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



                                 THE WILLIE AND THE GRACE

                              EPISODE 1.1: "UNO, DOS, GRACE"

                                       Created By:

                              Tim McAleer & Graham Paschall

                                       Written By:

                              Tim McAleer & Graham Paschall


               PROLOGUE


               PRE-CREDITS


               INT. - WILLIE'S HOUSE, DAY

               We are introduced to WILLIE.

               Strewn about contents litter the floor of his living room. 
               On the couch, Willie lies in an upside down position, his
               head touching the floor.

               Around his face sits empty taco wrappers.  His eyes are
               closed.

               He is obviously depressed.

               Directly next to the couch, a message machine flashes to
               life.  It plays its one lone message:

                                   MACHINE (V.O.)
                         First message:

                                   WOMAN (V.O.)
                         Jesus Christ, Willie, this is the
                         last time I'm changing my phone
                         number, got it? 
                         Just except the fact that I'm gone. 
                         Oh, and you can keep the duffel
                         bag.  I bought new underwear.

                                   MACHINE (V.O.)
                         End of message.

               Willie's eyes open.


               SCENE 1


               POST-CREDITS


               EXT. - OFFICE BUILDING, DAY

               All is quiet in front of the large office building.  

               The only activity comes from the blowing breeze which causes
               a near by trash can's handles to flap against the bulk of the
               receptacle.

               Beat.

               And then THE GRACE enters.

               The African-American angel runs into the frame.  He wears
               long, flowing white robes.  Molded to his back are two small
               angel wings.  Attached to his head is a dangling halo.

               The running angel gasps for breath, all the while holding the
               halo to his sweat-covered head.

               He runs past the office building and trash can.

               Beat.

               And then stops.

               Turning around, The Grace looks down at the trash can, looks
               left to right, and, in one swish of the hand, causes a heavy
               wind to pick up, blowing the lid off of the can.

               He reaches up, clutching the halo.  The fallen muse tears the
               golden ornament off of his head.

               He throws it in the trash can and takes off past the office
               building.


               SCENE 2


               INT. - WILLIE'S HOUSE, DAY

               Within the mysteriously clean home, Willie walks past many
               rooms, viewing in on the emptiness.

               Drawers are pulled out and left to hang and closets are
               eerily empty.

               Willie finally comes upon the bedroom.  We see that despite a
               Queen-sized bed, the sheets are crumpled on only half of the
               mattress.

               The other half is completely intact.

               Willie gets on his knees before the bed, and reaches
               underneath the box spring.

               He pulls out a single wooden box.

                                                                CUT TO:


               EXT. - WILLIE'S HOUSE, DAY

               Outside of Willie's house, The Grace runs by, still sweating
               profusely.

               He stops to breathe.

                                                               BACK TO:


               INT. - WILLIE'S HOUSE, DAY

               Still within the bedroom, Willie opens the wooden box and
               reveals...

               A single, pre-tied noose.

               He pulls out a desk chair and stands upon the furniture. 
               Looking up, we see a single, thick beam in the center of the
               room.

               Willie tosses one end of the noose around the beam.  He stops
               for a moment, staring at the noose.

               Willie steps down from the chair and walks over to a CD
               player.

               Pressing play, The Safety Dance begins to play throughout the
               house.  He steps back onto the chair.

               He wraps the dangling hole around his neck...

               ...and jumps.

               As his body kicks and jerks around, we hear a faint voice.

                                   GOD (V.O.)
                         Oh, poor Willie.  Don't ya know
                         that all dogs go heaven part two?

                                                                CUT TO:


               EXT. - WILLIE'S HOUSE, DAY

               The Grace, still breathing heavily, looks at the nearby
               mailbox.

               In childish lettering, it reads:

               WILLIE

               He shrugs once and walks towards the front door of the house.


               INT. - WILLIE'S HOUSE, DAY -- CONTINUOUS

               The angel enters the house, taking a look around.  Despite
               the horrid, outer shell, the inside of the house is
               surprisingly clean.

                                   THE GRACE
                         Wow.  This place is a lot nicer on
                         the inside.

               From somewhere within the house, The Grace hears the
               struggling yelps of a strangled Willie.

               We follow The Grace as he enters the bedroom.  Willie hangs
               from the ceiling, struggling with the noose wrapped around
               his neck.

                                                                CUT TO:


               INT. - WILLIE'S HOUSE, DAY -- TIME'S PAST

               Still within the bedroom, Willie now lies on the floor.  The
               Grace holds him in a motherly embrace.

               Willie's eyes open.

                                   WILLIE
                         Mr. Rhames?

                                   THE GRACE
                         Um-

                                   WILLIE
                         Wait... who the hell are you?

                                   THE GRACE
                         I just saved your life.  Perhaps
                         you have something a little nicer
                         to say to me?

                                   WILLIE
                         Alright.

               Beat as Willie thinks for a moment.

                                   WILLIE
                         (cont'd.)
                         Who the hell are you... sir?

                                   THE GRACE
                         Isn't it obvious?  I'm clearly a-

               The Grace stops as he thinks for but a moment.

               A *TING* sound signifies a new idea for the angel.

                                   THE GRACE
                         (cont'd.)
                         Obviously, I am your guardian
                         angel.

                                   WILLIE
                         What?

                                   THE GRACE
                         It's true.  I'll even prove it.

               The Grace lets go of Willie, whom rises from off of the
               ground.

                                   THE GRACE
                         (cont'd.)
                         In case the flowing robes just
                         weren't enough, check this out!

               The angel turns around, pointing to the wings on his back.

                                   THE GRACE
                         (cont'd.)
                         See these?  That's 100% wing there,
                         baby!  And that ain't just
                         decoration.  He-
                             (points upwards, towards
                              the ceiling)
                         -may be a bit mad right now, but he
                         still knows how to create one hell
                         of a "mythical" creature.

                                   WILLIE
                         I thought most angels have halos.

                                   THE GRACE
                         (defensive)
                         What do I look like?  A cartoon? 
                         You believe everything you see on
                         TV?  Am I Bugs-Nigga-Bunny here?

                                   WILLIE
                         Alright... then what now?

                                   THE GRACE
                         Now, I need to refuel.  So whatcha
                         got?


               SCENE 3


               EXT. - OFFICE BUILDING, DAY

               We are back at the trash can that holds The Grace's halo.

               We are also introduced to GOD, who is not seen, but only
               heard.

               He sounds mysteriously like Harry Carey.

                                   GOD (V.O.)
                         Forgot about your tracker, did 'ya?

               With a gust of wind, the top of the can flies off.

                                                                CUT TO:


               P.O.V. - GOD -- CONTINUOUS

               We look into the trash can to find the halo...

               ...and only the halo.

                                                               BACK TO:


               EXT. - OFFICE BUILDING, DAY -- CONTINUOUS

                                   GOD (V.O.)
                         Aw, God damn it!  Ain't that the
                         chicken's knickers!?

               The garbage pail completely topples over.

                                                                CUT TO:


               INT. - WILLIE'S HOUSE, DAY

               The kitchen table is now littered with half eaten boxes from
               Popeye's Chicken Restaurants.

               The Grace snacks on a chicken leg.  Willie just watches in
               astonishment.

                                   WILLIE
                         You said He was mad...

                                   THE GRACE
                         Hmm?

                                   WILLIE
                         You said earlier that He was mad.

                                   THE GRACE
                         Who?

                                   WILLIE
                         Him.

                                   THE GRACE
                         Huh?

                                   WILLIE
                         Exactly.

                                   THE GRACE
                         What?

                                   WILLIE
                         (aggravated)
                         God.

                                   THE GRACE
                         Oh, yeah, Him.

                                   WILLIE
                         Who?

                                   THE GRACE
                         God.

                                   WILLIE
                         God's mad?

                                   THE GRACE
                         Not at you.  He's just a spiteful
                         person in general.

                                   WILLIE
                         Are we talking about the same God
                         here? Jehovah, Allah, the Holy
                         Spirit God? Are we talking about
                         "The Big One?"

               Willie points upwards.

               The Grace places the chicken leg down onto the table and
               wipes his mouth with a napkin.

                                   THE GRACE
                         "The Big One," eh?  Don't get ahead
                         of yourself, skip.  You might trip
                         on your own mentality.

                                   WILLIE
                         What... What the fuck does that
                         mean!?

                                   THE GRACE
                         It means whatever the hell you want
                         it to mean and you better believe
                         that this is exactly how "The Big
                         One" likes to speak... Always in
                         riddles.  I guess it just rubbed
                         off on me.

                                   WILLIE
                         So, what...? 

                                   THE GRACE
                         Name's The Grace.

               The angel extends his hand to shake, which Willie excepts.

                                   WILLIE
                         Charmed.

               The Grace goes back to eating the left over chicken.

                                   WILLIE
                         (cont'd.)
                         So, what happens now?

                                   THE GRACE
                         Well, Willie, after I'm done eating
                         this delectable bird, I'm going to
                         show you what it's all about.

                                   WILLIE
                         Oh?

                                   THE GRACE
                         From the looks of this place,
                         you've seen better days.  I think
                         that it only makes sense that I
                         stick around for a little while. 
                         You know, to shoot the shit, kill
                         some birds.

                                   WILLIE
                         I... what?

                                   THE GRACE
                         You need help.  I'm your guardian
                         angel.  Come on, ask me something!

                                   WILLIE
                         Um...

                                   THE GRACE
                         C'mon!

                                   WILLIE
                         Alright.  I'll ask the easy one:
                         why are we here?

                                   THE GRACE
                         Ah, excellent choice.  A cliche,
                         yes, but still an important little
                         riddle nonetheless.  Well, here's
                         hour answer.

               The Grace opens his mouth to answer-

                                                                CUT TO:


               I/E. - BLANK WALL, DAY

               In front of a blank, white-colored wall, two lawn chairs sit.

               Enter two men, COUNT LUSCIOUS and GRIM, who each take a seat.

                                   LUSCIOUS
                         You summoned us?

               God's voice booms into the picture:

                                   GOD (V.O.)
                         Luscious, Grim, we've got to find
                         that renegade angel!  The Grace is
                         running amok, and I can't find him!  

               Beat.

                                   GOD (V.O.)
                         (cont'd.)
                         Say...
                         Did you ever wonder what exactly a
                         muck is?  I bet it's like a
                         marathon only cooler.  I can't run
                         a marathon.  No endurance, you see. 
                         I'm a speed walker myself-

                                   GRIM
                         But why-

                                   LUSCIOUS
                         (louder)
                         But why us?

                                   GOD (V.O.)
                         Those damned Unions are ruining all
                         of my chances of finding good
                         workers these days.  I need a
                         couple of guys who don't mind goin'
                         about business all for the sweet,
                         sweet sum of minimum wage.

                                   LUSCIOUS
                         And the forgiveness?  That too,
                         correct?

                                   GOD (V.O.)
                         Yeah, sure... Whatever.  Say, did
                         ya ever try that peanut butter in a
                         tube?  Wish I had thought of that! 
                         Peanut butter... whenever you want
                         it!  Wish I had thought of that! 
                         Brilliant!  Ya know...

               Luscious and Grim rise from their seats and walk away from
               the still talking blank wall.

                                   GRIM
                         Sir... this is our chance!

                                   LUSCIOUS
                         Our only chance, Grim.  So we
                         better not fuck it up.  And by
                         "we," I of course mean you, you
                         horse-fucking, shit eater.

                                                                CUT TO:


               INT. - WILLIE'S HOUSE, DAY

               We come back into the kitchen table conversation...

                                   THE GRACE
                         ...and that of course is where
                         hippos come into play.

                                   WILLIE
                         (nonchalantly, uncaring)
                         Uh-huh.

                                   THE GRACE
                         Questions?  Comments?

                                   WILLIE
                         Here's what I see: basically, if
                         God is in fact not dead, then he
                         has completely stopped caring.  My
                         girlfriend of ten years has left
                         me, my friends have all gone to
                         school, my rent's due, but I lack a
                         job, and now some angel has just
                         sort of waltzed into the picture
                         and started eating all of my
                         delicious Popeye's chicken.

                                   THE GRACE
                         Perhaps-

               Willie ignores the angel's retort.

                                   WILLIE
                         And, and... and since when to
                         supposed Utopians have people
                         flying planes into buildings and
                         bombs strapped to their chests?  At
                         what point, The Grace... at what
                         point does any of this come into
                         play in the grand scheme of things?

                                   THE GRACE
                         I'm sure you have a point, but I
                         think I am failing to see it.

                                   WILLIE
                         You want the point?  Here's a
                         point, jack!  
                             (he rises from his seat)
                         Either show me a fucking miracle or
                         get the fuck out my house!

               Beat.

               The Grace sits forward and takes a specifically non-sensible
               bite from a chicken leg.

               Willie just looks pissed.

               Throwing the chair to the floor, Willie exits the kitchen and
               exits the house.

               The Grace seems not to notice or just not care.  He looks up
               from the chicken leg and into the box which held the noose.

               He spots a bag of Skittles candy.

                                   THE GRACE
                         Ooh, Skittles!

                                                                CUT TO:


               I/E. - MONTAGE, THE GRACE SEARCHING FOR WILLIE

               Soundless, set to Jon Brion's Knock Yourself Out.

               Willie walks the street of the suburban neighborhood, looking
               all around him.

               He walks past nice, homey houses and sees happy images of
               birds and squirrels.

               He is alone.

               He turns around and then back again, coming face to face with
               The Grace.

               He gasps and runs away hurriedly from the angel.

                                                                CUT TO:


               I/E. - MONTAGE -- CONTINUOUS

               Now, we are at a warehouse setting.

               Willie looks all around himself, seeing nothing.

               He shouts, mouthing out:

               "Where are you!?"

               He backs up, walking right into The Grace's chest, whom
               mouths a whispered:

               "Here."

               Willie gasps and turns away from the The Grace.

               He runs.

                                                                CUT TO:


               I/E. - MONTAGE -- CONTINUOUS

               Willie speed-walks across a street.  Cars and drivers honks
               and yell as he passes.

               He still looks all around him, seeing nothing.

               He comes to the nearest street corner and takes a breather. 
               He bends forward, placing his hands on his knees.

               Rising back up, he realizes The Grace is standing right
               behind him.

               Willie turns around, facing the angel.  He points and shouts
               angrily, mouthing:

               "FUCK OFF!  JUST FUCK OFF!"

               The Grace barely reacts.  Willie runs away.

                                                                CUT TO:


               EXT. - SUBURBAN HOME, DAY

               We finally come to the front of a small, peaceful suburban
               household.

               Out front of the home sits a small stand, manned by a lone
               Mexican child of only twelve years old.

               A sign made out of a discarded pizza box reads:

               TACOS .25

               Willie enters the scene, looking all around him.

               He comes to the make-shift taco stand, bumping into the
               corner of the table.

                                   WILLIE
                         Oh, sorry.

               The Mexican boy says nothing.

                                   WILLIE
                         (cont'd.)
                         I-

               Willie looks down and sees a shiny new quarter staring back
               at him.

               He bends down and picks up the change.

                                   WILLIE
                         (cont'd.)
                         Let me get one.

               The child nods and gets to work.

               He lays down a tortilla shell and begins to add various
               ingredients from miscellaneous bottles.

               Each one is labeled:

               CHAOS

               DESTRUCTION

               HAPPINESS

               PEACE

               HARMONY

               HATE

               GREED

               The taco is finished, wrapped in paper, and handed to Willie
               who gives the boy the quarter.

               Willie nods at the child and unwraps the taco, taking a large
               bite...

               ...only to find a small piece of paper now occupies his
               mouth.  He spits it into his hands, dropping the remainder of
               the taco onto the ground.

               It reads:

               EVEN A CARTOON CHARACTER CAN BE TRUSTED SOMETIMES...

               Willie is immediately reminded of The Grace's words:

                                   THE GRACE (V.O.)
                         Am I Bugs-Nigga-Bunny here?

               The angel's voice echoes away.

               Willie looks up at the boy who stares straight ahead at
               nothing in particular whatsoever.

               A hand is placed on Willie's shoulder.  It belongs to The
               Grace.

               Willie drops the wrapper and turns around to face the angel.

               The taco stand has mysteriously disappeared.

                                   WILLIE
                         I-

                                   THE GRACE
                         Yeah, yeah, you found the meaning. 
                         Can we please go back inside now? 
                         Please?

               Willie walks away with The Grace right behind him.  The angel
               looks all around himself suspiciously.

                                                                CUT TO:


               EXT. - NICE HOUSE, NIGHT

                                   NAR. (V.O.)
                         Meanwhile, at some asshole's
                         house...


               INT. - NICE HOUSE, DAY

               We are formerly introduced to Count Luscious as he clutches a
               glass of brandy.

               Behind him, his loyal assistant, Grim, walks up a flight of
               stairs and stands behind his boss.

               Luscious looks out a large window.

                                   GRIM
                         Count Luscious, we have word that
                         they've finally come across the
                         renegade.  He's hiding out with a
                         human, sire.

               Luscious keeps his glare steady.

                                   LUSCIOUS
                         A name?

                                   GRIM
                         Uh... He appears only to go by the
                         name "Willie," sir.

                                   LUSCIOUS
                         Bring this "The Willie" to me.

                                   GRIM
                         Um, sir?  There was no "the," just-

                                   LUSCIOUS
                         Bring him!

               Luscious rises from his chair, walks casually over to Grim,
               and smacks him across the face, again and again.

               And again and again.

                                   GRIM
                         Of... Of course, sire.

               Grim exits.  Luscious turns back towards the window.

               The smallest evidence of a smile creeps across his face.  

               He exits the room, through a book case which is actually a
               hidden compartment.

                                                                CUT TO:


               SCENE 5


               INT. - WILLIE'S HOUSE, NIGHT

               Willie and The Grace stand in front of each other in the
               middle of the living room.

                                   WILLIE
                         You said you would explain things. 
                         We've been standing here for six
                         hours.

                                   THE GRACE
                         Well, here's the deal...

               Beat.

               The Grace does nothing.

                                   WILLIE
                         Feel free to start whenever.

                                   THE GRACE
                         And that's exactly it.

                                   WILLIE
                         Nothing?  You're speaking in
                         riddles again.

                                   THE GRACE
                         Look, I'm not going to just sit
                         here and bull shit you, alright? 
                         Any ass clown can stand up and
                         start questioning the meaning of
                         life.  And, you know what, that
                         same ass clown might just figure it
                         out.  But what you have to realize
                         that sometimes it's what you don't
                         do in life that makes up who you
                         are.

                                   WILLIE
                         So you're saying that it's not
                         what's happened to me this week...
                         But what hasn't happened?

                                   THE GRACE
                         Um... yeah, sure, why not?

                                   WILLIE
                         (smiling)
                         I think... I think I get it.

                                   THE GRACE
                         Exactly.  Well, that and what's
                         inside my cloak.

                                   WILLIE
                         Huh?

               In a flash, The Grace raises his cloak.  The vibrant white
               color immediately attracts all of Willie's attention.

               He focuses in on the cloak until it just becomes a white
               void, which slowly turns into...


               I/E. - OUTER SPACE

               Within the confines of space, we are treated to a montage of
               images and sounds from the episode, culminating to...

               ...God, seen as a flash of brilliant light.

                                   GOD (V.O.)
                         All is as it should be.

                                                               FADE TO:


               INT. - WILLIE'S HOUSE, NIGHT

               The Grace stands tall within the house, his cloak stretched
               out right.

               Willie stands before the angel, a look of complete awe
               transplanted onto his face. 

                                   WILLIE
                         God, angel... I am so sorry...

                                   THE GRACE
                         The name's Grace.  And you don't
                         have to be sorry for not believing
                         in me.

                                   WILLIE
                         No, The Grace.  I'm sorry I called
                         the cops.

               From outside of the home, police sirens are heard.

               The Grace slaps both sides of his face with his hands and
               screams.

                                                                CUT TO:


               I/E. - NEXT WEEK

                                   NAR. (V.O.)
                         Next week, on The Willie and The
                         Grace...

                                                                CUT TO:


               EXT. - LAKE

               A beaten The Grace lies before the lake's shore, looking up
               at Willie, whom stands before him.

               Willie cries.

                                   WILLIE
                         (sobbing)
                         You where the chosen one!  You
                         where supposed to destroy the Sith,
                         not join them!  You where to bring
                         balance to the force, not leave it
                         in darkness!  You where my brother,
                         The Grace... I loved you!

                                   THE GRACE
                         I... Hate... You!

                                                                CUT TO:


               END.


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