THE BAR

				    MARK
		Frank you have to see this.  Twyla 
		and her band are scoping out the
		club.  I told her she better not
		let you catch her in the act.

				    FRANK
		And what did she say to that?

				    MARK
		       (impersonates Twyla)
		She said...When mister Reed
		develops a set of cajones I want
		to be the first to know...Then she
		said that you were no threat to her.

				    FRANK
		Oh yeah?  Well that's what she
		thinks.  Where is she anyway?

				    MARK
		Over there with the friendly
		vampires.

Frank MARCHES toward Twyla, ready for battle.

				    FRANK
		Grizzly.  Hey grizzly.  Paging
		Twyla Grizzly Adams.

Frank confronts Twyla.  EVERYONE CROWDS around.

				    FRANK
		Lovely day to scratch for honey
		isn't it Grizzly?

				    TWYLA
		I beg your pardon.
				    FRANK
		Hey, didn't I see you at Tommy's
		ordering the jumbo classic deluxe,
		super big and bulky, double slab of
		beef burger with extra everything, 
		a truck load of French fries and a 
		tank full of pepsi...to go?  No?
		Well I thought it was you.

				    TWYLA
		You're an idiot.

				    FRANK
		Yeah?  Well you'd be better off
		ordering the big and bulky burger
		than to think you're gonna horn in
		on my turf.

				    	TWYLA
		What turf?

				    FRANK
		This club.  You know you were
		never interested in sending your
		bands to this club until I came
		here and brought the crowds with
		me.  Now if you think I'm gonna
		let you cash in on my popularity,
		fat chance.

				    TWYLA
		If I'm not mistaken, Kevin
		Montgomery is the owner of this
		club and you're just a low-life
		employee.

				    FRANK
		What did you call me?...Look, I'm
		gonna count five and if you don't
		find your bloated, fly-attracting
		carcass somewhere else, sucking up
		smog or whatever it is you
		grizzlies do, first I'm gonna blow
		a fuse.  Then I'm gonna jump you
		and your band of musical blood
		suckers.  You ferocious carnivore.

				    TWYLA
		Is there a draft blowing through
		here or is that your mouth?

Frank LUNGES at Twyla and her band. They RUN out the club.

				    FRANK
		What the, why you, somebody hand me
		something to hit that heffa with.
		Anybody got a brick handy?  I can
		do a lot more than talk, baby.

INT. THE HIDEOUT OFFICE – DAY

				    KEVIN
		The friendly vampires are going to
		play at my club and you're just
		going to have to deal with it.

				    FRANK
		But can't you see that Twyla's 
		taking advantage of you?

				    KEVIN
		As long as I turn a profit, she
		can take advantage of me and
		Dennis Rodman for all I care.

				    FRANK
		But our band is doing great.  We
		don't need any help from her.

				    KEVIN
		Yeah?  Well how do I know you won't
		haul ass with the highest bidder?

				    FRANK
		You know that's not gonna happen.

Kevin GRABS the phone and DIALS.

				    KEVIN
		Either way, my motto is always
		cover the ass...Hello Twyla, send
		the friendly vampires back over
		here.  Frank won't give you any
		trouble.  Sounds good.
				    FRANK
		You know, I've always wanted to
		know a sellout.

INT. THE HIDE OUT – NIGHT

The club is empty except for Frank who turns on the lights. 
He uses a pair of pruning shears to CUT the cords to the
friendly vampires' musical equipment.

				    FRANK
		       (mumbles)
		Frank won't give you any trouble.

		Hmmph, we'll see about that.  The
		friendly vampires are gonna have
		to attack a blood bank if they
		wanna make some noise around here.
		Ahhmm hhm hhhm hhhmm humph.
		And I'm gonna harpoon that Twyla
		Grizzly Adams if I see her meat
		and potato grubbin' face around
		here again.  Hhm hhm hhm humph.

INT. THE HIDE OUT OFFFICE – DAY

				    KEVIN
		Why'd you do it?

				    FRANK
		       (shouts)
		I didn't do nothin'.

				    KEVIN
		Don't lie to me Frank.  I happen
		to know how low you can go.

				    FRANK
		I know what it is, it's a set-up.
		That's right.  I'm bein' framed.
		See, a rival band cut the cords 
		to the friendly vampires' musical
		equipment because they knew that
		the blame would fall on me because
		I chased them out of here.  This
		kind of thing happens all the 
		time on those cop shows.

				    KEVIN
		And you really believe that story?

				    FRANK
		Well it's the best I can come up
		with on such short notice.  Look,
		you don't have to worry.  I told 
		you we're going to the top.

Kevin looks suspiciously at Frank and SHAKES his head.

ON STAGE

The band performs a SONG and the crowd GOES WILD.

AT THE BAR

				    FRANK
		We need to take our show on the 
		road.  I think we're ready.

				    KEVIN
		We don't have that kind of money.

				    FRANK
		I know how we can get it.

INT. APARTMENT – DAY

Two GUYS look at a poster that advertises a boxing match
between Frank Reed and TRAVIS WADE.

				    GUY 1
		We can't let Frankie fight this
		guy.  Frankie will murderlize him
		and we won't have a pot to piss in.
		We gotta stop him.

				    GUY 2
		I don't know boss.  Isn't snuffing
		people out against the law?

				    GUY 1
		I don't mean that, mister potato
		head.  I mean we have to get Frank
		to drop out of the fight before we
		lose our shirts.  Follow me.
INT. THE HIDE OUT OFFICE – DAY

The guys sit on one side of the desk, Frankie on the other.

				    FRANK
		You guys are beating around the
		bush.  Why don't you just tell me
		that you want me to drop out of the
		fight?

				    GUY 1
		Okay, why don't you drop out of the
		fight?  

Frank FLIES on top of the desk in an attempt to ATTACK the
guys who ROCKET out of the office and RACE down

THE HALL

				    FRANK
		I'll show you turds how to drop out
		of something.

Frank CHASES the guys.  He STOPS, PICKS UP a microwave oven 
and CHASES the guys.

				    FRANK
		How's about a game of catch?

Frank aims the microwave oven at the guys and THROWS it.
As the microwave FLIES through the air, the guys look back
in shock.

				    GUY 2
		Watch out for that microwave.

				    GUY 1
		Great mother of mercy, I forgot
		my helmet. 

The microwave CRASHES to the floor.  It almost HITS the 
guys and Kevin, who APPEARS on the scene.

				    FRANK
		And if I want people lining up to
		kick my ass, I'll wear lipstick.
		Hmmph, of all the nerve.
The guys RACE out of the club and Kevin APPROACHES Frank.

				    KEVIN
		Enjoying a little exercise?  Or
		giving the place a makeover?

				    FRANK
		Those monkeys tried to get me to
		drop out of that fight against
		Travis.  Just for that, when I get
		him in that ring I'm gonna beat
		him into mach one.

				    KEVIN
		While you're out pumping 
adrenaline and breaking speed
records, where am I supposed to
get another microwave? 

				    FRANK
		No sweat.  I'll get you another
		one with the money I'm gonna get
		for beatin' Travis to a pulp.

INT. BOXING RING – DAY

The crowd ROARS, the fight bell RINGS.  Frank and TRAVIS
WADE JUMP out of their corners ready for battle.

Before any punches are thrown, Frank POINTS at the ceiling.

				    FRANK
		Look, an honest politician.

Travis looks in the direction Frank points, and Frank
CLOCKS him in the jaw.  Travis COLLAPSES.  Frank's the
winner.

INT. PSYCHIATRIST'S OFFICE – DAY

Guy 1 lies on the PSYCHIATRIST'S couch in a daze.

				    GUY 1
		Doctor have you ever seen a
		flying microwave?


INT. THE HIDE OUT – DAY

The fellas play cards.

				    MARK
		Man that's dirty, I wouldn't fight
		like that.

				    KEVIN
		Where I come from that's the only
		way to fight.  Or it's cancel
		Christmas.

				    MARK
		Frank, if you were in a fight
		would you pick up a two by four
		with nails sticking out of it?

				    FRANK
		I'd pick up that and anything else
		that ain't too heavy.

				    MARK
		But that's dirty fighting.

				    FRANK
		You mean there's a clean way of
		fighting?  If there is, I wouldn't
		recommend it.

				    KEVIN
		Whose turn is it?

				    MARK
		Alan's.

				    KEVIN
		Will you play?

				    FRANK
		Yeah.  By the time you play, we're
		gonna have world peace.

				    ALAN
		Silence mutants.  These things
		must be done delicately.  Or you
		hurt the spell.
				    MARK
		Will you play cards, Glenda?

				    FRANK
		Get a move on mister molasses.

				    KEVIN
		Throw out, throw up.

				    ALAN
		Full house.

Mark and Kevin THROW IN their card.

				    FRANK
		You got a full house and empty
		pockets.  I got a straight flush.
		Ooooh doggie.  Your twelve hundred
		dollars is mine mine mine.  I got 
		enough money to tour the universe.

EXT. TOP OF AN EIGHT-STORY BUILDING – DAY

Alan threatens to jump off the building. A CROWD FORMS.

				    ALAN
		I'll jump, I'll jump.  He better
		give me back my money or I'll
test my wings.

				    MARK
		Alan don't be crazy.  Back away
		from the edge.

				    KEVIN
		Frank you need to give him back
		his money before he jumps.

				    FRANK
		Nothin' doin' baby.  I won this
		dough fair and square.

				    KEVIN
		But if you don't give Alan back
		his money and he jumps off that
		building, his blood is gonna be 
		on your hands.
				    FRANK
		If Alan jumps off that building
		his blood is gonna be on that 
		sidewalk.  I know what he's up to.
		He's pulling the old he's gonna
		jump from the top of an eight
		story building unless I give him
		back the twelve hundred dollars
		I won gambling routine, aaay?
		I hate when they pull that one.

SPECTATORS LAY blankets on the sidewalk, SERVE food and
make bets.  Tina holds Cufflink who CATCHES flies.

				    SPECTATOR 1
Five bucks says he won't jump.
		Uh, pass the potato salad.

				    SPECTATOR 2
		I'll see your five and raise you
		five.  Ooh, they need to do 
		something about these hard
		sidewalks.  Make my booty hurt.

A NEWS REPORTER WALKS up with a camera crew. The crowd gets
bigger.  Cars SCREECH to a halt.

				    NEWS REPORTER
		I'm Tracey Goldman for k-r-a-p
		channel thirteen live on the
		sunset strip, where a man is 
		threatening to jump from an
		eight story building.  Young
		lady would you tell us what you
		know?

				    PRISCILLA
		The dude was gambling and he 
blew twelve hundred smackeroos.
And I guess he wants it back.

Connie WALKS by with a drink in her hand.

				    CONNIE
		       (hollers)
		Alan you forgot your drink.

				    PRISCILLA
		       (rolls her eyes)
		That is one dizzy black woman.

ON TOP OF BUILDING

				    ALAN
		I'm not thirsty, fool.  I want my 
money back from that criminal.

Alan MOVES too close to the edge, loses his balance and
almost FALLS off the building.  He JUMPS away from the edge 
in a panic.

				    KEVIN
		Look, it's the news cameras.

				    FRANK
		       (excited)
		News cameras?  How does my hair
		look?

				    KEVIN
		Like a pair of old boots.

Frank WALKS up to the news reporter.

				    FRANK
		I'm Frank Reed I can tell you what
		happened.

				    NEWS REPORTER
		Please do.

				    FRANK
		Well we were playing cards at the
		hide out here on the strip, two
		doors down from the improv, when I 
		took the sucker for twelve hundred
		smackers fair and square on the up
		and up.  I was gonna use the money
		to take my band, Frankie and that
		bunch of unwashed hoodlums, on a
		west coast tour. But I'll give it
		back to Alan if it would mean
		saving his miserable life and make
me look good in the process.
    NEWS REPORTER
		Frank Reed has decided to give
		twelve hundred dollars back to
		his friend to prevent him from
		jumping off of an eight story
		building.  Let's give him a hand.

The spectators BOO and THROW trash.

				    FRANK
		You hear that, Alan buddy?  I'm
		giving you your money back so you
		can come down from that building.

				    ALAN
		I'll be right down.

INT. THE HIDE OUT – DAY

				    ALAN
		So where's my money?

				    FRANK
		It's up your nose you wildebeest.
		And thanks for the free publicity.

EXT. HOLLYWOOD HILLS – DAY

Tina DRIVES Frank and Cufflink in her pink convertible.  A
wimpy song PLAYS on the radio. Frank CHANGES the station.

				    FRANK
		Yelch, what a wimpy song.

				    TINA
		Leave that station alone, bozo.

Tina CHANGES the station back.  Frank CHANGES it again.

				    FRANK
		I don't want to hear that crap.

Tina CHANGES the station again.

				    TINA
		It's my car and my radio and I can
		listen to all the crap I want to.
Frank TOUCHES the knob, Tina SLAPS his hand and the car
SCREECHES to a HALT.  Cufflink CATHES flies.

				    TINA
		Get out.  Get out of my car.

				    FRANK
		You mean you're kicking me out of
		your car over a wimpy pop song?
	
				    TINA
		Wow, that didn't take long to
		register.  And the answer is yes.
		You can give those addidas a
		workout.

Frank GETS OUT of the car, Tina PEELS OUT and leaves him.

				    FRANK
		Why you turkey-faced wench.  I'll
		get you my pretty.  And your 
		nutty housefly-catching cat too.
		Well I'll be a thirsty hillbilly.

INT. THE HIDE OUT BAR – DAY
				    
    MARK
		Frank, I'm sick of this girl.
		She thinks she's so special.
		Here's ten bucks, would you give
		her the treatment?

				    FRANK	
		Make it twenty and I'll give her
		the deluxe treatment.

				    MARK
		Okay, but this better be good.

Frank TAKES the money and WALKS up to SPECIAL CHICK.

				    FRANK
		Do you think you're special?

				    SPECIAL CHICK
		Well, yes.  I mean it's not like
		I'm some ordinary chick.
    FRANK
		Well I think you're special too.
		Matter of fact I think you're so
		special I'm gonna start calling
		you special chick.  How you like
		that folks?  Doesn't that have a
		nice ring to it?  Special chick.

				    KEVIN
		That name does fit her.  May I
		get you anything, special chick?

				    ALAN
		Phone call for special chick.

				    FRANK
		She's special and she's a chick.
		So that makes her special chick.

The crowd CHANTS "We want special chick."

				    SPECIAL CHICK
		Stop saying that, stop saying that.

				    MARK
		       (to Frank)
		You're good.

Special chick SWINGS her fist at Frank.  He GRABS it.

				    FRANK
		Look.  She even gets angry in a
		special way.  

				    SPECIAL CHICK
		I hate all you losers.

				    KEVIN
		So I guess cheap and tawdry sex
is out of the question, aaay?

INT. PSYCHIATRIST'S OFFICE – DAY

Special chick lies on the couch in shock.

				    SPECIAL CHICK
		Doctor, am I too special?
INT. THE HIDE OUT BAR – DAY

				    PRISCILLA
		Gimme a vodka and tonic...fast.

				    ALAN
		Who do you think you are,
		special chick?

Frank and Mark WALK away.  A funky R&B JAM PLAYS and a 
drunk Priscilla gets the spirit.  She CLIMBS on top of the 
bar and DANCES.

				    PRISCILLA
		Whew, there's somethin' shakin'.
		Yes baby, there's somethin'
		shakin'.  And I believe it's my
		ass.  Make room baby.  Whew.

Kevin gets angry. The men THROW wads of dollars on the bar. 
Priscilla PICKS UP the money and SHAKES some more.

				    PRISCILLA
		Somebody call the fire
		department, I'm getting' hot.
		Whew yes, hot..hot..hot.

				    CONNIE
		You go girl.

				    KEVIN
		Priscilla stop clownin'.

				    PRISCILLA
		Too late 'cause I got the spirit.
		Shakin' and bakin' baby, that's
		the ticket...Ooooooooops

Priscilla loses her balance and FALLS into Kevin's arms.

				    PRISCILLA
		Lookin' for a good time, good
		lookin'?

				    KEVIN
		You're drunk. Alan here are my
		car keys.  Get her out of here.
				    PRISCILLA
		How you gon' slip, shlip ship me
		out somewhere? Do I look like a
		package, mister postman?

				    KEVIN
		Take your drunk behind home.

Kevin puts his hands on Priscilla and she SLAPS them away.

				    PRISCILLA
		Get your paws off me.  You better
		not mess with me Kevin 'cause I
		come from a long line of skillet
		throwin' women.

				    KEVIN
		You act like somebody whopped you
		upside the head with one.

				    PRISCILLA
		So why did all the lumps sprout up
		on your head?

ON STAGE

Frank and Mark TUNE the musical equipment.  Alan APPEARS.

				    ALAN
		You guys missed it.  Kevin and
		Priscilla had a fight.

				    MARK
		Did they break up?  Did Kevin
		start crying like a little girl? 

				    ALAN
		No, but it was atomic, ballistic.

Frank throws a HUGE TANTRUM.

				    FRANK
		Dang.  Now Kevin's gonna go out 
and hire a bunch of half-assed, 
coldfish, lazy bimbo waitresses 
with big boobs and small brains.
		       	    (MORE)
				    FRANK(cont.)
		And they're gonna leave all their
		work for me to do and I'm gonna
		complain to Kevin.  But he's gonna
		be too busy lookin' at those lazy
		bimbo waitresses big boobs to pay
		any attention to me.  Then I'm 
		gonna complain some more and
		Kevin's gonna ignore me some more.
		Then I'm gonna get all frustrated,
		blow a fuse and end up bein' the
		only one who suffers.

				    MARK
		       (to Alan)
		He's got it all mapped out doesn't
		he?

				    ALAN
		I think I'll have him plan my next
		vacation.  You don't have to whine
		about it. They kissed and made up.

				    FRANK
		They did?  Well that's good.

Frank WALKS away.  Alan STOPS him.

				    ALAN
		Don't you want to know why they
		had a fight in the first place?

				    FRANK
		No.  I just want to know that they
		made up so Kevin won't go out and
		hire a bunch of half-assed, 
		coldfish, lazy bimbo waitresses
		with big boobs and small brains.

INT. THE HIDE OUT STAGE – DAY

				    KEVIN
		Ladies and gentlemen, it gives me
		great pleasure to introduce my
		cousin Darnell Williams who has
		the number seventeen song in the
		nation.  Show him some love.
DARNELL WILLIAMS SINGS and the crowd GOES WILD.  Matt SHOWS
up.  He wears a tool belt.  A single hammer hangs from it.

				    MARK
		Frank, look at your nutty brother.

				    ALAN
		What is he doing with that hammer?

				    FRANK
		That way he can steal everything
		that is nailed down too.  Look,
		he's hustling work to buy drugs.

				    MATT
		Frank, you better hope Matt's
		insanity isn't hereditary.

				    FRANK
		Did you know they named a part of
		Disneyland after Matt?

				    ALAN
		Oh yeah?

				    FRANK
		Yeah.  It's called loserland.

				    MARK
		And what kind of rides do they
		have in loserland?

				    FRANK
		They don't have any rides.  They
		jump you, take your wallet and
		shove you out the back gate.

				    MARK
		Poor Paulette.  She sure has her
		work cut out for her.

				    ALAN
		Yeah.  Matt's an even bigger
		loser than you are Frank.



				    FRANK
		I can't take it anymore.  I have
		to save Paulette from a fate worse
		than death.

				    ALAN
		What, two weeks in Mississippi?

INT. PAULETTE'S HOUSE – DAY

				    FRANK
		       (grins)
		Paulette, daddy's home.

Paulette GRINS.

INT. ANJELICA'S MANSION – NIGHT

Anjelica hosts a big party.  Once again she's upset and
Doreen spies as usual.

SUPER: "TRANSLATION: MY DAUGHTER'S BACK WITH THAT LOSER."

				    ANJELICA
		The most dreaded of anticipated
		circumstances have befallen me
		in a most unorthodox and unforeseen
		manner.  It seems that my painfully
		delivered, though highly valued
		female offspring, Paulette, has
		resumed a passionate and totally 
		unwelcome romantic liaison with
		a most indisputably vile shadow
		of a human being whose name I am
		loathe to pronounce. A creature who
		epitomizes utter depravity. Daniel,
		rectify this dilemma.

				    DANNY
		But mother, what can I do?

Frank and Paulette SHOW UP.  Anjelica prepares for battle.

				    FRANK
		Do you think there's a party going
		on?

				    PAULETTE
		I don't know.  Looks kind of dead.
		I'm going to mingle.  I'm sure you
		can find plenty of trouble to get 
		into.

				    FRANK
		You go ahead.  I have a bone to 
		pick with Beeotch.

Frank MARCHES toward music critic BEEOTCH WILCOX.

				    FRANK
		Spooky, spooky.  Hey big spooky, 
since you were such a good dog I'm
		gonna give you two Scooby snacks.

				    BEEOTCH
		Darling Frankie, what brings you
		here?  What's the matter, you
		weren't good enough for skid row?

				    FRANK
		That's right.  But you should feel
		good to know that every time I look
		at you I feel utterly miserable.

Matt SHOW UP.  Paulette JOINS Frank and Beeotch.

				    FRANK
		I don't care how many bad reviews
		you write.  Frankie and that bunch
		of unwashed hoodlums are still
		going to the top.  Do you 
understand that bitch?

		    BEEOTCH
That's miss Beeotch to you.

Beeotch WALKS away.

				    PAULETTE
		Ladies and gentlemen may I have
		your attention?  I have a
		wonderful announcement to make.
		My darling frank Reed and I are
		engaged to be married.
Anjelica CHOKES on her drink then FAINTS.

				    FRANK
		Just my way of bringing joy into
		Paulette's dismal and hum drum
		existence.

Some guests APPLAUD and others BOO.  Matt GRABS his hammer
and RUSHES toward Frank.

				    MATT
		       (roars)
		Aaaaaaaaah.

Matt SWINGS the hammer at frank who GRABS it and WRESTLES
it out of his hand.  The hammer FALLS and Doreen GRABS it.
Frank STOPS and POINTS at the ceiling.

				    FRANK
		Look.  It's the polka dot
		princess.

				    MATT
		Nice try sunny Jim.

Matt PUNCHES Frank in the gut and they BRAWL.  DANIEL 
BAUER, CLAUDIUS BAUER and several guests BREAK them up.

				    PAULETTE
		Boys, boys stop fighting.  Can't 
		we all just get along?

Matt and Frank stop fighting.

				    PAULETTE
		Now kiss and make up.

				    FRANK
		So Matt, you steal any nice cars
		lately?

Matt and Frank BRAWL again.  Danny and Claudius BREAK them
up again.

				    CLAUDIUS
		Control yourself Frank.  Haven't
		you any common sense?
				    FRANK
		I don't have any common sense
		because I'm not common.

Matt is DRAGGED away.  Anjelica SNEAKS into

THE KITCHEN

Doreen FOLLOWS her.  Anjelica GETS ON the phone and Doreen
spies.

				    ANJELICA
		I don't care what kind of drugs
		you plant on that virus. Just as 
long as it's a lot of it.

		    DOREEN
       (to herself)
Oooh.  Just wait 'til I spill
the beans to Frankie.

AT THE BAR

Several guests congratulate Frank and Paulette.  Doreen
WHISPERS into Frank's ear.

				    DOREEN
		Meet me in the library pronto.

IN THE LIBRARY

Doreen and Frank ENTER.  Doreen SCOPES OUT the room.

    				    DOREEN
		Anjelica's got a big shipment
		of pharmaceuticals for you.

				    FRANK
		And who says she doesn't love me?

				    DOREEN
		The boys in blue are gonna frame
		you.

				    FRANK
		Shut yo' mouth.

				    DOREEN
Give me your I.d. and my usual 
administrative fee. I got a plan.

Frank HANDS Doreen his i.d. and a fifty dollar bill.

				    DOREEN
		Get lost in the crowd 'cause I
		gotta work it.

Doreen TAKES OFF and leaves Frank in the library.  As Frank 
starts to leave, Danny SHOWS UP.

				    DANNY
		What are you doing in here?

				    FRANK
		Minding my own business.  You
		should try it sometime.

Danny eyes Frank suspiciously.

EXT. ANJELICA'S MANSION – NIGHT

The police ARRIVE and APPROACH Matt.

				    POLICE
		Frank Reed, you're under arrest.

The police HANDCUFF Matt.

				    MATT
		What are you doing?  I'm not Frank.
		I'm Matt Shannon.

				    POLICE
		Can I see some i.d.?

Matt shows the police his identification.

				    POLICE
		It says here Frank Reed.  You're
		coming with us pal.

				    MATT
		Well I'll be a narrow-assed
		blowfish.
The police DRIVE OFF with Matt.  Paulette gives Frank a
knowing look.

				    FRANK
		Well, Matt's always trying to take
		everything I get.  So he can have
		my jail time too.

				    PAULETTE
		You're good.

INT. THE HIDE OUT – DAY

Frank and Paulette get married in front of a BIG CROWD.

				    MINISTER
		You may kiss the bride.

Frank and Paulette KISS.

				    FRANK
		Ah ah ah the hair, baby.  Be
		careful with the hair.

				    PAULETTE
		I can see this is going to be an
		interesting marriage.

The crowd APPLAUDS.  Darnell SINGS for the newlyweds.

INT. THE HIDE OUT BAR - DAY

				    MARK
		Frank, we're runnin' low on juice.

				    FRANK
		What do you want me to do?

				    KEVIN
		Buy some more.

				    FRANK
		Ha ha ha.  Kevin you're a riot.

				    MARK
		We could do a beer run.

				    ALAN
		I know.  You can do like Bette
		Davis in whatever happened to baby
		Jane.  Bette called a liquor store
		pretending to be Joan Crawford and
		fooled the liquor store clerk into
		giving her the free liquor.

				    FRANK
		Now that you've proven you're a
		complete idiot, what's your point?

				    ALAN
		Since you impersonate Anjelica so
		well, you can call her liquor
		store and get free liquor.

				    FRANK
		I'm shocked.

				    ALAN
		Why, because I came up with a
		bright idea?

				    FRANK
		No.  Because you came up with a 
		bright idea without blowin' a
		fuse or somethin'.

IN THE OFFICE.

Frank is on the phone.  Alan, Kevin and Mark surround him.

				    FRANK
		       (impersonates Anjelica)
		Hello, this is Anjelica Bauer
		speaking.  And I would like to
		order some alcoholic beverages.

Kevin CROSSES his eyes and brings his index finger to his 
lips to SHHHH (quiet) everyone.

				    KEVIN
		       (impersonates Anjelica)
		Shhhhh. She's Anjelica Bauer
		speaking.  And she would like to
		order some alcoholic beverages.
Kevin LAUGHS quietly and Frank ROLLS his eyes.

				    FRANK
		       (impersonates Anjelica)
		Uh yes.  I would like to order six
		bottles of scotch.  Seven bottles
		of gin.  Six cases of your very
		best champagne, and eleven cases
		of beer...Oh I was afraid that
		eleven cases of beer might sound 
		a bit excessive ih uhm and I have
		a perfectly valid explanation.  Uh
		yes.  Well it seems that I have
		family flying in from back east.
		And well...the boys insist that
		I have a substantial amount of
		beer available.

Frank COVERS the mouth of the receiver.

				    FRANK
		What a load of hockey.

Priscilla JOINS them.  Kevin INTERRUPTS Frank.

				    KEVIN
		       (impersonates Anjelica)
		You heard it from the horses rump.
		The boys insist that she have a
		substantial amount of beer
		available.

				    FRANK
		Will you knock it off?
		       (impersonates Anjelica)
		Uh yes.  And would you kindly
		deliver that order to twelve
		eighty three west lankershim?  My
		maid Priscilla Ransom shall take
		possession of the shipment...
		A free bottle of cognac for me?
		Bless you.  Thank you and have a
		lovely day.
 
				    ALAN
		He's so gracious and refined when 
he pretends to be Anjelica.
INT. THE HIDE OUT – NIGHT

The party is over. Frank and Paulette OPEN wedding gifts.

				    PAULETTE
		Look baby, grandpa gave us ten
		thousand shares in the company.

				    FRANK
		That should give Anjelica a
couple of ulcers to add to her
collection.

Kevin WALKS up.

				    KEVIN
		Frank, let me holler at you in the
		office.

Frank WALKS with Kevin to 

THE OFFICE

				    KEVIN
		Doreen just told me that Anjelica
		is planning a huge party for the
		Carlton foundation.  So what are
		you gonna do about it?

				    FRANK
		The only logical thing, silly.
		I'm going to ruin it for her.
		Duh.

				    KEVIN
		       (grins)
		I knew you wouldn't let me down.

INT. GUEST ROOM OF ANJELICA'S MANSION – DAY

Anjelica hosts a big party for the Carlton foundation.
Doreen WHEELS in a cloth-covered catering cart.  Frank
JUMPS OUT of it.

				    FRANK
		Keep the motor runnin', I'll
		only be a minute.
    DOREEN
		You better make me laugh or I'm
		telling Anjelica you over here
		stankin' up the place.

				    FRANK
		Get ready to bust a gut.

Doreen smiles and TAKES OFF.  Frank MIXES into the crowd.
He APPROACHES several foundation members.

				    FRANK
		You with the Carlton foundation?

				    MEMBER 1
		I most certainly am.

				    FRANK
		Good because I'm Frank Reed.  I'm
		Anjelica Bauer's son-in law.  I
		knew her back when she lived on
		the farm. Listen, one time Anjelica
		and I were skiing up at squaw 
valley.  And when she walked 
across a patch of ice she slipped
and busted her ass.

Frank LAUGHS too loud, SLAPS member 1 on the back and his 
dentures FLY out of his mouth and into his drink.

				    FRANK
		Better grab those things before
		they bite somebody.  Gotta run.

Member 1 PICKS his dentures out of his glass and Frank 
MOVES ON to MEMBER 2.

				    FRANK
		You with the Carlton foundation?

				    MEMBER 2
		As a matter of fact yes.

				    FRANK
		I'm Frank Reed, Anjelica's son-in
law.  Waiter, haul some of them
vittles over this way.
A waiter WALKS up with a tray of hors d'oeuvre's.  Frank
GRABS two handfuls.  Doreen LAUGHS from a distance.

				    FRANK
		It's best to load up so I won't 
		have to keep pesterin' the help.

				    MEMBER 2
		I take it you have a large
		appetite.

				    FRANK
		Listen up Charlie, the only thing
		you're gonna take around here is a
		ass whippen.

Frank takes a BITE of the hors d'oeuvre and quickly
SPITS it out.

				    FRANK
		Uuuuh, yuck, blech.  This thing
		tastes just like a baseball glove.

Frank STICKS the hors d'oeuvre in several of the MEMBERS
faces.

				    FRANK
		Here try it.  It tastes just like
		a baseball glove.

				    MEMBER 2
		No thank you, I'm on a strict diet.

Member 2 ESCAPES from Frank and WHISPERS to fellow
foundation members.

				    MEMBER 2
		If he's the kind of scum Anjelica
		associates with, then she has no
		place in our organization.

Frank MOVES on to MEMBER 3.

				    FRANK
		The name's Frank Reed.  I'm ol'
		bucket of bolts uh ih uhm I mean
		I'm Anjelica's son-in-law.
				    FRANK
		I don't care how many big words
		Anjelica uses or how high up in
		society she goes.  She'll always
		be my little farm girl.

				    MEMBER 3
		You two must be really close.

				    FRANK
		Oh yes.  Why, we do everything
		together.  Well, not everything.
		We don't do the freaky thing
		together.  And we use separate
		restrooms...Most of the time.

				    MEMBER 3
		How remarkable.

Member 3 SIPS from his drink.

				    FRANK
		Would you like to smell my 
arm pits?

Member 3 SPITS OUT his drink.

				    FRANK
		I'll take that as a yes.

IN THE LIBRARY

SUPER: "TRANSLATION: FIND THE CREEP."

				    ANJELICA
		Preliminary reports of random
		sightings of a most vile creature
		embolden me to take evasive and
		aggressive tactics aimed at the
		elimination and unceremonious
		removal of said individual.
		Thereby attesting to my superior
		intellect involving such matters
		of such grave and stupefyingly
		immense high brow proportionally
		evident properties...Therein.

Anjelica SHOWS her BODYGUARDS a picture of Frank.

				    ANJELICA
		If you see this punk at my party,
		I want you to rip off his 
		reproductive organs.  After that,
		if he's still standing, I want 
		you to cut off his hair.

				    DANNY
		       (shocked)
		Cut off his hair.  Mother must
		really be pissed.

The bodyguards TAKE OFF to search for Frank.  An upset
Doreen GRABS a cloth covered catering cart that's loaded
with food and SEARCHES for Frank.

IN THE DINING ROOM

Frank CHATS with a foundation member when Doreen SHOWS UP.

				    FRANK
		The only use I would have for one
		of these expensive vases is to
		throw at one of those sex crazed
		numbskulls I hang out with.  Of
		course I'm nothing like them.

				    DOREEN
		Hop in.  It's time to haul ass.

				    FRANK
		Anjelica must be ready to swim.  
You'll want to cover your eyes 
because it's not a pretty sight.

Frank HOPS in the cart seconds before bodyguards ARRIVE.
Doreen WHEELS him to the

BACK DOOR

She SHOVES the cart out the back door.  Several guests eye
her suspiciously.

				    DOREEN
		Cuttin' out cholesterol, chile.
INT. THE HIDE OUT BAR – DAY

The gang LAUGHS about Frank's exploits at Anjelica's party.
Kevin's cousin, solo singer DARNELL WILLIAMS, is with them.

				    KEVIN
		       (to Darnell)
		Now you get to see Frank do the
		routine.
	
				    DARNELL
		What's the routine?

				    KEVIN
		Frank you tell him.

				    FRANK
		This is the routine.  Now that
		I ruined Anjelica's party, she's
		gonna send a couple of her
		flunkies over here to get me.
		Probably Beeotch and biscuit-head.
		So they're gonna get over here
		and say...Oh Frank we come in
		peace and we don't mean any harm
		and we just want to ask you a
		few questions.

				    DARNELL
		Frontin' huh?

				    FRANK
		Right.  So they're gonna start
		asking a bunch of stupid
		questions that they already know
		the answers to.  Then I'm gonna
		blow a fuse, make a scene and
		throw 'em out on their cushions.

				    KEVIN
		Speak of the devil.  Here they
		come.

				    FRANK		
		And here we go again.


Beeotch, who wears a wig, ENTERS the club with Danny and
they APPROACH the gang.

				    FRANK
		Well if it isn't bitch and
		biscuit-head.

				    BEEOTCH
		The proper pronunciation is
		Beeotch.

				    FRANK
		Bitch, Beeotch, all the same.

				    DANNY
		We'd like to talk to you.

				    FRANK
		Oh yeah?

				    DANNY
		Do you mind if we speak in your
		office.

				    FRANK
		Sure.  Why not?

IN THE OFFICE

Beeotch, Danny and Frank ENTER.  Frank SHUTS the door.

				    FRANK
		Good thing you guys got here
		while it's safe.  The rat
		exterminator won't be here for
		another hour.

Frank quickly looks between Danny's and Beeotch's face, 
several times.  He looks for a reaction.  When they fail to
respond Frank frowns.

				    FRANK
		Well go ahead and talk.  You
		geniuses do know how to talk
		don't you?


        DANNY                         BEEOTCH
Why did you show up to       You had no right ruining
my mother's party and..      our party and you...

				    FRANK
		       (raises his hand)
		Ah ah ah.  Not so fast.  One
		dirtbag at a time.

				    DANNY
		Now Frank, we didn't come here
		to make trouble.  We just want to
		ask you a few questions.

				    FRANK
		Uh huh, sure sure, whatever.

				    DANNY
		Why did you ruin my mother's
		party for the Carlton foundation?

				    FRANK
		       (shouts)
		I was invited to that party.

				    BEEOTCH
		Hhmm that's funny.  But I don't 
		recall anyone sending you and
		invitation.

				    FRANK
		Look.  I heard it through the
		grapevine that the Carlton
		foundation invited the Bauer
		family to that party.  And 
		since I'm married to Paulette,
		technically that makes me
		family.
		       (loud)
		If you two would pull your heads
		out of your armpits for one
		minute, you would understand
		that fact.
		       (shouts)
		And we wouldn't have all these
		problems.

				    DANNY
		Frank, you knew that the Carlton
		foundation only wanted to see my
		immediate family at that party.

				    BEEOTCH
		And you know they wouldn't
		invite your kind to a dog fight.

				    DANNY
		Besides, you don't even like
		those people.

				    FRANK
		Say listen.  I'm sorry I didn't	
		read the fine print about this
		immediate family business.  And
		since when did you have to like
		somebody before it's o.k. to
		party with them?
		       (to Beeotch)
		And you.  When you referred to me
		as your kind, what did you mean by
		that, a crack?

				    BEEOTCH
		Not only that but I think your
		kind is slimy, lazy, inept and
		should be banished to the
		nearest sewer.

				    FRANK
		Ah, you're just mad because all
		you got for Christmas was a can
		of deodorant and a bed pan.

				    BEEOTCH
		       (aggravated)
		I can see that the only thing
		your head is good for is coming
		up with twisted and perverted
		thoughts.

				    FRANK
		Well listen up sister, the only
		thing your head is good for is
		a place to hang a wig.
Frank turns and WALKS toward the door.  BEEOTCH LUNGES at
him.  Danny RESTRAINS her.

				    FRANK
		Look, I'm tired of listening to
		this hockey.  Haul it out of here.

Danny and Beeotch WALK towards the door.

				    DANNY
		You don't want to mess with us
		Frank.  We're very powerful
		people.

				    FRANK
		Yeah?  Well if your strong breath
		is an indication of your power, 
		then I'm in deep caca.  Here's the
		door, use it.

Frank OPENS the door, the gang FALLS through it and onto
the floor.  Danny and Beeotch WALK through the door.

				    BEEOTCH
		You're skating on thin ice and
		don't even now it.
	
				    FRANK
		Blah blah blah blah, mumbo jumbo.

Frank SLAMS the door in Danny's and Beeotch's face.  The
gang GETS UP off the floor.

				    FRANK
		So did you enjoy the show?

				    KEVIN
		You bet we did.

				    DARNELL
		       (loud)
		What are they picking on you for?
		You were invited to that party.

				    MARK
		Did you enjoy yourself?

				    FRANK
		Is a drunk thirsty? You know, this
		crashing parties business is a lot
		more fun than I expected.  I
		highly recommend it as an
		alternative form of therapy.

				    ALAN
		That and cross dressing.

Everyone gives Alan a strange look.  He BLUSHES.

INT. FRANK'S APARTMENT – DAY

The gang sits on the couch, DRINK liquor and SMOKE weed.

				    FRANK
		Can you imagine Beeotch and
		biscuit-head trying to talk some
		sense into my head?  Who ever
		heard of such a ridiculous idea?

				    KEVIN
		I know.  No wonder you had a cow.

				    MARK
		I bet you those buffoons won't 
pull another stunt like that.

				    ALAN
		Yeah, that'll teach 'em.

Darnell uses the remote to TURN ON the tv.  The 60's tv 
series "Batman" shows.  The gang BREAKS into LAUGHTER.

				    ALAN
		Hey it's batman and robin beating
		up the penguin and joker.

				    DARNELL
		Kapow, whap, crunch, thunk, wham.

A glass bowl full of pretzels mysteriously RISES off of the 
coffee table.  Mark notices it first.

				    MARK
		Whoa baby, will you look at this?
				    KEVIN
		Well call me collect.

The gang stops clowning and watch the bowl of pretzels
RISE.  They watch like a bunch of curious "Sesame Street"
muppets.

The bowl quickly CRASHES down into the table and SHATTERS.  
The gang breaks into LAUGHTER.

				    FRANK
		Cool dude.  So what do you
		think of that?

				    ALAN
		No strings, no wires.

				    DARNELL
		Looks like somebody pissed off 
		Rufus the ghost.

				    FRANK
		Hey, now that we're high, let's go
		get into somethin'.  Get it, we're
		gonna go get into somethin'?
		       (to Kevin)
		Pass it down.

Kevin gives Frank an exaggerated WINK if the eye and turns 
to Mark.

				    KEVIN
		       (to Mark)
		We're gonna go get into somethin'.
		Pass it down.

				    MARK
		       (to Darnell)
		We're gonna go get into somethin'.
		Pass it down.

				    DARNELL
		       (to Alan)
		We're gonna go get into somethin'.
		Pass it down.


				    ALAN
		       (to no one)
		We're gonna go get into...

Alan notices that he's talking to no one.  So he LAUGHS and 
GOES to the front of the line to give the message to Frank 
who started it.

				    ALAN
		We're gonna go get in...

				    FRANK
		Will you jump in a toilet?

				    KEVIN
		So what can we get into?

Frank DANGLES a set of keys.

				    FRANK
		I'm sure we can give Anjelica a
massive headache with these.

				    DARNELL
		What do those go to?  And where
		did you steal 'em?

				    FRANK
		       (chuckles)
		Let's just say that I bumped
		into biscuit-head a while ago.

INT. DANNY'S OFFICE – DAY

The gang ENTERS.  Alan crosses his eyes and brings his 
index finger to his lips to SHHH (quiet) everyone.  Then
he TALKS like Elmer Fudd.

				    ALAN
		Shhh.  Be vewy vewy quiet. I'm
		huntin' a wabbit.

Alan RELEASES a LOUD HICCOUGH and LAUGHS.

				    FRANK
		Kevin you check the filing
		cabinet.  I'll look in the desk.
				    ALAN
		What are we looking for?

				    FRANK
		Nothing in particular.  I just
		feel like breaking into 
		somethin'.  You ever get that
		feelin'?

Frank looks into an envelope, GRINS and STASHES the 
envelope in his shirt.  The gang hears someone ENTER the 
office and they PANIC like sissies.

				    KEVIN
		Everybody hide.

The gang starts to HIDE.  Claudius APPEARS.

				    MARK
		We don't have to hide.  It's
		just Claudius.

				    DARNELL
		You mean it's only Claudius.

				    ALAN
		You mean it's nobody but Claudius.

				    CLAUDIUS
		What are you thugs doing in here?

				    KEVIN
		       (effeminate)
		You're right on time.  This thug
		just whipped up a mouthwateringly
		delicious soufflé.  Would you care
		for a palate pleasing morsel?

				    DARNELL
		I'll have a taste.

				    CLAUDIUS
		What do you want?

				    ALAN
		World peace.  But I'll settle for
		an ice cold bud and Britney Spears.
				    CLAUDIUS
		I'm calling security.

				    FRANK
		No you're not.  Grab him.

The gang GRABS Claudius.  They use an extension cord to TIE
him to a chair.  Alan BALLS up several sheets of typing 
paper and SHOVES the wad into Claudius' mouth.

Kevin gives Claudius' swivel chair a good SPIN.

				    FRANK
		Well if it isn't Sparky the
		wonder boy.  All tied up.

				    DARNELL
		Alan I warned you about picking up
		stray animals.

				    ALAN
		I just fed it one time and it
		followed me home.  Does anybody
		know what it is?

				    MARK
		       (to Alan)
		I don't know what it is.  Do you
		know what it is?

				    ALAN
		       (to Frank)
		I don't know what it is.  Do you
		know what it is?

				    FRANK
		       (to Darnell)
		I've never seen anything quite
		like it.  Do you know what it is?

				    DARNELL
		I know.  We'll ask the legendary
		honorary alumni, academic doctor
		professor, Percival Peter Paul
		Pompous m.d.  He knows everything.
		Doctor Pompous do you know what 
		this ugly thing is?
				    KEVIN
		Gentlemen.  This hideously ugly, 
grotesquely perverted, 
		otherworldly appearing creature is
		in reality the extremely rare
		Santamonicasaurus.

Everyone OOHS and AAHS in excitement and shock.

				    KEVIN
		A timid, simple-minded creature
		that existed in the prehistoric
		lowlands of Santa Monica during
		the late Jurassic period of the
		Mesozoic era.

				    MARK
		The Santamonicasaurus?

				    DARNELL
		Well slap me three times and
		call me a taxi cab.

				    ALAN
		O.k.  You're a taxi cab.

				    MARK
		Do you realize how rare this
		hideously ugly creature is?

				    ALAN
		Does it bite?

Frank PACES back and forth.

				    FRANK
		So doctor professor Pompous. Are 
you saying that this hideously
ugly, grotesquely perverted, 
otherworly appearing creature is 
in reality the extremely rare
		Santamonicasaurus?  A timid,
		simple-minded creature that
		existed in the prehistoric
		lowlands of Santa Monica during
		the late Jurassic period of the
		Mesozoic era?
				    KEVIN
		If my observations are correct.
		And it is widely known in
		scientific circles that my
		observations are always correct.

				    FRANK
		I don't believe you doctor.

Frank GRABS a magnifying glass out of the desk.

				    FRANK
		I'll have to investigate this
		matter a little further.

Frank takes a close look at Claudius through the magnifying 
glass.  He POKES OUT his bottom lip and goes bug-eyed.

				    FRANK
		It is the Santamonicasaurus.

Everyone, including Kevin, OOHS and AAHS in excitement.

				    FRANK
		And a fine specimen too I might
		add.  A fine specimen indeed.

Kevin PULLS the wad of paper out of Claudius' mouth.

				    KEVIN
		Any last words Sherlock?

				    CLAUDIUS
		You clowns are on drugs.

				    KEVIN
		Drugs?

Kevin SHOVES the wad of paper back in Claudius' mouth and 
gives his swivel chair a good SPIN.

				    DARNELL
		I ain't seen no drugs since Michael
		Jackson was black.

				    ALAN
		I thought we were taking vitamins.
				    FRANK
		That's it.  I'm suing my doctor
		for malpractice.

				    DARNELL
		Word.  Word.  Keepin' it real.

				    FRANK
		I'm charging him with
		misrepresentation.

				    KEVIN
		Misinformation.

				    MARK
		Misdemeanor.

				    ALAN
		Mississippi.

				    DARNELL
		And and and miss south central
		thrown in for good measure.

				    FRANK
		Hey.  Since we're still high,	
		let's go dining out.  Get it?
		We're gonna go dining out.

Alan and Darnell give Frank an exaggerated WINK of the eye.

EXT. DENNY'S RESTAURANT – DAY

INT. DENNY'S RESTAURANT – DAY

A waitress SERVES food and LEAVES. The gang EATS like pigs.

				    MARK
		So what happened after that?

				    DARNELL
		I was walkin' down the doggone
		stree...Bill Eads cussed me out
		...and I spoke to Boe Boe.

				    KEVIN
		Whose turn to sneak out last?
				    MARK
		Not me.

				    ALAN
		Not me.

				    FRANK
		Not me.

				    DARNELL
		I did it the last time.

				    KEVIN
		No you didn't.  Alan snuck out
		of the house of blues.  It's
		your turn.

				    ALAN
		Uuuuh, Mark did you cut loose
		with a silent but deadly?

				    MARK
		It wasn't me so it must have been
		Darnell.

				    DARNELL
		I didn't do nothin'.  The waitress
		did a drive-by.

				    FRANK
		I need to start hanging out with a
		higher class of unwashed hoodlums.

				    ALAN
		Their property values took a nose
		dive when we blew in.

Darnell STANDS UP, GRABS a chicken leg and WALKS towards 
the exit.

				    MARK
		Who told you to relocate?

				    DARNELL
		I'm gettin' out of this gas	
		chamber.  Somebody needs to
		tighten their valve.
				    MARK
		Stop thief.

				    ALAN
		Hold that tiger.

				    KEVIN
		Back that ass up.  You know you 
		have to sneak out last.

Darnell SITS DOWN and EATS his chicken leg like a pig.

				    ALAN
		Hey, my eggs are runny.  And I
		asked for scrambled.

				    FRANK
		Send it back.  Just because we're
		not paying for this overpriced 
		slop doesn't mean they have to
		stiff us on quality and service.

				    KEVIN

		Well fellas, it's time to make
		tracks.

Kevin GETS UP and LEAVES.  FOLLOWED by Mark and Frank.

				    ALAN
		Make sure you leave a big tip so
		they won't think we're cheap.

				    DARNELL
		Yeah.  We wouldn't want that kind
 		of malicious gossip gettin' around.

Alan WALKS out of the restaurant.

EXT. DENNY'S RESTAURANT – DAY

Frank is at the wheel of his '69 Camaro. The engine RUNS.
Alan, Kevin and Mark are also in the car.  Darnell ROCKETS
out of the front door of the restaurant FOLLOWED by the
WAITRESS.

				    WAITRESS
		Cough up the cash pigs.
				    DARNELL
		But I left you a tip.

Darnell RACES to

THE CAR

DIVES into the passenger side window and Frank PEELS OUT.

				    DARNELL
		Burn rubber baby buh-buh.

Frank and the gang RACE away from the restaurant but
Darnell is THROWN from the car and ROLLS down

A HILL

				    MARK
		Ever get the feeling that we're
		short one occupant?

Darnell ROLLS and causes a traffic PILE UP and near misses.
He ROLLS past

A SCHOOL

He almost RUNS OVER a traffic guard and school children.
They JUMP BACK.

				    ALAN
		He has a funny way of saying he
		doesn't like your driving.

Darnell comes to a STOP in front of a

CITY BUS

He STANDS UP, DUSTS himself off and PICKS bubblegum, candy
wrappers and other debris off of himself.

				    DARNELL
		That's the last time I go joy
		riding with a clown who got his
		drivers license from a lottery
		scratch-off.


Frank and the gang DRIVE UP.  Darnell GETS IN the car and 
they drive off.

				    MARK
		What a way to see the USA, aaay?

				    KEVIN
		Hey Darnell, could you drop me off 
		at Wilshire and Figueroa?

				    DARNELL
		I'd like to drop you off a cliff.

				    ALAN
		Hey Frank, what was in that
		envelope you found in Danny's
		office?

				    FRANK
		The answer to my prayers.
		Gentlemen, I have tickets to the
		grammys.

				    MARK
		       (shocked)
		Tickets to the grammys?

				    KEVIN
		What the..?

MONTAGE – FRANK HAS TICKETS TO THE GRAMMYS

--Anjelica SHOUTS "TICKETS TO THE GRAMMYS?"

--Twyla SHOUTS it.

--Matt SHOUTS it.

--Tina SHOUTS it.

INT. CONNIE'S APARTMENT – DAY

Connie is on the phone in shock.

				    CONNIE
		What's a grammy?

EXT. THE BEACH – DAY

Connie FILES her nails, Priscilla APPLIES lip stick and
Tina BRUSHES her hair.  They recline in chairs.

				    TINA
		This person I know has something I
		want really bad, but I don't know
		how to make him give it to me.

				    CONNIE
		I know how you can get a man to
		give you anything you want.
		Just tell him that you love him.

				    PRISCILLA
		Girl, you been suckin' on too
		many exhaust pipes.

				    CONNIE
		For real.  How do you think my
		aunt Boomerang got that nice
		spread out in Malibu?  All she
		did was tell a couple of rich
		suckers that she loved them.

Tina GRINS

				    TINA
		I know a sucker who's lookin' for
		love.

INT. THE HIDE OUT BAR – DAY

				    TINA
		Frankie I love you.

				    FRANK
		So what am I suppose to feel, 
lucky?

				    TINA
		I'm serious.  I was wrong for
		kicking you out of my car that
		time.  But since you've been away,
		I got a bad case of the hots for 
you, baby.
				    FRANK
		Tina you either need to cut down
		on your dosage of drugs or quit
		all together.  Because you're on
		a monumental legendary phenomenal,
		major super-duper, over the top
		off the deep end, all expenses
		paid trip.

				    TINA
		Oh Frankie you say the cutest
		things.  Why don't you come over
		to my place and help me break-in
		my new Jacuzzi?

				    FRANK
		Will you be there?

				    TINA
		Of course silly.

				    FRANK
		Then I'll pass.

Frank WALKS away and Tina gives him a dirty look.  Mark
CATCHES UP with Frank.

				    MARK
		Frank, I've got another nut
		case for you.

				    FRANK
		Twenty bucks deluxe?

				    MARK
		Here.

Mark HANDS Frank twenty dollars, WHISPERS in his ear and 
they APPROACH MISTER CLEAN.  Frank looks demented.

				    FRANK
		You got something against dirt?

				    MISTER CLEAN
		Oh yes.  I hate the stuff.  Have
		you ever seen dirt under a
		microscope?  It's hideous.
				    FRANK
		You seem to forget that you're 
		made of dirt.  It's a scientific
		fact.  It's even in the bible.
		Thou art dirt and dirt is thou.
		It goes somethin' like that.

Mister clean goes into shock and STUMBLES out of the club.

INT. PSYCHIATRIST'S OFFICE – DAY

Mister clean lies on the couch.

				    MISTER CLEAN
		Doctor, am I made of dirt?

INT. THE HIDE OUT STAGE – DAY

				    FRANK
		Do you ever get funny urges?  I
		do.  Like, right now I have a
		funny urge to break my brother-
		in-law Danny's finger.  But I
		don't want him to figure out what
		I'm up to.  Now how do I break
		Danny's finger without him
		getting suspicious?  
		       (snaps his finger)
		I know, I'll punch him in the
		nose.

The band plays a ROCK SONG.

EXT. LONELY ROAD – NIGHT

Priscilla DRIVES drunk, loses control of the car and 
CRASHES.

INT. JAIL CELL – NIGHT

A GUARD RELEASES Priscilla from her Jail cell.

				    GUARD
		You're free to go.



INT. JAIL FRONT OFFICE – NIGHT

Priscilla MEETS UP with Frank.  As they LEAVE they PASS by 
a COP who questions a TOUGH GUY.

				    COP
		So you won't talk, aaay tough guy?

				    TOUGH GUY
		That's right copper.  You're not
		gonna make a stoolie out of me.

				    COP
		Looks like I'll have to send
		Frankie and that bunch of
		unwashed hoodlums after you.

				    TOUGH GUY
		I'll talk.  I'll talk.  I drove
		the getaway car.  Daddy dewdrop
		supplied the guns.  Skillet
		stashed the dough in one of those 
		lockers at the greyhound.  Our
		hideout is at nineteen forty
		seven Olympic boulevard.  I was
		born February seventeenth 1961.
		My mother's maiden name was
		Humphrey.  I wear size thirty six
		underwear.  I'm aquarius.  I put
		the ram in the ramalamadingdong.
		I'm the voice of cousin itt.

				    COP
		Works every time.

EXT. LONELY STREET – NIGHT

Priscilla and Frank sit in his '69 Cougar.

				    PRISCILLA
		       (weeps)
		When Kevin finds out I wrecked his 
		car he's gonna kick my black ass.

				    FRANK
		Why don't you paint your ass white
		and confuse him?...I'm sorry.
				    PRISCILLA
		Kevin can't find out about this.
		Frank, you gotta bail me out.

				    FRANK
		With what, my good looks?

INT. THE HIDE OUT – DAY

An aggravated Frank WALKS in and approaches Priscilla.

				    FRANK
		I need to see you in the office.

Frank and Priscilla WALK into

THE OFFICE

Tina's suspicion is aroused and she FOLLOWS them.  Tina 
SWALLOWS her drink and put the shot glass up to the door
so that she can listen in.

				    FRANK
		Well I got it for you.

Frank TOSSES several envelopes on the desk.  Priscilla 
PICKS one of them up.

				    PRISCILLA
		Oh good.  Now we're in the clear.

				    FRANK
		Priscilla, that's the last time I
		intercept your mail for you.
		Kevin almost caught me.

				    PRISCILLA
		We have nothing to worry about.
		We repaired the car.  You got the
		court papers and now I just have
		to make sure I don't drink and
		drive anymore.

Priscilla and Frank hear a NOISE outside the office.

				    FRANK
		What was that noise?
Frank GOES to check out the noise.

OUTSIDE THE DOOR

Tina panics, DROPS the shot glass and RUNS.  Frank and
Priscilla APPEAR.  Frank picks up the shot glass.

				    PRISCILLA
		Let's go to lunch.  I don't
		feel safe here.

Frank and Priscilla survey the club suspiciously.  They
WALK out of the club.  When they're gone, Tina RUSHES into

THE OFFICE

INTERCUT TELEPHONE CONVERSATION – TINA AND MATT

				    TINA
		Hey Matt, how would you like to
		attend the grammy awards?

				    MATT
		No thanks.  I'd rather stay home
		and wine and dine my pet
		rhinoceros.  Of course I wanna
		attend the grammys, dummy.

				    TINA

		Well put on a set of your best
		threads because we're going.

				    MATT
		How are you gonna pull this off?

				    TINA
		Let's just say I found out one of
		Frankie's dirty little secrets.

Tina and Matt GRIN.

INT. THE HIDE OUT OFFICE – DAY

Frank is seated at the desk.  Matt ENTERS.

				    MATT
		Okay, cough up the grammy tickets.
				    FRANK
		You must be out of your daisy
		pickin' mind.

				    MATT
		I know all about your dirty work, 
		covering up Priscilla's drunken
		joyride.  Now if you want to keep
		Kevin in the dark I suggest you
		fork over those tickets.
	
				    FRANK
		       (in shock)
		What?  How did you find?..

				    MATT
		Get a move on father time.  I
		didn't come here to look at your
		ugly chin drop to the floor.

Kevin ENTERS.  Frank RUSHES up to him.

				    FRANK
		Kevin, Priscilla wrecked your car
		in a drunk driving accident.  I
		helped her pay for repairs and I
		made sure you didn't see the court
		papers.

				    KEVIN
		You what?  How could you?

				    MATT
		I told him he should 'fess up.
		       (to Frank)
		Now don't you feel better?

Kevin JUMPS Frank and they FIGHT.  MATT RUNS out the door.

INT. KEVIN'S HOME – DAY

				    KEVIN
		Priscilla is there anything you
		want to tell me about my car?

				    PRISCILLA
		Not really.   The car is fine as...
				    KEVIN
		       (shouts)
		That's a lie.  You wrecked my car
		and you covered it up with Frank's 
		help.  I'm out of here.

Kevin STORMS out of the house.  Priscilla FOLLOWS him.

				    PRISCILLA
		But baby, I can explain.

Kevin is gone.  Priscilla STOPS.  A tear rolls down her 
cheek.

INT. FITNESS CENTER – DAY

Kevin RIDES a stationary bike.  Alan and Mark JUMP ON the
bikes on either side of him.

				    MARK
		Kevin you have to forgive them.
		Frank was just trying to help
		Priscilla.

				    ALAN
		And Priscilla panicked.  I'm
		sure she's learned her lesson.

				    KEVIN
		I am so pissed.  I can't believe
		they pulled something like this.

				    MARK
		You and Frank have been best
		friends since we were all kids.
		Surely you're not gonna give
		that all up over one mistake.

				    ALAN
		Plus you and Priscilla love
		each other.

INT. THE HIDE OUT BAR – DAY

				    FRANK
		I was wrong Kevin.  I'm sorry
		for lying to you.
				    KEVIN
		I forgive you.  And I know you
		have a soft spot in your head
		for Priscilla.

Frank and Kevin HUG.  Kevin WALKS over to Priscilla.

				    KEVIN
		I forgive you.

				    PRISCILLA
		I'll never do anything like that
		again.  And I'm gonna get help for
		my drinking problem.

Kevin and Priscilla HUG and KISS.

				    KEVIN
		So you finally admit it, huh?

				    PRISCILLA
		Well, it's true.

				    FRANK
		I bet you I know who our spy is.

Frank, Kevin, Mark, Alan and Priscilla HUDDLE UP.

INT. THE HIDE OUT BAR – DAY

				    MARK
		All right Frank you broke me down.
		I'll give you twenty five hundred
		for those grammy tickets.

				    FRANK
		       (last straw)
		I'm sick of everybody hounding me
		for these tickets.  Here Kevin
		take them.  This is my payment for
		covering up Priscilla's accident.

Kevin TAKES an envelope from Frank.  Tina starts to WALK 
out the club.  She is stopped by Kevin.

				    KEVIN
		Leaving my little party so soon?
				    TINA
		I have to get Cufflink from the
		vegetarian.  I mean the vet.

				    MARK
		Has he been sucking up too many
		flies?

Tina LAUGHS uncomfortably and LEAVES the club.

IN THE OFFICE

Kevin is on the phone, surrounded by the gang.

				    KEVIN
		No Matt.  The tickets are not for
		sale.  No dice.  Bye bye.

Kevin HANGS UP the phone.

				    FRANK
		So if we didn't tell him, who did?

				    ALAN AND MARK
		Tina.

Priscilla EXPLODES.  She goes bug-eyed, THROWS UP her hand
as if she were taking an oath and PACES back and forth.

				    PRISCILLA
		Oh no she didn't.  No that heffa
		didn't.  I am taking ownership of
		that ass.  That's right.   The
		bitch can move to Timbuktu for all
		I care, but the ass is comin' with
		me, baby.

Priscilla PICKS UP the phone and DIALS.

				    PRISCILLA
		I'm calling that tofu and sushi'
		eatin' heffa right now and I'm
		gonna give her a major piece of my
		mind.

				    FRANK
		Would you say she's pissed.
				    KEVIN
		Pretty much.

INTERCUT TELEPHONE CONVERSATION – PRISCILLA AND TINA

				    PRISCILLA
		Hello Tina, this is Priscilla.  I
		know you're the one who told
		Matt about my accident.  Well
		guess what?  I'm coming over 
		there to see you.  And when I get
		there, I'm gonna kick your
		notepaper white ass through a
		brick wall you direct to video ho.

Tina goes into shock.

				    PRISCILLA
		And I'm bringing south central
		with me.

				    TINA
		South central?

Tina DROPS the telephone receiver, RACES around her
apartment and PACKS a few things.

INSERT – THE CAT

Cufflink CATCHES flies.  But he's so upset by the COMMOTION
Tina makes that he SCREECHES and JUMPS out of the way.

BACK TO SCENE

Tina RACES out of the apartment.  She LEAVES Cufflink 
behind and the door open.  Cufflink resumes CATCHING flies.

INT. AIRLINE TICKET COUNTER – DAY

Tina SCREECHES to a halt in front of a TICKET AGENT
				    
				    TINA
		I wanna buy a ticket.

				    TICKET AGENT
		To where?

				    TINA
		What do you have ready?

				    TICKET AGENT
		Bum-fuck, Egypt.

				    TINA
		I'll take it.

				    TICKET AGENT
		One way or round trip?

				    TINA
		One way.

EXT. AIRPORT – DAY

A jumbo jet LIFTS OFF the runway.

INT. JET CABIN – DAY

Tina sits in her seat and looks bug-eyed and WIPES her 
brow.

				    TINA
		South central, whew.

The jumbo jet FLIES into the horizon.

INT. KEVIN'S PLACE – NIGHT

The gang watches the grammys on t.v.

				    ANNOUNCER(VO)
		We now return to the seventeenth
		annual grammy awards.

				    KEVIN
		Look.  I see Paulette and Frank.

				    ALAN
		Where at?

				    KEVIN
		Can't you see them?  Sitting
		behind Elton John.

				    DARNELL
		That ain't Frank.  You need to get
		your eyes checked, mister magoo.

				    KEVIN
		You need to get your face checked 
		for freezer burn.

				    DARNELL
		You can't talk about nobody.
		Lookin' like the president of
		body odor incorporated.

				    KEVIN
		You look like somethin' that
		jumped out of my garbage disposal
		you ol' box head square.

				    DARNELL
		You couldn't even win amateur
		hoe night at the Apollo.

INT. THE GRAMMY AWARDS – NIGHT

Frank and Paulette TALK to a RECORD EXECUTIVE.

				    FRANK
		You'll have to come to one of my
		shows.  Or we can do lunch.

				    RECORD EXEC.
Here's my card.  Keep in touch.

The record executive HANDS Frank his card and WALKS away.

				    FRANK
		Well how do you like them apples?
		I made a connection.

				    PAULETTE
		You're gonna have your work cut
		out for you trying to whip those
		unwashed hoodlums into shape.

					FRANK
		Good point.

EXT. DRIVEWAY OF ANJELICA'S MANSION – DAY

Doreen PUSHES a baby carriage to her car and makes baby 
NOISES.  She OPENS the trunk of her car, UNLOADS bottles of 
liquor from the baby carriage, LOADS them into the trunk of
her car and TALK on her cellular phone.

				    DOREEN
		Frankie, this is Doreen.  The 
		secret password is Bertha got
		ran over by a tow truck.  How am
		I supposed to know where Anjelica
		gets her passwords?  Maybe she
		stashes 'em in her draws.

INT. THE HIDE OUT OFFFICE – DAY

Kevin DIALS a number on the phone.  The gang watches.

				    KEVIN
		Frank it's the liquor store.

Kevin HANDS Frank the phone.  He PUTS the receiver to his 
ear.

				    FRANK
		Aw dang.  It's bull dog face.

INTERCUT TELEPHONE CONVERSTAION – FRANK AND MR. MCGEEKADORK

				    FRANK
		       (impersonates Anjelica)
		Uh hello, this is Anjelica Bauer
		speaking and I would like to order
		some alcoholic beverages.

				    MR. MCGEEKADORK
		What's the secret password?
	
				    FRANK
		       (impersonates Anjelica)
		The secret password?  Uh oh yes
		the secret password.

				    MR. MCGEEKADORK
		You do know it don't you?
				    
    FRANK
		       (impersonates Anjelica)
		Ha ha ha.  Of course I know the
		secret password, silly.  After all
		I am it's original author.  The
		secret password is Bertha was run
		over by a tow truck.

				    MR. MCVANDERGRAFF
		You got it right.  You know
		misses Bauer, it's always a
		pleasure doing business with a
		woman as lovely as yourself.

				    FRANK
		       (impersonates Anjelica)
		Ha ha ha ha ha.  Why, mister
		McVandergraff you flatter me.

SUPER: "TRANSLATION: MY HUSBAND BETTER NOT CATCH YOU 
HITTIN' ON ME."

				    FRANK
		       (impersonates Anjelica)
		It would be most unfortunate if my
		husband were to chance upon you
		spouting such intensely 
		provocative romantic sentiments		
		in the direction of his lovingly
		and faithfully betrothed.  Uh
		yes, I require twelve cases...

Darnell INTERRUPTS Frank.

SUPER: TRANSLATION: "HIS HUSBAND BETTER NOT CATCH..."

				    DARNELL
		       (impersonates Anjelica)
		It would be most unfortunate if
		his husband were to chance upon...

				    FRANK
		       (covers receiver with hand)
		Get lost wastebasket face.

				    DARNELL
		I like you better as Anjelica.
SUPER: "A HALF HOUR LATER."

				    KEVIN
		Okay, now that we have the liquor,
		we have to get the food.  Are you
		ready to go shoplifting uh ihm uhm
		I mean shopping?

				    FRANK
		Yeah, but who's going shoplifting
		uh ih uhm I mean who's going
		shopping with me?

				    MARK
		I went shoplifting uh ih uhm I
		mean I went shopping last time.

				    ALAN
		Why don't you go Kevin?

				    KEVIN
		Is you conscious boy?  They
		wouldn't let me within three miles
		of a store out here.  Besides it's 
		your turn to go.

				    FRANK
		You want Alan to go?

Frank grabs the phone and DIALS

				    KEVIN
		Who are you calling?

				    FRANK
		The police.  So they can come over
		here and arrest us.  That way they
		can save everybody a lot of 
		trouble.

Kevin SNATCHES the receiver from Frank and HANGS UP.

				    KEVIN
		Give me that you athletic supporter.
		I know Alan only has a couple of 
brain cells to rub together but he's
coherent enough to pull off this job.
		    ALAN
Thanks Kevin.  And I won't goof up.

		    FRANK
Well grab those two brain cells and
follow me.

EXT. FRONT OF SUPERMARKET – DAY

Frank wears a leather trench coat and drinks a can of soda.  
Alan DROPS a bus token in the soda machine over and over.

				    FRANK
		What's the problem?

				    ALAN
		This soda machine won't take
		bus tokens.

		      	    FRANK
		You're pullin' my leg.

				    ALAN
		For real.  I drop the bus token in
		the machine and it keeps popping
		out.  No soda, just a bus token.

Frank CROSSES his eyes, SHAKES his head and brings the tip 
of his index finger to his chin.  All in one motion.

				    FRANK
		Hhmm that's funny.  But this soda
		machine used to take bus tokens.  
		Do you think it's out of order?

				    ALAN
		       (laughs)
		That's a joke, right?

Frank RAISES his can of soda, Alan TAKES OFF and Frank 
THROWS the can of soda at him.

				    FRANK
		No.  you're a joke.  Let's start
		shoplifting uh ih uhm I mean
		let's start shopping, you igit.

INT. SUPERMARKET AISLE – DAY
Alan and Frank shoplift.  Alan holds a big bag of chips.

				    FRANK
		Just what do you plan to do with 
		that, Einstein?

				    ALAN
		I'm gonna haul it out of the 
		store, dummy.

				    FRANK
		And how do you plan to do that?

				    ALAN
		I'll stuff it down my pants leg.

				    FRANK
		That should attract the ladies.
		Put it back.

				    ALAN
		No.  We need these chips to go
		go with the cheeseburgers.

				    FRANK
		I said put it back cement block
		head.

An ELDERLY COUPLE stand nearby.

				    ELDERLY WOMAN
		Look dear, they're having a 
		lover's quarrel.  How cute.

Frank gives the elderly woman a dirty look.

		  		    FRANK
		You can try to haul that thing 
		out of here if you want to.  But
		don't you come anywhere near me.
		I'm out of here.

				    ALAN
		And take that funky smell with
		you.  I know how to shoplift uh
		ih uhm I mean...shop.
INT. CHECKOUT STAND – DAY

Alan is detained by SECURITY AND Frank starts to LEAVE.

				    SECURITY 1
		       (to Alan)
		I'm afraid you'll have to come
		with us.

				    ALAN
		Huh?

				    FRANK
		       (to cashier)
		How silly of me.  I left my wallet
		outside in my car.  I'll be back 
in a jiffy.

				    SECURITY 1
		       (to Alan)
		You're under arrest for shop
		lifting.

				    ALAN
		       (points at Frank)
		Well, he's the mastermind.

SECURITY 2 APPROACHES Frank.

				    SECURITY 2
		Do you mind if I search you for
		merchandise?

				    FRANK
		Hell yeah I mind.  Do you mind if
		I search you for donuts?

Frank RUNS to the

FRONT DOOR

Groceries FLY out of his pocket-lined trench coat.

				    SECURITY 1
		       (calls out)
		Security, stop that thief.

Two security guards BLOCK the front doors.  Frank CRASHES 
through them.  He RUNS while groceries FLY out of his coat.

Alan sees his chance for escape and RUNS the other way.

INT. THE HIDE OUT BAR – DAY

The few groceries Alan and Frank managed to steal are laid 
out on top of the bar.  The gang looks them over.

				    KEVIN

		Let's see.  We got a pound of
		ground beef, a pack of hot dog
		buns, plastic knives and spoons, 
		and crushed potato chips.  Yep,
		this should be enough for a party.

				    DARNELL
		Yep.  We can feed this crowd and
		have enough left over for big Wanda 
		and Betty the bulldozer.

				    KEVIN
		looks like we'll have to pay for
		the food.

				    DARNELL
		Are you on drugs fool?  And if
		you are, can I have some?

INT. THE HIDE OUT STAGE – DAY

The band performs a ROCK SONG.  The record executive is 
impressed.  The crowd SCREAMS for more.

INT. THE HIDE OUT OFFICE – DAY

Contracts are laid on the desk.  The record exec. and the 
band look them  over.  The record exec. HANDS Fran a pen.

				    RECORD EXEC.
		Sign on the dotted line.

				    FRANK
		You got that right.  Ooh we're
		in business now.
Frank and the gang sign the contracts, then they APPLAUD.

MONTAGE – FRANKIE AND THAT BUNCH OF UNWASHED HOODLUMS 
BECOME STARS

--Champagne – Flows.

--Music charts – Number one song.

--Limousine – Frank STEPS OUT and is MOBBED by fans.

--Concert – the band PERFORMS and the crowd GOES WILD.

--Drugs – Alan and Frank SNORT cocaine.

END MONTAGE

INT. HOTEL ROOM – DAY

				    PAULETTE
		Frankie, I want a divorce.

				    FRANK
		A divorce.  What have you been
		snortin' on?

				    PAULETTE
		I can't take it anymore.  The
		hectic life, the groupies, the
		drugs and...

				    FRANK
		But I was in love with drugs 
		before I was in love with you.

				    PAULETTE
		Look, you can keep the stock in
		the company, I just want out of
		this marriage.

Frank CUDDLES UP to Paulette.

				    FRANK
		But baby, you know how much I
		love you.  You mean everything 
		to me.

				    PAULETTE
		Then you have to make a choice.
		What's it gonna be, drugs or me?

Frank slowly LETS GO of Paulette, GRABS his guitar case and
WALKS out of the room.  Paulette fights back a tear.

INT. THE HIDE OUT – DAY

The gang throws a big party.

				    KEVIN
		We hit number one again.

The gang APPLAUDS.  Darnell has difficulty popping a bottle 
of champagne.

				    FRANK
		Hurry up and pop the champagne.

				    DARNELL
		I know how to pop the champagne, 
		youngster.  Lookin' like a member
		of the lollipop guild.  All that
		dirt on the back of your neck.
		And you a filthy little mutha too.
		Suck some blood?  Is you some kind
		of freak boy?  A ugly freak.

				    FRANK
		Stuff a sock in it Dracula Junior.

Darnell POPS the cork on the champagne and it FLOWS.  Mark
WALKS UP and HANDS Frank a twenty dollar bill.

				    MARK
		I got a pet lover for you.  He thinks 
		his dog is GOD's gift to mankind.

				    FRANK
		I'll remedy that situation.

A demented looking Frank and Mark APPROACH PET LOVER.

				    FRANK
		So you think your dog is the cat's
		meow, aaaay?
				    PET LOVER
		Oh yes.  Fluffy is my best friend
		and closest companion.

				    FRANK
		I got bad news for you.  Your dog
		Fluffy doesn't really like you.

				    PET LOVER
		       (upset)
		How can you say such a thing?
		Fluffy adores me.  I can tell by the 
way she cuddles up to me and licks
my face.  Now if that isn't true 
love, I don't know what is.

		    FRANK
It's all an act to get you to feed
him.  I bet you if you stopped
feeding him your precious Fluffy
 		would turn on you like a bobcat.  
And if he knew how to talk, I bet 
you he would talk behind your back.

Pet lover STUMBLES away lookin' lost.  Frank and Mark 
LAUGH.

				    MARK
		You are the man.

				    FRANK
		       (drools)
		Got any other victims?

				    MARK
		Wipe your chin.

INT. PSYCHIATRIST'S OFFICE – DAY

Pet love lays on the couch in shock.

				    PET LOVER
		Doctor, I don't think my dog likes
		me.



INT. ANJELICA'S MANSION – DAY

Anjelica SIGNALS to Danny to huddle up.

SUPER: "TRANSLATION: I SMELL A RAT."

				    ANJELICA
		Premonitions of a most dastardly 
		development in tandem with the
		preconceived assumption of guilt on
		the part of my heretofore trusted
		but now estranged underling propel
		me to expedite pertinent measures
		towards the dispersal of the
		traitorous perpetrator at the risk
		of being inflammatorily rash.  To
		say the least.

				    DANNY
		You said a mouthful.

Anjelica and Danny WALK to

THE LIBRARY

They spy on Doreen who TALKS on the phone.

				    DOREEN
		Ooh Frankie, Anjelica's got some
		serious dirt planned for yo' ass.
		And it ain't nothin' nice.  You
better watch yo' back.  I don't
know all the details yet, but I...

				    DANNY(OS)
		We can give you all the details 
		you want.

Doreen goes into shock.

				    DOREEN
		It's kiss my ass goodbye time.

EXT. ANJELICA'S MANSION – DAY

		  		    DANNY(VO)
		Sick 'em.
Doreen ROCKETS out the front door with armloads of liquor 
bottles.

She is CHASED by a pack of BARKING DOGS that include a pit
bull, rottweiler, doberman german shepherd, collie, cocker
spaniel and a chihuahua.  

				    DOREEN
		       (hysterical)
		Heeeeeeeeeelp.

Doreen THROW the bottles of liquor into the open passenger 
side window of her car, RACES to the driver side door, HOPS 
in and PEELS OUT.  She LEAVES a trail of smoke.

The Chihuahua BARKS.  The other dogs stop barking and WALK 
back to Danny and Anjelica who stand in the front yard

EXT. TELEPHONE BOOTH – DAY

Doreen is on the phone.

				    DOREEN
		       (cries)
		Frankie, I got the boo hoo hoo hoo
		hoooooooooot.

INT. BACKSTAGE AT A CONCERT – NIGHT

The gang tries to sober up a drunk Frank.  He hallucinates 
and FREAKS OUT.  He SLAPS imaginary bugs off of his body.

				    FRANK
		Whoa momma they're all over me.

The gang watches in shock.  Frank GRABS his guitar case, 
OPENS it, GRABS a gun and SHOOTS at the imaginary bugs.

				    FRANK
		       (hysterical)
		They're not afraid of bullets.

				    DARNELL
		They must be from the ghetto.

				    ALAN
		Or Mississippi.
Kevin and Mark GRAB Frank and WRESTLE him to the ground.
He calms down.

				    FRANK
		The pink and purple honey bees
		were out to jack me.

				    KEVIN
		They weren't real.  You
		imagined them, fool.

				    FRANK
		I did?  Well let me get back to
		my nap.  Hit the light.

Frank lies down on a couch and goes back to sleep.  Kevin 
wakes him up.

				    MARK
		Wake up, we have a show to put on.
		Next time I'm taking up skydiving.

The band performs a ROCK SONG.  Doreen, now a member of the
band, SINGS back up.

INT. FANCY RESTAURANT – DAY

Frank is seated at a table.  VALESKA HAYWARD JOINS him.

				    VALESKA
		The name is Valeska Hayward.  But
		you can call me Val.  I'll be 
		writing your biography.  So why
		don't we start from the beginning?

		    		    FRANK
		Well let's see.  The name is
		Charles Frank Reed.  I was born in
		L.A.  My stepdad beat up on me for
		recreation so I ran away from home
		at thirteen and lived on the 
		streets of Hollywood where I got
		hooked on drugs.  Then I was
		drafted into Vietnam which really
		made me crazy.  Came back to L.A.,
		became a rock star and now my
		career's going down the toilet.
				    VALESKA
		That pretty much sums it all up.
		Now let's discuss the sequel.

INT. FANCY NIGHT CLUB – NIGHT

There's a big party.  Frank and Valeska make a glamorous 
ENTRANCE.  WENDY COLEMAN notices them.  Kevin HUDDLES up 
with Mark.

				    KEVIN
		This party is boring.

				    MARK
		Yeah.  There haven't been any 
		fights, break ups or explosions.
		Got any bright ideas?

				    KEVIN
		I know.  Follow me.

Kevin and Mark grin deviously and APPROACH Frank and Val.

				    KEVIN
		Frank, Wendy Coleman is telling
		everybody how ugly you are.

				    FRANK
		Who is that big ol' bowlegged, 
		ugly man looking woman callin'	
		ugly?  And where is she anyway?

				    MARK
		Over there cackling with her
		conniving hens.

				    FRANK
		Who's that football player you
		guys say she looks like, the one 
		who plays for u-c-l-a.?

				    KEVIN
		Bruce Halstead.

				    FRANK
		That's it.  Looks like I'll have
		to tell Bruce a thing or three.
Frank MARCHES toward WENDY COLEMAN ready for battle.  Kevin 
and Mark SNICKER to themselves and FOLLOW Frank.

				    FRANK
		       (calls out)
		Bruce.  Hey Bruceski ol' buddy
		ol' pal.
		       (confronts Wendy)
		Pardon me Bruce, but would you 
		still like to use my aftershave?

				    WENDY
		Sure I'll use your aftershave,
		since you'll never have any use
		for it.

				    FRANK
		Why you backwoods, potbellied,
		red neck sheriff's deputy.

				    WENDY
		Burn in hell you Barbie doll
		thief.

				    FRANK
		It's better than being a bloated 
		bag of trash, you bloated bag of
		trash.

				    WENDY
		Snail slime.

		  		    FRANK
		Three hundred horsepower mouth.

				    WENDY
		Sissy la la.

				    FRANK
		Cockeyed barfly.

				    WENDY
		Mama's boy.

				    FRANK
		Fart face.

				    WENDY
		Roto rooter breath.

Wendy and Frank stare at each other and PANT.  Frank GRABS 
her and they KISS.  They stop and PANT.

				    FRANK
		Your place or the alley?

				    WENDY
		The parking lot is closer.

Wendy and Frank RACE out of the club.  Mark and Kevin look 
at each other in shock.  Valeska gets angry.  Doreen RACES 
to Connie and Priscilla.

				    DOREEN
		Frank's gettin' his freak on
		with Wendy.

				    CONNIE
		       (stunned)
		Wendy the amazon supergroupie?

				    PRISCILLA
		Shut yo' mouth and keep on talkin'
		girlfriend.

				    DOREEN
		Honey, they outside burnin' down
		the parking lot.

				    PRISCILLA
		Oooooh. I sure hope Frank knows
		who he's gettin' into.

INT. WENDY'S BEDROOM – DAY

Wendy and Frank CUDDLE up in bed.

				    WENDY
		Do it again, Knuckles.

				    FRANK
		Ah ah ah, the hair baby.  Handle
		the hair with care.  

				    WENDY
		Why don't you order us a pizza?
		I'm gonna take a shower.

Frank GRABS the phone, Wendy JUMPS out of bed and GRABS her
purse.  She PULLS OUT a fifty and HANDS it to Frank.

				    FRANK
		Will fifty be enough?

Frank gets a strange look on his face.

				    FRANK
		Uh, uh just what did you want on
		this pizza?

			         WENDY
		Cheese and pepperoni.

				    FRANK
		Well I want mushrooms and sausage.
		Why don't you give me a hundred
		just to be on the safe side?

Wendy HANDS Frank the money.  She LEAVES.  Frank GRINS.

INT. SHOPPING MALL – DAY

Wendy and Frank STROLL through the mall with bags.

				    FRANK
		Thanks for all this nice stuff.
		I really like this Rolex.

				    WENDY
		Gotta make sure my man looks good.

Wendy and Frank WALK by a Santa Claus.

				    SANTA CLAUS
		Ho ho ho.  Merry Christmas.

Wendy SLAPS Santa Claus.  He CRASHES into a Christmas tree.

				    WENDY
		How can he call me that?  He
		doesn't even know me.
				    FRANK
		He didn't mean it like that.
		Let's hurry up and get out of
		here before he calls out his
		reindeer.

				    WENDY
		I'm hungry.  I'll get us some
		pizza at that stand over there.

Wendy WALKS towards the pizza stand.  Frank STOPS her.

				    FRANK
		No no no, let me get it.  Just
		give me a fifty since were only
		getting a couple of slices.

Frank TAKES the money and WALKS towards the pizza stand 
with a giant grin plastered across his head.

INT. VALESKA'S LIVING ROOM – DAY

Val interviews Frank.  A tape recorder sits on the coffee 
table.  She holds a notepad.

				    VALESKA
		So how was life on the streets
		of Hollywood?

				    FRANK
		Pretty wild.  We used to bust
		heads, steal cars and do drugs.
		All in good fun of course.

Val PUTS DOWN her notepad, STANDS UP and PACES.

				    VALESKA
		Frank, I have something to
		confess. I only took this book
		assignment because I love you.
		I've been in love with you for
		years.

				    FRANK
		Doesn't surprise me.  I usually
		have that effect on women.

Frank STANDS, WALKS over to Val and HOLDS her in his arms.

				    FRANK
		Well you're in luck, baby.  I
		happen to be full of love.
		Why don't we hop in bed and I'll
show you my dark side?

				    VALESKA
		I can think of something else 
		you're full of.  I might be in
		love with you, but I'm not cheap.

Val BREAKS FREE from Frank's embrace.

				    FRANK
		Okay, so you're expensive.  I'm
		a star I got cash.

Frank gets affectionate with Val.  She PUSHES him away.

				    VALESKA
		Will you knock it off, Johnny
		hormone?

				    FRANK
		Put that book stuff away madam
thinkalot and let's give the
old bed springs a workout.

				    VALESKA
		No.  Go take a bath.

Frank WALKS towards the door a bit angry.

				    FRANK
		I'm blowing this boring scene.
		I'm going where the action is.

INT. WENDY'S LIVING ROOM – DAY

The living room is full of cardboard boxes.  Wendy sits on 
the couch and PACKS dishes into a box.  Frank WALKS in.

				    FRANK
		Wendy, daddy's home.

				    WENDY
		Hhmm that's funny.  I always
		thought your home was
		underneath a rock somewhere.

				    FRANK
		You know, that sounds real smart
coming from a broad who has a 
couch growing out of her ass.
		
Wendy LAUGHS.  Frank SITS on the couch with her.

 				    FRANK
		So what's for din din chef
		Boyardee?
				    
				    WENDY
		Oh I don't know.  What would the
man of the house like?

				    FRANK
		Tacos sound good.

				    WENDY
		Well, everything you need to make
		tacos is at your local 
supermarket, Betty Crocker.

				    FRANK
		Let me guess.  You said that
		because you're a bitch, right?

				    WENDY
		Who are you calling a bitch,
		punk bitch?

				    FRANK
		I just asked a simple question
		you simpleminded tropical trollop.

Frank WHISTLES and tries to look inconspicuous.  Wendy 
STANDS UP over Frank.

				    WENDY
		You think you're real tough
		don't you?

Frank STANDS UP and faces Wendy.

				    FRANK
		I sure as hell don't have a
		marshmallow center.

				    WENDY
		Prove it, candy ass.

Wendy GRABS a c-d player off the end table.

				    WENDY
		What would happen if I was to
		break this c-d player of yours?
		
				    FRANK
		Nothin' would change.  You 
		still wouldn't have any sex
		appeal.

Wendy THROWS the c-d player onto the floor and it BREAKS.

				    FRANK
		Is that the best you can do?
		You're an amateur.  Watch how a
		pro does it.

Frank GRABS a clock out of a nearby box.

				    FRANK
		Is this your overpriced Elvis
		Presley wall clock?

Wendy looks worried.

		  		    FRANK
		You know, I've always admired
		this kind of junk.  The fine
		craftsmanship and the oooops.

Frank THROWS the clock down and it CRASHES to the floor.

				    WENDY
		You deliberately broke my clock,
		you crater faced sea serpent.


				    FRANK
		What are you pickin' on me for?
		I said oops.

				    WENDY
		So you wanna get funky, aaay
		Bootsy?

Wendy PULLS Frank's watch off his wrist, BACKS UP and holds 
it behind her back.

				    WENDY
		Nice Rolex.

Frank looks at Wendy anxiously.  He DIVES at her, she 
THROWS the watch to the floor and STOMPS on it.

				    FRANK
		       (shouts)
		Don't you break that you baboon.

Frank and Wendy stare each other down.  Frank looks around, 
notices a nearby vase and GRABS it.  Wendy tries to TAKE it 
but he HOLDS her at arms length.

				    FRANK
		Ah ah ah.  Back off Bruce.

Wendy stands back.  She has a worried look on her face.

				    FRANK
		       (grins)
		I wonder if this expensive vase of
		yours is as fragile as the experts
		say it is.  One way to find out is
		give it the old altitude test.

Frank THROWS the vase in the air, Wendy LUNGES for it and 
Frank GRABS her.  The vase CRASHES to the floor.  Frank 
POKES OUT his bottom lip and goes bug-eyed.

				    FRANK
		       (amazed)
		Why, it is fragile.  Just like 
		the experts said it was.  Yes
		indeedy, extremely fragile I
		must say.
Wendy GRABS Frank's guitar that stands nearby and SLAMS it 
into the floor until it BREAKS UP.  Then she TOSSES it at 
his feet.

				    WENDY
		Let's see you pump up the volume
		with that mister big ol' rock star.

				    FRANK
		You're a very sick woman you, you,
		you Budweiser Clydesdale.
				    
				    WENDY
		That's fine with me as long as you
		realize I'm one tough customer.

Wendy PICKS UP a box of dishes and WALKS towards the 
kitchen.  Frank RUSHES up to her.

				    FRANK
		Allow me to assist the lady with
		that box of fine china.

				    WENDY
		I don't need any help you meat
		by product.

Frank WRESTLES with Wendy for the box of dishes.

				    FRANK
		Oh, but I insist.  As a gentleman
		it's the least I can do to ooops.

Frank PUSHES the box of dishes out of Wendy's arms and they 
CRASH to the floor.  Frank DUSTS OFF his hands.

				    FRANK
		       (grins)
		Anything else, hon'?

				    WENDY
		Just for that, you don't get any
		drugs.

				    FRANK
		       (shocked)
		What?
Wendy holds a pill in her fingers.

				    WENDY
		This is the last pill and you
		can't have any because you smell
		like a pair of sweaty old socks.

				    FRANK
		You better share and share alike.

Wendy SWALLOWS the pill.

				    WENDY
		Too late, I swallowed it.

Frank GRABS Wendy and gives her the HEIMLICH MANEUVER.

				    FRANK
		Well you're just gonna have to
		unswallow it.  Cough up that pill,
		you loppy-eared camel jockey.

				    WENDY
		Get your filthy tentacles off of
		me you clumsy ape.

Wendy STRUGGLES to break free from Frank.  A bag of dope 
FALLS out of her clothes and onto the floor.

				    FRANK
		I wondered what happened to the
		drugs. You've been stashing them.

				    WENDY
		That's right, and you can't have
		any you hairy mouthed fruit loop.

				    FRANK
		Bite me butt face.

Frank and Wendy DIVE at the bag of dope.  Wendy GRABS it. 
Frank tries to TAKE it from her.  She ELBOWS him in the
groin.  He GRABS his groin in pain and JUMPS up and down.

				    FRANK
		       (screams falsetto)
		Ho ho ho ho ho.
				    WENDY
		What did you call me?

Wendy TURNS around, SLAPS Frank and he FALLS on his back.  
Wendy STASHES the bag of dope in her bosom and RUNS out of 
the house. Frank holds his groin and CHASES her.

				    FRANK
		I'm gonna grind your useless ass
		to a fine powder and sprinkle it
		over broken glass you ugly,
		cock-eyed, dumpster divin', metal
		munchin', space cadet.

EXT. WENDY'S HOME – DAY

Frank CHASES Wendy around the house.

				    FRANK
		Gimme some dope. This is the
		last time I shack up with a silly,
		double-chinned, hoochie-slut.

Frank TRAPS Wendy at 

A FENCE

She CLIMBS on the fence and GRABS the overhang of the roof.  
Frank GRABS her foot.

				    FRANK
		I got you now you wolfskunk.

				    WENDY
		In your dreams you beat up, broke
down, turned around hula girl.

Wendy CLIMBS on

THE ROOF

Frank tries to PULL her down.  She BACK KICKS him in the 
chin.  Frank CRASHES into the fence and FALLS on his face,
into a puddle of mud.

				    FRANK
		O no. Om willy pissth gnaw.
Wendy STANDS on the roof, fires up a joint and POPS pills.

				    WENDY
		Oh Frankie baby, I'm smokin' all
		the dope and you can't have any.

				    FRANK
		Say your prayers you bucktoothed,
		rusty back, club foot, rocky
		mountain goat.

Frank STOMPS around the house and into

THE GARAGE

He STOMPS out with a bag of golf clubs and THROWS them at
Wendy one at a time.

				    FRANK
		I'm gonna hit a ho in one.  Better
		give me some dope before I clock
		you with a nine iron.

Frank THROWS more golf clubs at Wendy.  She DUCKS them, 
PUFFS on her joint and POPS pills.  He THROWS golf balls.

				    WENDY
		You missed you loser.  Ooh I'm
		higher than the price of good gas.

				    FRANK
		I'm gonna pull a rabbit out of your
		ass and shove it down your throat 
		you bull-nosed, flat-headed man.

Frank GRABS a water hose and SPRAYS water at Wendy.

				    FRANK
		How's about a little water.  About
		time you washed your ass, you flea
		bitten, snot-nosed ghetto gargoyle.

Frank LOSES CONTROL of the water hose and is soaked.

				    WENDY
		I recommend a good therapist you
		pie faced hub cap thief.
Several police cars DRIVE UP, the OFFICERS JUMP out of the 
cars and DRAW GUNS.  Wendy THROWS her bag of dope away.

				    OFFICER 1
		Police.  Put your hands in the
		air.

				    FRANK
		Well I'll be an Egyptian gypsy.

				    WENDY
		Officer arrest that nut case.

Frank and Wendy put their hands in the air. Officer 1 
HANDCUFFS Frank and leads him to the police car.

				    FRANK
		Why are you arresting me?  She's
		the one acting like white trash.

INT. THE HIDE OUT BAR – DAY

INSERT – THE NEWSPAPER

Frank's mug shots are on the front page of the "National 
Blabbermouth."  The headline reads:

		"CRAZED ROCK STAR HOLDS INNOCENT
		FEMALE FAN HOSTAGE ON ROOF."

BACK TO SCENE

Kevin holds the newspaper.  Frank looks at it with him.

				    KEVIN
		This is a good way to get you
		peculiar looking puss prominently
		plastered all over the front page 
		of the paper.  You should leave
		that broad alone.

				    FRANK
		Where did they get those lousy
		pictures of me?  Look, the
		lighting's all wrong and my hair.
		       (hysterical)
		What have they done to my hair?
				    KEVIN
		Will you get serious?  Rumor has
		it that Wendy is getting ready to
		dump you.
		
				    FRANK
		You're just making that up.  Just
		like you made up the story that
		she called me ugly   What, are
		you jealous?

				    KEVIN
		Get a grip bozo.  Okay.  If she's
		not getting ready to dump you,
		then how do I know what nickname
		she calls you in bed?

				    FRANK
		What nickname does she call me?

Alan APPEARS with a drink in his hand.

				    KEVIN
		       (laughs)
		Haven't been able to rise to the
		occasion lately, aaay Knuckles?

Frank EXPLODES.  He PACES back and forth.

				    FRANK
		I'll hang that discount floosie.

Mark APPEARS.  He and Kevin GRAB Frank and try to RESTRAIN 
him.  Frank ROARS and BREAKS LOOSE.

				    FRANK
		Aaaaaaaaaaaah.

				    MARK
		He's blowin' a fuse.  Make sure
		he doesn't grab anything made of
		glass.

Frank looks around, spots Alan's drink and GRABS it.

				    FRANK
		Gimme that.
Frank SWALLOWS the drink, THROWS the glass at a wall and it 
SHATTERS.  He STOPS and takes DEEP BREATHS.

				    FRANK
		I'm not gonna let that one-eyed,
		pelican pie eatin', lactose
		intolerant gorilla make me lose
		my cool.  I'll take deep breaths
		and calm down, that's what I'll
		do.

Alan takes DEEP BREATHS too.  After Frank stops taking DEEP 
BREATH, he looks at Alan and becomes annoyed.

				    FRANK
		Will you knock it off?

Alan calms down.  Frank STOMPS towards the door.
	
				    KEVIN
		Where are you going?

				    FRANK
		I'm going to find Wendy.  And
		when I get my hands on her I'm
		gonna rip out every single hair
		on her hunch back.

INT. FANCY RESTAURANT – DAY

Frank confronts Wendy. The gang CROWDS around.

				    FRANK
		It's over baby, I'm dumping you.
		So you can go back to peddling
		your lumpy, methane gas spewin',
		duffel bag hauling, fur-covered
		carcass out on the interstate.

				    WENDY
		You can't dump me.  You better
		take me back or you'll be sorry.

		  		    FRANK
		Don't hold your breath,
		windshield wiper fluid breath.

				    WENDY
		Up yours twinkle toes.  If you
		don't take me back I'll make
		trouble for that mousy little
		girlfriend of yours.  What's her
		face, Val?  I'm gonna give her a
		run for her money.

				    FRANK
		No you're not.  If you go anywhere
		near Val, I'll chase you out of 
this town so fast your hair is 
gonna catch fire.

				    WENDY
		       (frightened)
		That's fast as hell.

EXT.  PATIO OF ANJELICA'S MANSION – DAY

Anjelica, Danny and Claudius drink tea.

				    CLAUDIUS
		Mother, I have splendid news.
		Frank has sold both his cars for
		drugs and is headed for skid row.
		Hallelujahs are most certainly
		in order.

				    DANNY
		My sentiments exactly.  He was
		due for a comeuppance.

SUPER: "TRANSLATION: GET THOSE STOCKS."

				    ANJELICA
		Prevailing circumstances prompt a
		customarily ingenious tactic,
		necessitating a shrewdly 
		orchestrated transfer of tangible,
		albeit highly coveted financially
		endowed portions to be resumed 
		forthcomingly by their, rightful,
		indisputable, uncontested and
		greatly deserving possessor of
		evident title.  In a manner of
		speaking herewith.
				    DANNY 
		I couldn't have said it better
		myself, mother.

INT. THE HIDE OUT OFFICE – DAY

Claudius and Danny sit on one side of the desk.  Frank sits 
on the other side.

				    FRANK
		Is that your final offer?

				    DANNY
		That's the best we can offer
under present circumstances.

Frank PULLS a gun out of the desk and AIMS it at Claudius 
and Danny.  Frank RUNS them out of the office and down

THE HALL

				    FRANK
		Well I'd like to offer you this.

				    DANNY
		       (hysterical)
		Help.

				    CLAUDIUS
		       (shouts)
		I highly recommend running in
		a zig zag pattern.

Claudius and Danny RUN zig zag so Frank can't shoot them.

				    FRANK
		Be still, dammit.  How do you
		expect me to shoot you if you
		run all crazy like that?

Kevin APPEARS.  Frank SHOOTS the gun at Danny and Claudius 
two times but misses his target.  Danny and Claudius RUN 
zig zag out of the club.

				    KEVIN
		Let me guess, they suggested you
		try a new hair stylist, aaaay?
    FRANK
		Those mental midgets tried to
		buy back my stock in their
		company.

				    KEVIN
		And all you did was shoot at them?
		Hhmph, if that had been me I would 
		have called out the black panthers.

				    FRANK
		They offered to buy back my cougar
		and camaro from mister big, plus
		two hundred dollars and half a gram
		of cocaine.  So I offered to pump
		'em full of lead.

Frank WALKS away.

				    KEVIN
		One of these days I'm gonna have
		a loooong talk with that boy.

EXT. BACKSTAGE AT A CONCERT – DAY

				    KEVIN
		Val, you wanna see something sad?

				    VALESKA
		Sure, why not.

Kevin LEADS Val to a door that opens to

THE STAGE

A half drunk Frank is at the microphone.  He DRINKS from a 
bottle of liquor.

				    FRANK
		My old lady asked me what she
		could do to make her self look
		beautiful. I told her she should
		bag her face.  You know...as a
		public service.



The audience BOOS.  Frank LAUGHS and takes a SWIG from his 
bottle.

				    FRANK
		Okay okay calm down.  Let me try
		this one on you.  Why did the
		chicken only cross half the road?
		       (belch)
		Because he got high.

Frank LAUGHS.  The audience BOOS and THROWS beer bottles, 
half eaten hamburgers and other trash at Frank.  He DODGES 
the trash.

				    FRANK
		Why you miserable pack of buck	
toothed ticket scalpers.  Walmart
		has Listerine on sale.

Frank THROWS his bottle of liquor and other trash at the 
audience.  He SLIPS and BUSTS his butt.  GUN FIRE from the
audience RINGS OUT.  The band RUNS for cover.

				    PRISCILLA
		Honey they shootin'

				    DOREEN
		       (hysterical)
		Run for cover, girl.

The audience calms down.  Val WEEPS.  Frank WALKS back to 
the microphone.

				    FRANK
		You poot butt morons wouldn't 
know a funny joke if it threw 
hot grease on you.

The audience LAUGHS.  Frank rolls his eyes.

INT. FANCY RESTAURANT – DAY

Frank and Kevin sit at a table.

				    KEVIN
		It's not easy for me to tell you
		this but Frank, you're fired.
    FRANK
		You can't fire me.  I'm the
		brains of this operation.

				    KEVIN
		Not anymore.  The label put me in
		charge.  I'm sorry but I can't
		let you take everybody down with
		you.

    				    FRANK
		       (tearful)
		But you know how much this band
		means to me.  I've given all I
		have to make this band a success.

				    KEVIN
		You clean up your act and then we
		can talk about success.

Frank WALKS away in tears.

MONTAGE – FRANKIE IS KICKED OUT OF THE BAND.

--Twyla, Beeotch and Danny LAUGH.

--Wendy LAUGHS.

--Tina LAUGHS.

--Matt LAUGHS.

--Claudius and Anjelica LAUGH and POUR champagne.

END MONTAGE


INT. FRANKS APARTMENT – DAY

The apartment is a mess.  A hung over Frank FUMBLES through 
a liquor cabinet full of empty bottles.  He PULLS OUT his 
empty pockets.  He DUMPS OUT his wallet.  No money.

				    FRANK
		Dammit, I need a drink.  I'm
		blowing dust bubbles.  And my
		throat is parched.

Frank STUMBLES to the telephone that sits on the end table. 
He grabs the phone and SITS on the couch.  He DIALS.

INTERCUT TELEPHONE CONVERSATION – FRANK AND MISTER 
MCGEEKADORK.

				    FRANK
		       (impersonates Anjelica)
		Uh hello, this is Anjelica Bauer
		speaking, and I would like to
		order some alcoholic beverages.

				    MR. MCGEEKADORK
		Knock off the phony routine.  You
		ever hear of a job, you bum?

SUPER: "TRANSLATION: I'M THE REAL ANJELICA BAUER."

				    FRANK
		       (impersonates Anjelica)
		Ha ha ha.  I must commend you on a
		job well done.  It is readily
		apparent that those imposters are
		going to face an insurmountable
		degree of difficulty convincing 
		you of their authenticity.  But 
		I'm afraid you suspicions are
		unwarranted in this particular
		instance.  Because I am
		undoubtedly, indisputably and
		beyond a shadow of doubt the
		singular one and only Anjelica
		Bauer...uh, speaking.

				    TELEPHONE(VO)
		Click.

END TELEPHONE CONVERSATION

Frank DIALS again.

INTERCUT TELEPHONE CONVERSATION – FRANK AND WENDY.

				    FRANK
		       (grins)
		Hey Wendy, you feel like pizza
		...and a roll in the hay?
				    WENDY
		Suck an egg you dizzy prom queen.

END TELEPHONE CONVERSATION.

Frank HANGS UP the phone and FEELS something beneath him in 
the couch.  He PULLS OUT a bottle of liquor.

				    FRANK
		Great horny toads.

Frank STUMBLES to

THE KITCHEN

He GRABS a glass.  He POURS the drink and WALKS back to

THE LIVING ROOM

He TRIPS over the table.  The drink FLIES out of his hand.

				    FRANK
		Holy socks.

The drink SPILLS.  Frank FALLS to his knees and WEEPS.

				    DOOR(VO)
		Knock knock knock.

				    FRANK
		Go away.  I'm hosting a beauty
		pageant.

				    DOOR(VO)
		It's your landlord.

				    FRANK
		Those damned landlords again.

Frank STANDS UP and WALKS to

THE FRONT DOOR

He OPENS it.  His LANDLORD is there.

				    LANDLORD
		I'm here for the rent.
				    FRANK
		I don't have it.  Uh, uh the dog
		ate my paycheck.

				    LANDLORD
		You better pay up or it's out on
		your ass buddy.

				    FRANK
		Oh please don't say that because
		I have sensitive ears.  And it
		would just kill me to have to
		move out of this palace.  Whose
		luxurious appointments include
		leaky faucets, paper thin walls
		and your very own army of 
		fighting cockroaches.

				    LANDLORD
		If you don't like it take a hike.
		I'm sure the cockroaches won't
		miss you.  Are you gonna pay up?

				    FRANK
		I'll pay up...Tomorrow.

Frank SLAMS the door in the Landlord's face.

				    FRANK
		Where can I steal some cash?

Frank plasters a giant grin across his face.

EXT. BUSY BOULEVARD – DAY

Frank RIDES a bike on a hot summer day.  He wears his black
leather trench coat.  He sweats, PANTS and WIPES his brow.

INT. SUPERMARKET CHECK-OUT STAND – DAY

Frank WALKS up to the CASHIER and POINTS a gun at her.

		 		    FRANK
		Reach for the stars.

				    CASHIER
		Is this a hold up?
				    FRANK
		No.  It's a rehearsal for 
		Hawaii five-o and that's your
		cue to give me all the money in
		the cash register.

				    CASHIER
		Hey, you're Frank Reed.  The 
		former lead singer of Frankie and
		that bunch of unwashed hoodlums.

				    FRANK
		Thanks for clearing that up for
		me because I woke up thinking I
		was Kool and the Gang.

				    CASHIER
		May I have your autograph?

				    FRANK
		Lady I don't have time for that.
		Just cough up the cash, see.

				    CASHIER
		Oh please?  I don't believe that
		junk they write about you in the
		papers.  I think you're just
		misunderstood.

				    FRANK
		Anything for a fan.  You got a
		pen and paper?  Here hold this.

The cashier ROLLS UP paper from the register, RIPS the
paper away and HANDS it to Frank.  He HANDS her the gun.

				    FRANK
		Who do I make it out to?

				    CASHIER
		Julia Roseblossom.  My agent
		came up with that one.  Says it
		has production value.

				    FRANK
		       (mumbles)
		Best wishes to Julia Roseblossom.
Frank SIGNS the paper and HANDS it back to the cashier.  He  
TAKES the gun from her and POINTS it back at her.

				    FRANK
		Show me your armpits.

				    CASHIER
		Help police.  I'm being robbed.

				    FRANK
		Well I'll be a rusty bumper jack.

Two police in UNIFORM WALK through the entrance of the 
store, DRAW their guns and APPROACH Frank who RUNS down an

AISLE

				    UNIFORM 1
		Police.  Freeze.

				    FRANK
		       (mutters)
		I should have knocked over that
		dry cleaner instead of this dump.

Frank THROWS the gun into the pinto bean pile and uses the 
scoop to COVER the gun with beans.  He HIGHJACKS a loaded 
shopping cart from a fat guy and BUMPS him out of the way.

				    FRANK
		Out of the way, heavy.  Shouldn't 
		you be hangin' out with Jenny
		Craig?

Frank RACES with the shopping cart.  He STOPS and puts a 
nylon stocking over his head.  He tries to hide among the 
other shoppers.  The police follow in hot pursuit.

		 		    FRANK
		I'd give anything to be in New
		Jersey right about now.

				    UNIFORM 2
		Police.  Come out with your hands
		up.


Frank sees the police at one end of the aisle.  So he TURNS
the shopping cart around and RUNS the other way.  He MOVES
next to a lady shopper and GRABS two jars off a shelf.

				    FRANK
		So which would you recommend,
		skippy or jif?

Frank TURNS

A CORNER

The police APPROACH him so Frank SHOVES the shopping cart 
into a stacked canned goods display.

				    FRANK
		You break it you buy it.

Frank RACES into

THE MEAT LOCKER

He STUMBLES through a jungle of sides of beef that hang 
from hooks.  He gets KNOCKED AROUND "I Love Lucy" style.

EXT./INT. BACK DOOR OF SUPERMARKET – DAY

Frank TUMBLES through the door. He UNTANGLES himself from 
some sausage links and THROWS AWAY a raw chicken.

EXT. BUSY BOULEVARD – DAY

Frank RIDES his bike.  He sweats, PANTS and WIPES his brow.

INT. DEPARTMENT STORE – DAY

Frank LOADS UP on clothes.

INT. DRESSING ROOM – DAY

Frank PUTS ON layer after layer of clothes, until he's as 
stiff as a board.

				    FRANK
		I wonder...does this make me look
		fat?

INT. CHECKOUT STAND – DAY

Frank WALKS like Frankenstein because of all the clothes he 
has on.  Frightened customers SCREAM, GRAB their kids and 
RUN from him.  He walks past a SALES CLERK on his way out.

				    SELLS CLERK
		Sir, why are you so stiff?

				    FRANK
		Viagra.

EXT. FRONT OF DEPARTMENT STORE – DAY

Frank STRUGGLES to get on his bike, SITS DOWN and hears a 
LOUD RIP.

				    FRANK
		I ate a little too much fiber.

Frank RIDES a few inches then FALLS on his side like Arte 
Jonhson on the tricycle on the '60's t.v. show Laugh-In.

INT. RUNDOWN APARTMENT – DAY

Frank holds all the clothes he stole.  He APPROACHES a DOPE 
DEALER who is surrounded by a few of his friends.  The DOPE 
DEALER PUFFS on a cigar.

				    FRANK
		I got the clothes you wanted.

				    DOPE DEALER
		I don't want 'em now.  Give 'em
		to goodwill and join a harem.

				    FRANK
		After all the hell I been through
		you better take these clothes or
		you ass is toast.

				    DOPE DEALER
		Ooooh I'm shaking in my ballet
		slippers.  Hey fellas, the dope
		fiend is making threats.  Do a
		quick tap dance and maybe I'll
		sell you some dope, dopefiend.
Frank BEATS the dope dealer to a pulp, TAKES his wallet, 
his bag of dope and his cigar.  Frank PUFFS on the cigar.

				    FRANK
		Well fellas, looks like I'm open
		for business.

INT. FRANK'S APARTMENT – DAY

Frank PUFFS on a joint and DRINKS.  The doorbell RINGS.

				    FRANK
		Go away.  I got the boils.

				    ALAN(OS)
		It's me, Alan.

				    FRANK
		Come in.  Everything else has
		gone wrong.

Alan WALKS IN.  He TAKES the joint from Frank, PUFFS it and 
SITS DOWN on the couch with Frank.

				    ALAN
		You look like a bad case of death.

				    FRANK
		So kind of you to notice.  And
		since when did you become such a
		great judge of beauty, Sasquatch?

Alan LEAVES the room.  The phone RINGS.  Frank answers it.

				    FRANK
		Hello.  Pay my gas bill?  But
		I paid you guys last month.

Alan WALKS in, POPS the top on his beer and SITS on the 
couch next to Frank.

		  		    FRANK
		I'm supposed to pay my bill once
		a month?  Well who came up with
		that idea?  I'll have your money.


Frank SLAMS the phone down but fails to hang it up.

				    FRANK
		I can't stand bill collectors.
		Somebody should cover them all
		with chocolate and shove 'em into
		a weight watchers meeting.

				    ALAN
		Or ship 'em to Mississippi.

The phone makes a HONKING SOUND because it's off the hook.

				    FRANK
		       (anxious)
		Do you hear that noise?

				    ALAN
		What noise?

				    FRANK
		It sounds like somebody blowing
		a horn.

Alan RACES into the closet.  He peeks out of it fearfully.
Frank WALKS toward him but he panics and looks around him 
fearfully.  He takes a few STEPS, panics and looks around.

INSERT – TELEPHONE OFF THE HOOK

BACK TO SCENE

Frank notices the phone.  He PUTS the receiver on the hook.

				    FRANK
		It was nothin'.  Just the
		telephone.  You can come out of
		the closet now.

Alan fearfully WALKS out of the closet and joins Frank.

				    FRANK
		So what happened with you and the
		band.



				    ALAN
		I got fired.  Anjelica took over
		the band and now Matt's the
		lead singer.

Frank STAND UP.

				    FRANK
		       (furious)
		Matt's the lead singer?  Oh no.
		All hell is gonna break loose.
		The only way Matt is gonna
		replace me is over my dead
		body.

Frank COLLAPSES from an overdose.

MONTAGE – FRANK HAS AN OVERDOSE

--Newspaper – Headline reads: "ROCK STAR O.D.'S"

--Paramedics – RACE through the streets.  Siren SCREAMS.

--Frank – WHEELED into hospital on a gurney.

END MONTAGE.

INT. HOSPITAL ROOM – NIGHT

Frank lays unconscious in bed.  Val WEEPS by his side.

				    VALESKA
		I told you to slow down.

FRANK wakes up.

				    FRANK
		Hey, this doesn't look like
		Penelope's pleasure palace.

				    VALESKA
		Frank, you're alright.

				    FRANK
		You bet I am.  Out of the way, I
		have to save the band.

EXT. FOOTBALL STADIUM – DAY

"MATT AND THAT BUNCH OF UNWASHED HOODLUMS" are at the 
bottom of the marquee.

INT. BACKSTAGE – DAY

Frank and Matt spot each other and prepare for battle.

				    FRANK
		I'm gonna scramble your eggs, pal.

				    MATT
		You and what cookin' class?

Frank and Matt THROW PUNCHES.  Frank gets the best of him.
A CROWD gathers.

				    FRANK
		This is a token of my admiration.

Frank SWINGS and misses.  Matt PUNCHES Frank in the gut and 
KNOCKS the wind out of him.

				    MATT
		I never did like tokens.

Frank recovers and gets the upper hand.  Anjelica and Wendy 
show up.

SUPER: "TRANSLATION: KICK HIS ASS."

				    ANJELICA
		       (shouts)
		A display of maximum physical
		exertion, concentrated in the
		lower regions of the extended
		forelimbs, when activated, will
		result in the equilateral, though
		some would say frantic
		distribution of fleshly matter in 
		the cranial region.

Frank SWINGS at Matt and misses.

				    MATT
		Is that all you got?
Frank comes back with several PUNCHES to Matt's chin.  Matt 
is dazed.

				    FRANK
		I see you've developed a taste
		for fist.

Val SHOWS UP.  Officers of THE LAW SHOW UP.  Anjelica
WHISPERS in Wendy's ear.  Wendy PULLS OUT a gun.

		  		    WENDY
		Matt, catch.

Wendy SLIDES the gun.  Matt GRABS it, aims at Frank and 
FIRES.  He misses.

				    WENDY
		Hhmmph.  Nobody dumps me.

THE LAW PULL out their guns.

				    THE LAW 1
		This is an officer of the law.
		Put down the gun.

The law and Frank CLOSE IN on Matt.  He GRABS Val, COVERS
her mouth with his hand and puts the gun to her head.  Matt
SHOOTS at the law and missed.

				    MATT
		Come any closer and it's lights
		out for Barbie.

FRANK freezes.  He looks worried.  The law move in closer.

				    MATT
		       (smiles)
		Hey Frank, I took your band away
		from you and now I got your bimbo.

Val BITES Matt's hand and turns into a demon.

				    VALESKA
		       (roars)
		Nobody calls me a bimbo.


Val karate FLIPS Matt and BEATS his hand that holds the gun
into the ground until Matt lets go.  She KICKS the gun 
away.  The law GRABS it.

Frank HOLDS Val in his arms.  Wendy RUNS away.  She's 
CAPTURED by THE LAW 2 and 3.

				    THE LAW 2
  		Stepping out somewhere?

				    WENDY
		Uh, I left my car headlights on.
		I'll just be a minute.

				    THE LAW 3
		Where you're going, you won't 
		need a car.

The law 3 HANDCUFFS Wendy and leads her away.

				    WENDY		
		You cheap coppers.  You smell like
		solid waste.

the law 1 RUNS onto
	
THE STAGE

Matt BUMPS into some of the musical equipment, RUNS to the 
front of the stage and DIVES into the

SCREAMING AUDIENCE.

				    KEVIN
		If you didn't like my playing, why
		didn't you just say so?

The law 1 POINTS his gun towards the sky and JUMPS into the
audience.  He FOLLOWS matt who is PASSED over the top of
the CROWD.

THE LAW 4 waits patiently as Matt is PASSED in his 
direction.

				    THE LAW 4
		This is better than overnight
		express.
EXT. STADIUM PARKING LOT – DAY

Several police cars are parked.  Wendy sits in the backseat 
of one.  A handcuffed Matt is ESCORTED by the law 1 and 4 
into one of the cars.

				    MATT
		I hope you choke on a jelly donut
		you dirty pigs.

				    THE LAW 1
		Tell that to Bubba and Butch.
		They're expecting you.

				    MATT
		Shove it, Sgt. Pork Rind.

A handcuffed Anjelica is ESCORTED to a car by the law 2.

SUPER: "TRANSLATION: NAME YOUR PRICE."

				    ANJELICA
		Contributions of a fiscal and
		uncommonly commercial nature could
		effortlessly present themselves in
		a manner that defies the act of
		withholding, such as that which
		under normal circumstances would
		present a perilous challenge to the
		hearty soul that seeketh selfsame  
		reward without the express and 
		wholeheartedly abrupt surrendered 
permission on the part of the
		dividendually entitled.   

Anjelica GETS IN the car.  The law 2 SHUTS the door.

				    THE LAW 2
		Uh, could you repeat that?

INT. BACKSTAGE – DAY

Frank HOLDS Val in his arms.

				    FRANK
		I have a show to put on.  Be
		right back.
EXT. THE STAGE – DAY

The crowd ROARS.  The band puts on a lightning hot show.

EXT. THE STAGE – DAY

Frank starts to WALK off the stage.  Kevin STOPS him.

				    KEVIN
		Where are you going?  The audience
		loves you.

				    FRANK
		I'm goin' to get my woman.

INT. BACKSTAGE – DAY

Frank and Val KISS.

				    FRANK
		       (smiles)
		Are you ready.

Val smiles.

INT. WEDDING CHAPEL – DAY

				    MINISTER
		I now pronounce you man and wife.
		You may kiss the bride.

Frank and Val KISS.  The crowd APPLAUDS.  Frank and Val 
STROLL glamorously down the aisle.  The gang STROLLS with 
them.

				    FRANK
		I'm gonna do it right this time.

				    KEVIN
		Not too much I hope.  After all,
		you wouldn't want to ruin your
		bad reputation.

				    FRANK
		I'll make a note of that.


A NEW REPORTER puts a microphone in Frank's face.

				    NEWS REPORTER
		When people described the beatles, 
		they said John was the smart one,
		George was the quiet one, Paul the
		cute one and Ringo the funny one.
		How would you describe Frankie and
		that bunch of unwashed hoodlums?

				    FRANK
		       (points at Kevin)
		He's the black one.
		       (points at Mark)
		He's the square one.
			  (points at himself)
		I'm the good looking one.
			  (points at Alan)
		And he's the stupid one.

				    MARK
		I resent that.  I'm not square. I
		just take into consideration the
		consequences of my actions.

				    ALAN
		Frank you're gonna be so proud of
		me.  I stole a sterling silver 
		bowl that had candy in it.

				    FRANK
		Listen up brick for brains, you're 
not supposed to steal from me.

				    ALAN
		       (laughs)
		Sorry, force of habit.  Here,
		have a breath  mint.

Doreen HURRIES up to Priscilla.

				    DOREEN
		       (laughs)
		Priscilla, Priscilla come her.
		This girl got on a negligee and
		naked as a jaybird.  And she look
like her hair is on crack.
    PRISCILLA
		       (laughs)
		Shut up.  Shut up girl.  Where is
		she?

				    DOREEN
		Follow me.  Honey, she advertising
		all her merchandise.

Doreen and Priscilla WALK towards miss negligee.

				    PRISCILLA
		I'm glad I have a strong stomach.

				    VALESKA
		Girls, I'm throwing the bouquet.

Val THROWS the bouquet, Doreen and Priscilla RACE for it.

				    DOREEN
		I got it.

Connie comes from across the room and RACES for the 
bouquet.

		  		    CONNIE
		I got it.

Connie and Doreen CRASH into each other and STUMBLE around.
Priscilla CATCHES the bouquet.

				    PRISCILLA
		You mean I got it and I'm gonna
		make one hell of a bride, baby.
		You hear that Kevin?

Connie and Doreen are punch drunk.

				    DOREEN
		I'll take fries with that.  And
		could you supersize that pepsi?

Doreen FALLS FLAT on her back.  Connie LEANS against Mark.

				    CONNIE
		Watch that first step.  It's a
		lulu.
				    DARNELL
		Hey Frank, did you ever snap out
		of that coma?

				    FRANK
		Yep.  Then I took a good look at
		you and snapped right back into it.

				    DARNELL
		You trying to call me ugly, fool?

				    FRANK
		Not only that.  But you look like 
		something I wouldn't feed my dog.

				    DARNELL
		Oh yeah?  That's why I saw you
		hangin' out at the welfare lookin'
		like this.

Darnell crosses his eyes and looks stupid.

				    DARNELL
		Tryin' to trade a pair of bowlin'
		shoes and a steering wheel for some
		food stamps.

The gang LAUGHS.  Frank and Val STEP OUT to the

FRONT OF THE CHURCH

				    VALESKA
		Now that you're married to me, do
		you promise to be good?
	
				    FRANK
		       (smiles)
		Baby, I promise to be real good.

Frank TURNS AROUND and gives the gang an exaggerated WINK 
of the eye.  The gang gives Frank a giant WINK and LAUGH

THE END


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