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                                    "THE LADYKILLERS"

                                      Screenplay by

                                 Joel Coen and Ethan Coen

                                 Based on the 1955 movie

                                    "The Ladykillers"

                                     by William Rose

                

               EXT. MISSISSIPPI RIVER - DAY

               A BOAT

               Specifically, a garbage scow.

               We see it from ON HIGH, chugging down the placid but mighty 
               Mississippi.

               Head credits play over COVERAGE of the garbage scow. No sound, 
               except for an incongruously heroic score.

               The COVERAGE is a little rough, coarse-grained; along with 
               the overbearing score it almost suggests an industrial film 
               rather than a feature.

               One piece of sound -- the toot of the boat's horn -- is 
               obviously library. And not a new library either.

               The garbage scow passes under a bridge spanning the broad, 
               sluggish waters, and proceeds on to its landfill, a steaming 
               river island. Disturbed gulls and other scavenger birds rise 
               from where they were picking through trash. Their squawks, 
               like the boat horn, are not quite believable as SYNC.

               The head credits end as the anthemic music resolves.

               EXT. SAUCIER, MISSISSIPPI - DAY

               AN OLD HOUND DOG

               lies on the weather-grayed and -roughened planking of a front 
               porch. The porch is half-shaded from the noonday sun. It is 
               quiet except for the chirr of heat bugs, close by, and, very 
               distant, many voices in chorus, engaged in divine worship in 
               a Baptist church sufficiently far away that vagaries of breeze 
               fan them in and out of audibility.

               We once again hear the toot of the scow's horn, distant now 
               and played as real, not slapdash effect. At this, the dog 
               lifts his nose to catch the breeze, sniffs, and then, whining, 
               lowers his head to the floor and covers his snout with his 
               forepaws. He huffs briefly and goes to sleep.

               We DRIFT UP to show that the dog is sleeping before the

               SAUCIER WORM STORE

               Your source for worms, lures, etcetera, etcetera...

               We TRAVEL OVER TO REVEAL that the modest one-story structure 
               houses two establishments; its other front door leads to the

               SAUCIER MUNICIPAL BUILDING.

               A campaign sign in the window on the municipal side shows a 
               black man of late middle-age beaming and giving the viewer a 
               thumbs-up:

               RE-ELECT WAYNE WYNER SHERIFF/He Is Too Old to Go to Work.

               INT. SAUCIER MUNICIPAL BUILDING - DAY

               We hear snoring on top of a low, steady hissing sound.

               We are DRIFTING toward the door of the lock-up, which stands 
               open. The small cell is empty, its bed neatly made.

               A KEY

               We are ARCING slowly around a jailer's key on a ring that 
               hangs from a nail. The OFFSCREEN snoring and whirring 
               continues.

               The TRACK'S SHIFTING ANGLE now makes the light catch a spider 
               web spun between the key and the wall.

               POLICE SCANNER

               We DRIFT across the face of the radio. The peaceful steady 
               hissing jumps in louder at the CUT: it is uninterrupted: a 
               transmissionless, crimeless, misdemeanorless idle radio hiss.

               The snoring is also louder here. As we TRAVEL OFF the radio 
               we are COMING ONTO a pair of feet propped up on the desktop.

               They belong to SHERIFF WYNER, tipped back in his chair, 
               fingers laced on his chest, head lolling forward.

               As the MOVING CAMERA FINALLY ENDS on him, there is the ring 
               of a telephone -- muffled, not present.

               It nevertheless rouses the sheriff who almost strangles on a 
               snore as he awakes, and then rocks forward to pick up his 
               phone.

                                     SHERIFF WYNER
                         Sheriff Wyner...

               The muffled ringing continues; the sheriff looks, puzzled, 
               at the phone. Now the ringing stops and we hear a muffled 
               voice next door:

                                     VOICE (O.S.)
                         Worms.

               The sheriff replaces the phone, leans back again, adjusts 
               his hat, and is about to go back to sleep when we hear the 
               front door open.

               The sheriff looks and reacts with genuine, if momentary, 
               fear.

               He manages to compose himself and give the intruder a smile:

                                     SHERIFF WYNER
                         Afternoon, Miz Munson.

               Entering is an elderly black woman in a floral print dress 
               and fruited bonnet.

                                     MRS. MUNSON
                         Afternoon, Sheriff. You know the 
                         Funthes boy?

                                     SHERIFF WYNER
                         ...Mackatee Funthes?

                                     MRS. MUNSON
                         No no, WeeMack! Mackatee's eldest!

                                     SHERIFF WYNER
                         Oh yeah, believe I do.

                                     MRS. MUNSON
                         Well, he's a good boy but he done 
                         gone down to the Costco in Pascagoula 
                         and got hisself a blastah -- and he 
                         been playin' that music!

               Wyner is not sure where this is going:

                                     SHERIFF WYNER
                         Uh-huh...

                                     MRS. MUNSON
                         Loud!

                                     SHERIFF WYNER
                         Well--

                                     MRS. MUNSON
                         "Left my wallet in El Segundo!"

                                     SHERIFF WYNER
                         He--

                                     MRS. MUNSON
                         Songs like that!

                                     SHERIFF WYNER
                         Uh-huh...

                                     MRS. MUNSON
                         Hippity-hop music!

                                     SHERIFF WYNER
                         I could--

                                     MRS. MUNSON
                         You know they call it hippity-hop 
                         music, but it don't make me wanna go 
                         hippity-hop!

                                     SHERIFF WYNER
                         No ma'am--

                                     MRS. MUNSON
                         And Othar don't like that music 
                         neither!

               Sheriff Wyner now displays an exaggerated solicitousness:

                                     SHERIFF WYNER
                         It's been disturbin' Othar then, has 
                         it?

                                     MRS. MUNSON
                         How could it help but do! That kind 
                         of music! You know what they call 
                         colored folks in them songs? Have 
                         you got any idea?

                                     SHERIFF WYNER
                         I don't think I--

                                     MRS. MUNSON
                         NIGGAZ! I don't wanna say the word. 
                         I won't say it twice, I'll tell you 
                         that. I say it one time.

                                     SHERIFF WYNER
                         Yes ma'am.

                                     MRS. MUNSON
                         In the course a swearin' out my 
                         complaint.

                                     SHERIFF WYNER
                         Yes'm--

                                     MRS. MUNSON
                         NIGGAZ! Two thousand years after 
                         Jesus! Thirty years after Martin 
                         Luther King! The age of Montel! Sweet 
                         lord a-mercy, izzat where we at?

                                     SHERIFF WYNER
                         Mm-mm--

                                     MRS. MUNSON
                         WeeMack down to Pascagoula buyin' a 
                         big thumpy stereo player?! So he can 
                         listen to that word in the house 
                         next to mine? Sheriff, you gotta 
                         help that boy!

                                     SHERIFF WYNER
                         Help him?

                                     MRS. MUNSON
                         You gotta take an innarest! EXTEND 
                         that helpin' hand!

                                     SHERIFF WYNER
                              (dubious)
                         Well, we're here to help...

                                     MRS. MUNSON
                         Well God bless ya. Don't wanna be 
                         tried and found wantin'.

                                     SHERIFF WYNER
                         No ma'am.

                                     MRS. MUNSON
                         Many many tunkalow parzen, Sheriff 
                         Wyner. Many many tunkalow parzen!

                                     SHERIFF WYNER
                         Many what ma'am?

                                     MRS. MUNSON
                         You have been tried and found wanting. 
                         Don't want that writin' on the wall!

                                     SHERIFF WYNER
                         No ma'am--

                                     MRS. MUNSON
                         Feast a Balthazar!

                                     SHERIFF WYNER
                         Mm-hm.

                                     MRS. MUNSON
                         John The Apostle said: Behold there 
                         is a stranger in our midst, come to 
                         destroy us!

                                     SHERIFF WYNER
                         Yes ma'am.

               EXT. SAUCIER MUNICIPAL BUILDING - DAY

               Mrs. Munson closes the door behind her. She wags a paper fan 
               and mutters:

                                     MRS. MUNSON
                         He's a good man. Just needs 
                         instruction. Dog, you in peoples' 
                         way.

               The dog stirs with a whine and ambles off.

               EXT. MUNSON HOUSE - DAY

               With a neatly tended garden. It is the last house on a street 
               of other similarly modest but well maintained homes; beyond 
               it the street disappears down a bluff. The empty space beyond 
               suggests a wide river, and indeed we can see the top of an 
               anchored, gaudily painted paddle-boat poking over the rise. 
               The paddle-boat is apparently anchored at the near bank of 
               the river.

               Mrs. Munson is entering by the gate. She stops in the garden 
               and stoops to pull a tiny weed marring the otherwise perfect 
               row of flowers.

               I/E. MUNSON HOUSE - FOYER - DAY

               Mrs. Munson lets herself in. A cat lopes up to her, the bell 
               around its neck tinkling, and leans mewing into her leg.

                                     MRS. MUNSON
                         You need somethin' to eat, Angel?

               INT. MUNSON HOUSE - KITCHEN - DAY

               Mrs. Munson hand-cranks a can opener around a tin of cat 
               food.

                                     MRS. MUNSON
                         Mm... gizzards...

               The cat paces back and forth between her legs, leaning into 
               them and purring, responding to the snap of tin as the cover 
               comes off the can.

               The can contains cubed processed gizzard in a gelatinous 
               medium like the stuff that clings to gefilte fish.

               INT. MUNSON HOUSE - LIVING ROOM - NIGHT

               Above the fireplace is an oil portrait of a serious-looking 
               black man of late middle-age with a neatly groomed mustache 
               starting to gray. A couple of candles sit on the mantel below 
               the portrait, giving it the semblance of a shrine.

               Mrs. Munson enters and lights the candles.

                                     MRS. MUNSON
                         Othar, I went'n complained about 
                         WeeMack, I hope it'll do some good. 
                         That boy hangin' by a thread! Over 
                         the pit! Fiery pit! "I Left My Wallet 
                         in El Segundo"!

               She shakes out the match and sits in a rocker and takes up 
               her knitting. As she sits she gives an audible groan.

                                     MRS. MUNSON
                         ...Sixty-seven years of life, forty-
                         six years of marriage, you mean to 
                         tell me you never one time suffered 
                         from piles? It's the human condition, 
                         most humans anyway. Like that ball 
                         player said: world's got two kinds 
                         of folks -- them that's got piles 
                         and them that's gonna get 'em. But 
                         you was always healthy as an ox...

               There is the distant moan of a riverboat horn.

                                     MRS. MUNSON
                         ...Passed on before you got piles. 
                         Mmmmhmm. Thank the Lord you wasn't 
                         sick. You don't wanna sicken 'n die. 
                         No, you wanna pass nice 'n peaceful... 
                         go to sleep one night, wake up in 
                         the glory land... woof...

               A gust of wind hums under the eaves; the candles below the 
               portrait flicker. As Mrs. Munson looks around the room, 
               vaguely towards the ceiling, sensing a negative aura, the 
               cat arches its back and hisses.

               At this moment the doorbell rings.

                                     MRS. MUNSON
                         ...Well who's that now, Pickles?

               She grunts as she hoists herself out of the chair.

               I/E. MUNSON HOUSE - FOYER - NIGHT

               She opens the door--

               A draft--

               INT. MUNSON HOUSE - LIVING ROOM - NIGHT

               The candles below the portrait of Othar go out, sending up 
               thin wisps of smoke.

               I/E. MUNSON HOUSE - FOYER - NIGHT

               The cat shrieks and bolts out the door, past the man on the 
               stoop: GOLDTHWAIT HIGGINSON DORR, III.

               He is a middle-aged Southern gentleman wearing a panama hat 
               and a cape over a cream-colored suit. He has dark circles 
               under his eyes. The smile he attempts, mournful yet courtly, 
               is wiped away by:

                                     MRS. MUNSON
                         PICKLES!

                                     DORR
                         Ma'am?

                                     MRS. MUNSON
                         Go get 'im!

                                     DORR
                         I do beg your pardon?

                                     MRS. MUNSON
                         Go get Pickles, I didn't let 'im 
                         out!

                                     DORR
                              (tasting the name)
                         Pickles...

               EXT. MUNSON HOUSE - NIGHT

               Dorr walks down the stoop followed by the old lady.

                                     MRS. MUNSON
                         Oh, he's up the tree again. Your 
                         gonna have to shimmy on up.

                                     DORR
                         I am so terribly sorry, madam. But 
                         won't the feline eventually tire of 
                         his lonely perch and, pining for his 
                         master's affection, return on his 
                         own initiative?

                                     MRS. MUNSON
                         Huh? No, he won't come down less you 
                         fetch him. He'd set there til Gabriel 
                         blows his horn if someone didn't 
                         shimmy up. Up with you now!

                                     DORR
                         Well then couldn't we perhaps offer 
                         him kitty treats and enticements, or 
                         if not foodstuffs perhaps squeaky 
                         little toys of the kind formerly 
                         manufactured in Hong Kong but now 
                         produced in the other so-called 
                         "Little Tigers"...

               His fingers form the quotes.

                                     DORR
                         ...of the Pacific Rim? The point 
                         bein', do we have to actually ascend 
                         the tree--

                                     MRS. MUNSON
                         Look, I don't want no doubletalk. If 
                         you ain't gonna fetch him down I 
                         guess I gotta call the po-lice...

                                     DORR
                         Police...

               His face darkens.

                                     MRS. MUNSON
                         They ain't gonna be happy. Every 
                         time they come fetch him down they 
                         swear they won't do it no more...

               Dorr casts his hat aside and starts awkwardly climbing the 
               tree. He gasps as he climbs:

                                     DORR
                         No need to call the authorities. I 
                         did this often as a youth -- why, I 
                         was a positive lemur... Here, kitty...

               The cat backs away down a branch, arching its back and 
               hissing.

                                     MRS. MUNSON
                         Don't upset him, now!

               Dorr, on his stomach, inches after the cat, grunting:

                                     DORR
                         I wouldn't dream of it... harmless 
                         little felix domesticus... Come to 
                         G.H...

               The branch breaks, hinging down to slam Dorr face-first into 
               the trunk, from where he drops the rest of the way to the 
               ground.

               INT. MUNSON HOUSE - LIVING ROOM - NIGHT

               Othar's portrait, upside-down, seems to be looking bemusedly 
               down on us.

               An OBJECTIVE ANGLE shows Dorr lying on the couch, a damp 
               washcloth on his forehead, eyes rolled back to look at the 
               picture.

               Mrs. Munson is entering with a cup of tea. Dorr swings his 
               feet out to sit up and accept the tea.

                                     DORR
                         I thank you, madam, for your act of 
                         kindness.

                                     MRS. MUNSON
                         Well you let him out.

                                     DORR
                         I certainly did and I do apologize 
                         no end. Allow me to present myself, 
                         uh, formally: Goldthwait Higginson 
                         Dorr, Ph.D.

                                     MRS. MUNSON
                         What, like Elmer?

                                     DORR
                         Beg your pardon, ma'am?

                                     MRS. MUNSON
                         Fudd?

                                     DORR
                         No no, Ph.D. is a mark of academic 
                         attainment. It is a degree of higher 
                         learning bestowed, in my case, in 
                         recognition of my mastery of the 
                         antique languages of Latin and Greek. 
                         I also hold a number of other advanced 
                         degrees including the baccalaureate 
                         from a school in Paris, France, called 
                         the Sorbonne.

               Munson chuckles.

                                     MRS. MUNSON
                         Sore bone, well I guess that's 
                         appropriate. You ever study at Bob 
                         Jones University?

                                     DORR
                         I have not had that privilege.

                                     MRS. MUNSON
                         It's a bible school, only the finest 
                         in the country. I send them five 
                         dollars every month.

                                     DORR
                         That's very gener--

                                     MRS. MUNSON
                         I'm on their mailing list. I'm an 
                         Angel.

                                     DORR
                         Indeed.

                                     MRS. MUNSON
                         They list my name in the newsletter, 
                         every issue. I got the literature 
                         here, you wanna examine it.

                                     DORR
                         Perhaps when my head has recovered 
                         from its... buffeting. Mrs. Munson, 
                         are you at all curious as to why I 
                         darkened your door, as the expression 
                         has it, on this lovely camelia-scented 
                         morn?

                                     MRS. MUNSON
                         I was wondering, til you let Pickles 
                         out. Then in all the excitement--

                                     DORR
                         I quite understand. The fact is that 
                         I saw the sign on your window 
                         advertising a room to let, and it is 
                         the only such sign among the houses 
                         of this charming, charming street.

                                     MRS. MUNSON
                         Yeah, I got a room. I'm lookin' for 
                         a quiet tenant. Fifteen dollars a 
                         week

                                     DORR
                         I quite understand. Madam, you are 
                         addressing a man who is quiet -- and 
                         yet not quiet, if I may offer a 
                         riddle...

               He sets down the teacup and rises.

                                     DORR
                         ...Perhaps you can show me the room, 
                         Mrs. Munson, and allow me to explain.

                                     MRS. MUNSON
                         Well you can see the room, but I 
                         don't like double-talk.

               Mrs. Munson precedes him...

               INT. MUNSON HOUSE - STAIRCASE - NIGHT

               ...up the stairs.

                                     DORR
                         You see, madam, I am currently on 
                         sabbatical from the institution where 
                         I teach -- the University of 
                         Mississippi at Hattiesburg. I am 
                         taking a year off to indulge my 
                         passion -- I don't believe that is 
                         too strong a word -- for the music 
                         of the Renaissance. I perform in -- 
                         and have the honor of directing -- a 
                         period instrument ensemble that 
                         performs at Renaissance fairs and 
                         other cultural fora...

               INT. MUNSON HOUSE - DORR'S BEDROOM - NIGHT

               They enter a small bedroom. There is a small bed on a brass 
               frame, a chair, a wash basin, and cheerful yellow chintz 
               drapes on the window. Dorr appreciatively takes it in.

                                     DORR
                         ...thoo-out central and southern 
                         Mississippi. We perform on the 
                         instruments for which the music was 
                         originally composed, in the belief 
                         that... that... Why, this is lovely...

                                     MRS. MUNSON
                         Wait a minute. You got some kind of 
                         band?

               Dorr once again wiggles quotes with his fingers:

                                     DORR
                         The word "band" would be, in this 
                         context, something of an anachronism. 
                         Though we do play together -- hence 
                         the word "ensemble" -- the nature of 
                         the music is such that one would 
                         hesitate to apply the epithet "band" 
                         with its connotations of jangling 
                         rhythm and ear-popping amplification.

                                     MRS. MUNSON
                         So you don't play hippity-hop, "I 
                         Left My Wallet in El Segundo," songs 
                         with the titles spelt all funny?

                                     DORR
                         Madam, I shudder. I quake. The 
                         revulsion I feel for modern popular 
                         music, and all other manifestations 
                         of contemporary decay, is, I have no 
                         doubt, the equal of y'own. Why, we 
                         play music that was composed to the 
                         greater glory of God. Devotional 
                         music. Church music.

                                     MRS. MUNSON
                         Gospel music?

                                     DORR
                         Well-inspired by the gospels, 
                         certainly. The vintage, of course, 
                         is no more recent than the Rococo.

                                     MRS. MUNSON
                         Rococo, huh? Well, I guess that'd be 
                         okay.

                                     DORR
                         But I certainly don't propose to 
                         inflict our rehearsals on you. May I 
                         enquire -- do you have a root cellar?

               INT. MUNSON HOUSE - CELLAR - NIGHT

               Dorr ducks while descending the steep, narrow stair in order 
               to avoid an overhead beam. He is followed by Mrs. Munson.

                                     DORR
                         Yes, yes, yes, this looks promising...

               He pulls on a hanging string to light a bare bulb overhead.

                                     MRS. MUNSON
                         Little dank, ain't it?

                                     DORR
                         Oh, indeed, but that only improves 
                         the acoustics...

               He experimentally claps his hands.

                                     DORR
                         ...Marvelous. These earthen walls 
                         are ideal for baffling the higher 
                         registers of the, uh, lute and, uh, 
                         sackbutt. That's why so much music 
                         of the cinquecento was played in 
                         crypts and catacombs. Yes, this will 
                         do nicely...

               He dry-washes his hands with enthusiasm, but his tone remains 
               mournful.

                                     DORR
                         ...This is perfect. This is more 
                         than perfect. I can scarcely contain 
                         my glee.

                                     MRS. MUNSON
                         You containing it okay.

               He starts to peel cash out of a large, well-worn billfold:

                                     DORR
                         Allow me to pay you a week in advance. 
                         Allow me to pay you two weeks in 
                         advance. Allow me to pay you a month 
                         in advance. I cannot countenance the 
                         thought of these charming apartments 
                         being tenanted by someone 
                         unappreciative of their special je 
                         ne sais quoi.

                                     MRS. MUNSON
                         That would be a shame.

               INT. CASINO - DAY

               TRACKING ON A GARBAGE CART

               On the cart is a boombox. It is playing "I Left My Wallet in 
               El Segundo."

               It is being pushed through a casino empty of customers.

               As the cart stops and a wastebasket is emptied into it:

                                     VOICE (V.O.)
                         You gotta peel this shit out sticks 
                         to the bottom.

               WIDER

               shows two youngish black men in the khaki uniforms of 
               custodians. Emptying the wastebasket is WEEMACK-MACKATEE 
               FUNTHES. He is instructing GAWAIN MACSAM.

                                     WEEMACK
                         ...You wouldn't believe this shit, 
                         sometimes even out here on the casino 
                         floor you gonna find sanitary napkin 
                         shit stuck there, Tucks, I don't 
                         know what the fuck people do while 
                         they're gambling here man.

                                     GAWAIN
                         I ain't peelin' funky shit with my 
                         human hands, man. That's a 
                         prescription for disease and viruses 
                         and shit, attackin' y'insides.

               As they roll on we see more of the gambling floor, which is 
               on something less than the scale of a Las Vegas casino. The 
               floor is not yet open and dealers stack and count chips at 
               the tables, pit bosses with clipboards looking over their 
               shoulders. Other dealers strap on visors and sleeve garters, 
               preparing to work.

                                     WEEMACK
                         You gotta do it. Mr. Gudge checks 
                         everything. Man is a motherfuck. 
                         Shit -- looka this.

               After a furtive look around he plucks a chip from the next 
               wastebasket and slips it in his pocket.

                                     WEEMACK
                         ...You keep an eye out, man. I found 
                         a hundred-dollar chip once.

                                     GAWAIN
                         Fuck that, man. I ain't pawin' through 
                         used Tucks for a fi' dollar chip.

                                     WEEMACK
                         I said it was a hundred.

                                     GAWAIN
                         Man, your guts gonna turn to soup'n 
                         leak outcha fuckin' asshole.

               SERVICE HALL

               The cart jitters loudly on the dimpled plastic floor.

                                     WEEMACK
                         This tunnel leads back onto land. To 
                         the office for all the people work 
                         for Mannex. Mannex Corporation. Owns 
                         the Lady Luck 'n three other boats...

               INT. CASINO - SERVICE HALL - DAY

               The two men are entering a windowless fluorescent-lit office 
               area. A row of wooden office doors and one heavy steel door.

                                     WEEMACK
                         ...This is where they think on their 
                         corporate shit, Gudge and them.

               He stops to empty a wastebasket.

                                     WEEMACK
                         ...The lights is ugly but it ain't 
                         as many Tucks.

               He bangs on the steel door:

                                     WEEMACK
                         ...YO, motherfuck! Lemme in!

                                     MUFFLED VOICE (O.S.)
                         What's the password?

                                     WEEMACK
                         Kiss my ass.

               We hear a deep chuckle and the door, steel reinforced, swings 
               open.

               INT. CASINO - COUNTING ROOM - DAY

               The two men enter, WeeMack nodding at the security man 
               (ELRON).

                                     WEEMACK
                         This is where they count the dough. 
                         You try to take any of it Elron there 
                         shoot your ass.

               Again the security man chuckles. WeeMack picks up some fast-
               food wrappers.

                                     WEEMACK
                         ...This place is a fuckin' pigsty. 
                         You a pig, man, nothin' but a squeaky 
                         ol' motherfuckin' pig...

               Elron chuckles. He is an enormously fat man; his chuckles 
               come from deep, deep in his chest.

                                     WEEMACK
                         ...You got fuckin' Kocoa Krispies in 
                         ya uniform man, still got breakfast 
                         there and you eatin' motherfuckin' 
                         lunch.

               Elron uses one hand to swipe crumbs off his uniform shirt, 
               chuckling.

                                     WEEMACK
                         ...You a disgrace before motherfuckin' 
                         God...

               Elron chuckles.

                                     WEEMACK
                         ...You a motherfuck-- oh, hello Mr. 
                         Gudge, how we be this mornin'?

               A man in a buttoned white shirt nods at him.

                                     GUDGE
                         Funthes. How's the new man?

                                     WEEMACK
                         He is a cleaning motherfucker, man!

                                     GUDGE
                         Is that a fact.

               INT. SOUNDSTAGE - SMOKING FIELD SET - DAY

               HIGH ANGLE

               It is a ruin of a field; charred trees point bare and gnarled 
               limbs toward a gray sky; smoke drifts across the desolate 
               waste.

               Something is bounding towards us from the deep background. 
               We BOOM DOWN as it approaches: a bulldog, running avidly 
               toward us on its stumpy little legs.

               An OFFSCREEN male voice (CLARK PANCAKE):

                                     PANCAKE (O.S.)
                         One, Mountain!

               There is an explosion that showers dirt in front of the dog 
               and makes it veer. Something strapped around the dog's neck 
               bounces as he runs.

                                     PANCAKE
                         ...Scrub two! Scrub three! Four, 
                         Mountain!

               Another explosion makes the dog veer back so that it once 
               again bears on us. The thing that has been bouncing around 
               its neck flies off.

               Our CONTINUING BOOM DOWN has brought us to ground level just 
               as the dog arrives in front of us to feed at a dog food bowl 
               in the foreground. The yellow plastic bowl has a K-Ration 
               logo facing us.

               We hear another OFFSCREEN voice (DIRECTOR):

                                     DIRECTOR (O.S.)
                         Cut, goddamnit. His canteen fell 
                         off.

               The Director's feet enter in the foreground. He hooks the 
               dogs belly with one foot and hoists it roughly away from the 
               bowl. We

                                                                 CUT UP TO:

               The DIRECTOR. He scowls down at the animal.

                                     DIRECTOR
                         ...Props!

               A man in a Hemingway field-jacket with multiple pockets, and 
               also a loaded utility belt, trots up toward him, his belt 
               jangling as he runs. This is CLARK PANCAKE.

               Pancake is a florid beer-bellied man in his late fifties. He 
               has a full blond-grey Grizzly Adams beard and wears multi-
               pocketed shorts that form an ensemble with his Hemingway 
               jacket.

               The director is angry.

                                     DIRECTOR
                         ...The goddamn thing's canteen fell 
                         off. It would have been a good take.

               Pancake is unperturbed.

                                     PANCAKE
                         Okay. Okay. We're prepared for that...

               He hits a button on the radio on his belt and talks into his 
               headset:

                                     PANCAKE
                         ... Mountain, bring Otto with the 
                         apparatus.

               PULLING ANOTHER BULLDOG

               He strains at his lead, muscling forward as quickly as his 
               minder and his own stumpy little legs will allow.

               He peers through the two goggly eyeholes of an antique leather 
               gas mask, its pignose breathing apparatus covering his own 
               snout. His phlegmy breathing is amplified by the device.

               We TILT UP the lead to show his minder, MOUNTAIN GIRL. She 
               is a solid woman in her late forties with freckles beginning 
               to merge into age spots. Her long straw-colored hair is 
               tightly braided into Heidi pigtails bound with red ribbon. 
               Otherwise her dress is unadorned.

               The director squints at the dog.

                                     DIRECTOR
                         What the hell is this?

               Pancake's manner is professorial:

                                     PANCAKE
                         World War I vintage gas mask. It's 
                         authentic. Strapped on, of course, 
                         so it can't fall off. The animal is 
                         free to be as active as he wants, 
                         doesn't inhibit his movement, and I 
                         think it really sells the whole 
                         doughboy thing--

                                     DIRECTOR
                         It looks like a fucking joke.

               Pancake stares at the director for a moment and, though not 
               doing anything, makes a sound of concentrated effort:

                                     PANCAKE
                         ...Nnnnrnff!

               The director squints at him:

                                     DIRECTOR
                         What?

               Pancake comes out of his trance, or whatever it was:

                                     PANCAKE
                         No, nothing, uh... you're absolutely 
                         right, the gas mask is a whimsical 
                         concept--

                                     DIRECTOR
                         How the hell does it eat when it 
                         gets to the Kennel Rations?

               The dog looks up from person to person as each speaks, 
               twisting its neck to peer through the eyeholes. Its breathing 
               is growing louder.

                                     PANCAKE
                         Well, you're absolutely right–-

                                     DIRECTOR
                         Don't let the client see this.

                                     PANCAKE
                         Of course not, that would be 
                         inappropriate--

                                     DIRECTOR
                         Or the Humane fucker.

                                     PANCAKE
                         No no--

               The dog gets down on its knees, slowly, like a camel, 
               breathing ever more loudly.

                                     DIRECTOR
                         They'll shut the fucking spot down, 
                         Pancake. Put the goddamn canteen 
                         back on. That says he's a soldier. 
                         Dented tin canteen. Just tie the 
                         damn thing to his collar.

               The dog flops over into the mud.

                                     PANCAKE
                         Easiest thing in the world. I just 
                         thought -- but the canteen is much 
                         better. Good concept. Let's go with 
                         that--

                                     DIRECTOR
                         What's he doing?

               The dog has started to convulse.

                                     PANCAKE
                         Well, he's uh... Just breathe 
                         normally, Otto.

                                     DIRECTOR
                         The fucking dog can't breathe.

                                     PANCAKE
                         Oh, he can breathe, that thing is -- 
                         just breathe normally, Otto.

               The dog's breath is rasping and horrible.

                                     DIRECTOR
                         The fucking dog cannot breathe! Get 
                         that fucking thing off him!

                                     PANCAKE
                         Of course. Easiest thing in the world.

               He stoops and fiddles at the straps.

                                     PANCAKE
                         ...It's on good and tight, I, uh... 
                         Just breathe normally, Otto.

               He starts thumping at his pockets.

                                     DIRECTOR
                         Get the fucking thing off him!

                                     PANCAKE
                         Don't have my Leatherman. Mountain! 
                         Give me your Leatherman! Chop chop!

                                     DIRECTOR
                         Get the fucking thing off him! Chitra, 
                         make sure the Humane fucker doesn't 
                         come over here! Bring him to craft 
                         services!

               As he makes to scoop up the dog:

                                     PANCAKE
                         Good idea! Ice water, treats-–

                                     DIRECTOR
                         Not the dog, you idiot! The Humane 
                         fucker! Distract him!

                                     PANCAKE
                         Right! Of course!

               He goes back to work on the mask.

                                     DIRECTOR
                         Oh my god, he's bleeding!

                                     PANCAKE
                         No, that's me -- I -- the 
                         Leatherman... here we go.

               His hand gouting blood, he finally manages to get the gas 
               mask off.

               A crowd is starting to gather and gape. The director barks 
               at a grip:

                                     DIRECTOR
                         Put up a couple solids here -- I 
                         don't want the client seeing this!

               Pancake thumps on the inert dog's chest.

                                     PANCAKE
                         Come on, Otto!

                                     DIRECTOR
                         Otto is fucking dead!

                                     PANCAKE
                         Mountain, have electric run me a 
                         stinger! Don't give up on me, Otto! 
                         Mountain, I need two live leads!

               More people crowd in to look.

                                     MOUNTAIN GIRL
                         Clark, the gennie's a hundred yards 
                         away!

                                     PANCAKE
                         Goddamnit! Otto's gonna have brain 
                         damage in about ninety seconds! Okay!

               He pulls the dog's lips back, exposing its teeth and slobbered 
               tongue.

                                     PANCAKE
                         ...Kiss of life!

               He sucks in a deep breath and starts mouth-to-mouthing the 
               beast.

               EXT. FOOTBALL FIELD - DAY

               POV

               We are looking out from inside a football helmet; we hear 
               the super-present breathing of the helmet's occupant. Just 
               over the breathing we can hear the muffled shouting of a 
               snap count.

               We are in a crouch position looking downfield. At the call 
               of "Hike!" we and everyone on the field spring into action.

               We sprint downfield, the breathing becoming even louder. A 
               very big person downfield is sprinting toward us.

               After several yards, still on the move, we PAN quickly around 
               to look back for the quarterback. Barely visible among 
               converging bodies, he is releasing the football toward someone 
               else.

               Easing up on the run we PAN BACK around to look downfield 
               just as the oncoming defender is upon us and -- CRUNCH -- 
               slams into us. A STROBING PAN leaves us looking up at the 
               sky. Our loud breathing has stopped.

               After a long beat the breathing resumes with a raggedy labored 
               inhale. It continues irregularly. Another helmeted player 
               appears above us to peer down into our helmet. He extends a 
               hand to help us up.

               HUDDLE

               We are looking back and forth around the circle at our 
               gathered teammates.

                                     QUARTERBACK
                         Delta thirty-seven. On four!

               All, with a simultaneous hand clap:

                                     TEAM
                         Huh!

               LINE OF SCRIMMAGE

               Lined up opposite us is a snarling defender.

               Once again, over loud breathing, we can just hear the shouted 
               count.

               At "Hike!" we straighten to meet the defensive lineman lunging 
               at us. His mouthpiece clatters against ours and in horrific 
               CLOSE-UP he strains against us, his animal gurgles of effort 
               audible over our own ragged breath.

               With a primal roar from the defenseman our POV tips back and 
               up, BOOMING DOWN to stop with a CRUNCH against the ground, 
               staring up. Once again our breathing has stopped.

               After a beat a foot is planted on our helmet as a looming 
               running back steps on us in his charge downfield. He is 
               pursued by defenders some of whom leap over us and some of 
               whom by the sound of it step on various body parts.

               HUDDLE

               The same back-and-forth PAN.

                                     QUARTERBACK
                         Okay, Epsilon twenty-two! You the 
                         man!... Hey! BUTTHEAD!

               This brings our wandering attention PANNING back to the 
               quarterback:

                                     QUARTERBACK
                         You the man!

               A very, very present VOICE (HUDSON):

                                     HUDSON (O.S.)
                         Me the man?

                                     TEAM
                         Huh!

               LINE OF SCRIMMAGE

               The same breathing and count.

               On "Hike!" we sprint downfield.

               The same distant defender sprinting toward us.

               We hear low but very present a dismayed:

                                     HUDSON (O.S.)
                         Unh... oh no...

               Our breathing is torn by rasping wheezes of effort as we 
               continue to run.

               We look back.

               Every player is looking directly at us.

               A huge spiralling football coming at us -- too close, too 
               soon -- and--

               BONK!

               It bounces off our mouth guard and flies up.

                                     HUDSON (O.S.)
                         ...shit...

               We are looking forward just as

               CRUNCH!

               We are hit by the defender.

               We once again land face-up.

               Very steeply FORESHORTENED, right over us, we see the defender 
               juggling the live ball.

               With a moan, our own hand reaches weakly up towards the ball 
               and the high, distant defender.

               He finally gathers in the ball and securely tucks it, and 
               starts back upfield.

               We climb wearily to our feet. We look back upfield just in 
               time to see the defender start an elaborate victory dance in 
               the end zone. He pauses for a moment to point a gloved hand 
               directly at us, then resumes his strut.

               Shouting from the sidelines brings our PANNING attention 
               over.

               The coach, face twisted with fury, is shouting at us and 
               using his clipboard to wave us off the field.

               We trot toward the sidelines.

               All of our teammates stare at us –- some in shock, some in 
               anger, some in pity.

               At the sideline bench our POV swings round as we seat ourself. 
               A hand reaches up to the mouth guard to pull off the helmet 
               and we

                                                              MATCH CUT TO:

               Our first OBJECTIVE SHOT as the player (HUDSON) finishes 
               pulling off his helmet. He is a big blond boy. His entire 
               body, including his face, is solidly built.

               An offscreen Voice:

                                     COACH (O.S.)
                         Hudson!

               The boy, Hudson, turns to look, and we cut to one last

               POV

               The COACH is striding up, swinging his clipboard at the 
               camera: with a loud CRUNCH! it brings on:

               BLACK

               EXT. MINI-MALL / HI-HO DONUT - DAY

               HIGH ANGLE

               It is a typical sunbaked concrete strip mall with a Seven-
               Eleven, a launderette, and a Hi-Ho Donut. The Hi-Ho Donut 
               sign shows a pink donut with sprinkles and says in much 
               smaller lettering: And Croissants.

               A beat-up Impala pulls into the lot, pulsing hip-hop music. 
               After a long rumbling idle the ignition is killed. Both front 
               doors open. Two BLACK KIDS get out and look around with a 
               manner that is if anything too casual.

               INT. HI-HO DONUT - DAY

               There is faint muzak and loud air-conditioner hum. Glass 
               cases display donuts identified as GLAZED, JELLY, and FANCIES. 
               Fancies ooze yellow goo. The jelly on the jelly donuts is 
               developing a crust of age. The glazed also look moth-eaten.

               One customer, a disheveled older man, sits at one of the 
               little formica tables staring into a coffee cup. Next to the 
               coffee is a brown paper bag from which a straw protrudes.

               Behind the counter is a middle-aged VIETNAMESE WOMAN in a 
               neat white blouse.

               The two youths enter pulling out enormous handguns from 
               underneath their windbreakers.

                                     YOUTH #1
                         All right Dragon Lady, give us all 
                         the fuckin' money!

               The woman stares blankly.

                                     YOUTH #1
                         We want that donut money!

                                     VIETNAMESE WOMAN
                         Yao gin nyap!

               A man appears from the kitchen in back. He is a middle-aged 
               Vietnamese gentleman in a crisply pressed khaki leisure suit. 
               An ascot is knotted at his neck. He wears aviator eyeglasses. 
               In his mouth smolders a half-burned-down filterless cigarette. 
               This, we shall learn later, is THE GENERAL.

                                     YOUTH #2
                         Okay papa-san, we want that donut 
                         money.

                                     YOUTH #1
                         And we ain't fuckin' around, Mr. Hi-
                         Ho.

                                     VIETNAMESE WOMAN
                         Hi-Ho.

               The two youths look at her briefly. Nothing else is 
               forthcoming.

               The drunk looks up from his paper bag.

                                     YOUTH #2
                         Look, this fuckin' thing, it ain't 
                         complicated. You give us all the 
                         fuckin money, you don't get shot in 
                         the head, you make more donuts, get 
                         more money. That's how it works, 
                         see?

               The General stares at him. As with his wife, none of it seems 
               to register; unlike his wife, he seems unperturbed.

                                     YOUTH #1
                         Give us the money!

               He is pointing the gun directly at the General's head.

                                     YOUTH #1
                         ...You got three fuckin' seconds. 
                         You understand one-two-three? I'm 
                         gonna count one-two-three and then 
                         shoot. Okay? Three sec–- huh!

               The General has swung his fist up to hook two fingers inside 
               the youth's nostrils. His gun clatters to the floor. The 
               fingers are way, way up his nose. Only one knuckle shows on 
               each finger.

               The youth is staring cross-eyed at his own nose.

               His friend is also stupefied.

                                     YOUTH #1
                              (very nasal)
                         His fingers are way the fuck up my 
                         nose.

                                     YOUTH #2
                         GET... YA FINGAS... OUT... THE 
                         MAN'S... NOSE!

               The General still impassively sucks on his cigarette. The 
               first youth is on the verge of tears:

                                     YOUTH #1
                         I think they're in my brain, man...

                                     YOUTH #2
                         MOTHERFUCK!

               He raises his gun to start firing.

               As he does so the General uses his hook-hold on the other 
               youth's nose to slam his head backwards, down into some 
               Fancies.

               The door opens and a customer walks in, a semi-elderly lady 
               with a cane.

               Youth #2, eyes rolling, wildly swings to cover the door, 
               then back to the General who has his friend's head pressed 
               into the Fancies, then uncertainly over to the Vietnamese 
               woman who is loudly yelling at him in Vietnamese.

               Cigarette still dangling from his lower lip, the General 
               calmly plucks a pot of coffee from the coffee warmer and 
               tosses it into Youth #2's face.

               Youth #2 screams.

               EXT. HI-HO DONUT - DAY

               HIGH ANGLE

               The car is still pulsing hip-hop music. Youth #2 stumbles 
               out of the Hi-Ho, hands covering his face and sinks to his 
               knees.

               INT. HI-HO DONUT - DAY

               The General now has the first youth's face pressed into the 
               Fancies from behind. Without disturbing his smoking, the 
               General repeatedly kicks the youth in the ass.

               His wife, muttering irritably in Vietnamese, is wheeling a 
               water bucket and mop to where the floor is covered with 
               coffee.

               INT. CHURCH - DAY

               At the CUT many voices are swelling in a song of worship. It 
               is a black Baptist church, and the music has great energy.

               The white-robed choir finishes singing; a preacher takes the 
               podium.

                                     PREACHER
                         I know you all remember that when 
                         Moses came down the mountain, carrying 
                         the word a God, come down that Sinai 
                         peak, he caught those Israelites red-
                         handed. What he catch 'em doin'? He 
                         caught 'em worshipping a golden calf.

               Shouts of "That's right!"

                                     PREACHER
                         ...He caught 'em with their backs 
                         turned on God!

               More shouts of "That's right!"

                                     PREACHER
                         ...He caught 'em worshipping a FALSE 
                         God! A God of EARTHLY things! He 
                         caught them Israelites in DECLINE!

               "He caught 'em!"

                                     PREACHER
                         ...Because backslidin' is DECLINE, 
                         brothers and sisters! You hear talk 
                         these days, and I know you've heard 
                         this talk, you hear talk of DECLINE, 
                         well all that means is we done turned 
                         our back on God!

               "That's right!"

                                     PREACHER
                         ...People say civilization doin' 
                         this, civilization doin' that, 
                         civilization in DECLINE! Well it 
                         ain't no civilization! It ain't no 
                         them! It's US, brothers and sisters!

               "Amen!"

               We are TRACKING among the congregants, disproportionately 
               women, mostly of middle age and elderly, mostly wearing 
               elaborate go-to-church hats.

                                     PREACHER
                         ...It's what's in our hearts, each 
                         and every one of us when we like 
                         them Israelites! Slidin' awa-a-a-ay 
                         down that Godly slope, slippin' and 
                         slidin' toward the mire and muck a 
                         the stinkhole of greed -- that's 
                         DECLINE!

               "That's decline!"

               The CONTINUING TRACK brings us onto Mrs. Munson, wearing, 
               like most of her peers, an oversized hat; hers is adorned 
               with a great deal of plastic fruit.

                                     PREACHER
                         ...And what did Moses do when he saw 
                         those declinin' backslidin' never-
                         mindin' sinners?

               "What he do?"

                                     PREACHER
                         ...Moses SMOTE those sinners in his 
                         wrath yes he did!

               "Yes he did!"

                                     PREACHER
                         ...Y'all know what smote is! I smite! 
                         You smite! He smites! We done smote!

               "That's right!"

                                     PREACHER
                         ...To smite is to go UPSIDE the head!

               "Uh-huh!"

                                     PREACHER
                         ...Because sometimes, brothers and 
                         sisters, that is the ONLY way!

               "Yes it is!"

                                     PREACHER
                         ...To smite is to reMIND! We got to 
                         STOP that decline! And scramble back 
                         UP to the face a the almighty Gyod!

               "Amen!"

                                     PREACHER
                         ...'Stead a worshippin' that GOLDEN 
                         calf, that earthly TRASH on that 
                         GARBAGE island! That GARBAGE island 
                         in that shadowland WAY outside the 
                         Kingdom a God!

               "Way outside!"

                                     PREACHER
                         ...That GARBAGE island where scavenger 
                         birds feast on the bones a the 
                         backslidin' damned!

               "Yes they do!"

                                     PREACHER
                         ...And so, let us pray...

               EXT. CHURCH - DAY

               It is a white clapboard country church. The preacher stands 
               at the door chatting with the congregants filing out.

                                     WOMAN #1
                         You preach a wonderful sermon, Brother 
                         Cleothus.

                                     PREACHER
                         Why thank you, Sister Rose.

                                     MRS. MUNSON
                         That man has a lot to say.

                                     WOMAN #1
                         Yes he does.

                                     MRS. MUNSON
                         And every word of it the truth.

                                     WOMAN #2
                         Mm-mm. Jesus well pleased with him.

                                     WOMAN #3
                         Deed he is.

                                     PREACHER
                         Oh now ladies...

                                     WOMAN #3
                         Pleased as he can be.

                                     WOMAN #1
                         Mm-mm.

                                     MRS. MUNSON
                         Stout, too.

                                     WOMAN #1
                         Mm-mm.

                                     PREACHER
                         Oh now you gracious ladies.

               INT. MUNSON HOUSE - KITCHEN - DAY

               Mrs. Munson is at the kitchen table. She folds a five dollar 
               bill into a sheet of paper, raising her voice as she does 
               so:

                                     MRS. MUNSON
                         It was a good sermon. That man has a 
                         lot to say.

               INT. MUNSON HOUSE - LIVING ROOM - DAY

               We have CUT to the portrait of Othar over the mantel. He 
               does not answer.

               From the kitchen:

                                     MRS. MUNSON'S VOICE (O.S.)
                         ...Stout, too. It would've been a 
                         comfort to you...

               INT. MUNSON HOUSE - KITCHEN - DAY

               Mrs. Munson has stuffed the paper-enclosed bill into an 
               envelope, which she is now laboriously addressing to Bob 
               Jones University.

                                     MRS. MUNSON
                         And the choir was all in good voice. 
                         Mm-mm-

               There is a knock at the door.

                                     MRS. MUNSON
                         ...Who could that--

               The cat yowls and hisses.

               I/E. MUNSON HOUSE - FOYER - DAY

               As Mrs. Munson swings open the door.

               G.H. Dorr stands on the stoop mournfully dry-washing his 
               hands and obsequiously ducking his head.

                                     DORR
                         My dear Mrs. Munson, I do so hope 
                         this is not an inopportune time for 
                         our first practice--

                                     MRS. MUNSON
                         Somebody die?

                                     DORR
                         I beg your-- Oh!

               He looks back at the long black vintage Lincoln hearse parked 
               at the curb behind him.

                                     DORR
                         ...No no, no bereavement, though it 
                         is so kind of you to enquire. No, 
                         the hearse is simply a vehicle 
                         commodious enough to accommodate all 
                         of the members of our ensemble. And 
                         of course our instruments, contrived 
                         in an age ignorant of 
                         miniaturization...

               He turns and gestures at the vehicle.

               At his sign, Gawain, the custodian, emerges from the driver's 
               side.

               Clark Pancake emerges from the front passenger side.

               The General, wearing a different but equally pressed khaki 
               suit and ascot, and with a smoking cigarette in his lips, 
               emerges from a back door.

               Gawain goes to the back of the hearse and opens its hatch to 
               let out Lump Hudson, the football player.

               Lump helps unload five large and oddly shaped instrument 
               cases, each man taking one except for Lump himself, who 
               carries two. As the parade of losers and misfits winds its 
               way up the walk:

                                     DORR
                         ...Let me introduce you to my friends, 
                         my colleagues, these devoted and 
                         passionate musicians... This is Gawain 
                         MacSam, our bassoonist...

               Gawain nods as he passes by.

                                     DORR
                         ...General Nguyen Pham Doc, viola da 
                         gamba...

                                     MRS. MUNSON
                         No smoking in this house.

               The General tosses his cigarette away and bows stiffly as he 
               passes.

                                     GENERAL
                         So sorry.

                                     DORR
                         ...Clark Pancake -- a multi-
                         instrumentalist, but with his 
                         remarkable embosser Clark specializes 
                         in wind instruments, and is especially 
                         accomplished on the French horn...

               He nods, passes.

                                     DORR
                         ...And, finally, Aloysius "Lump" 
                         Hudson. Lump is our sackbuttist and -- 
                         thank you, Lump -- I see you've also 
                         brought my fiddle...

               As he hands Dorr the violin case:

                                     LUMP
                         Here's your fiddle, Doctor.

               Mrs. Munson sizes up the group.

                                     MRS. MUNSON
                         You ain't gonna make a racket, are 
                         ya?

                                     DORR
                         Oh no. Oh no no no no no. No, we 
                         shall recuse ourselves to the basement 
                         where we shall be -- I think here 
                         the expression is uniquely 
                         appropriate...

               He gives a sickly smile.

                                     DORR
                         ...as quiet as the crypt.

                                     MRS. MUNSON
                         Hmph.

               INT. MUNSON HOUSE - CELLAR - DAY

               The General stands stock still, his nose an inch away from 
               the earthen wall, studying it, squinting through the smoke 
               of the cigarette pinched between his lips.

               The rest of the men are opening their cases and taking out 
               the instruments. Gawain's case contains, however, not a 
               musical instrument but a boombox and several tapes. He loads 
               one of the tapes into the machine.

                                     DORR
                         What do you think, General? Present 
                         any problems?

               After a beat the General turns away from the wall to give 
               Dorr a look into which one might read anything, or nothing.

               Gawain hits play on the boombox and the cellar is filled 
               with the fussy strains of baroque chamber music.

               Dorr nods.

                                     DORR
                         ...Good then.

               He spreads a map open on the sackbutt case.

                                     DORR
                         ...All right, gentlemen, why don't 
                         we all crowd around and go over the 
                         plan.

               The biggest feature on the map is a wavy, roughly north-south 
               pair of lines: a river. A boat icon sits at one edge and 
               from it a dotted rectangle extends inland.

               Dorr taps at the boat icon with his fiddle bow.

                                     DORR
                         ...This, gentlemen, is the Lady Luck, 
                         gambling den, cash cow, Sodom of the 
                         Mississippi delta -- and the focus 
                         of our little exercise. Here is 
                         Orchard Street...

               He is tracing a street that parallels the dotted rectangle 
               extending from the boat. The street is lined by small house 
               icons on either side; the bow comes to rest on one of those 
               icons.

                                     DORR
                         ...and here is the residence of Marva 
                         Munson, the charming lady whom y'all 
                         met moments ago. Gentlemen...

               Bow taps emphasize:

                                     DORR
                         ...You... are... here. Now. This 
                         brings us to this square...

               The bow indicates it, and then withdraws.

               Dorr uses the bow as a swagger stick to punctuate as he begins 
               to pace.

                                     DORR
                         ...Gentlemen, I believe you are all 
                         aware that the Solons of the State 
                         of Mississippi, to wit, its 
                         legislature, have decreed that no 
                         gaming establishment shall be erected 
                         within its borders upon dry land. 
                         They may, however, legally float 
                         upon any watercourse defining a state 
                         boundary. But while the gambling 
                         activity itself is restricted to 
                         riverboats, no such restriction 
                         applies to the functions ancillary 
                         to this cash besotted bidnis. The 
                         casino's offices, locker rooms, 
                         facilities to cook and clean, and 
                         most importantly its counting houses-
                         the reinforced, secret, and super 
                         secure repositories of the lucre -- 
                         may all be situated... wherever. 
                         Gawain -- where is wherever?

                                     GAWAIN
                         Say wha?

               Dorr's smug smile fades. Testily:

                                     DORR
                         Where is the money?

                                     GAWAIN
                         Oh. End of every shift pit boss brings 
                         the cash down to the hold of the 
                         ship in the locked cash box; once a 
                         day all the cash boxes're moved to 
                         the counting room.

                                     DORR
                         And where is the counting room?

                                     GAWAIN
                         Well, uh... in that square there. 
                         Where you pointing.

                                     DORR
                         And what, to flog a horse that if 
                         not at this point dead is in mortal 
                         danger of expirin', does the dotted 
                         square represent?

               Gawain hesitates, the question's obviousness suggesting to 
               him some trick.

                                     GAWAIN
                         ...Offices. Underground.

               Dorr's eyes close. A smile of feline contentment curls his 
               lips. He murmurs:

                                     DORR
                         Underground... Mmm... During the 
                         casino's hours of operation the door 
                         to the counting room is fiercely 
                         guarded, and the door itself is of 
                         redoubtable Pittsburgh steel; when 
                         the casino is closed the entire 
                         underground complex is locked up and 
                         the armed guard retreats to the 
                         casino's main entrance. There, then, 
                         far from the guard, reposes the money, 
                         cosseted behind a five-inch-thick 
                         steel portal, yes, but the walls, 
                         gentlemen, the walls of that room, 
                         are but humble masonry, behind which 
                         is only the soft loamy soil deposited 
                         over the centuries by Ol' Man, the 
                         meanderin' Mississip', as it fanned 
                         its way back and forth across this 
                         great alluvial plain...

               He has pried a fistfull of dirt from the cellar wall.

                                     DORR
                         ...This earth.

               He crumbles it, letting it sift to the floor, and then, 
               pleased with himself, he smiles.

                                     DORR
                         ...Any questions?

               Lump looks around, then hesitantly raises his hand.

                                     DORR
                         ...Yes, Lump?

                                     LUMP
                         What, uh... what does "cosseted" 
                         mean?

               Once again Dorr's smile fades. He does not dignify the 
               question with answer.

                                     DORR
                         The General here, whose curriculum 
                         vitae compahends massive tunneling 
                         experience thoo the soil of his native 
                         French-Indochina, will direct our 
                         little ol' tunnelin' operation.

               The General acknowledges with a curt nod.

                                     DORR
                         ...Clark Pancake, while a master of 
                         none, is a jack of all those trades 
                         corollary to our aim. He will be 
                         doin' such fabricatin' and demolition 
                         work as our little caper shall 
                         require.

               Clark acknowledges verbally:

                                     PANCAKE
                         Happy to be on board.

                                     DORR
                         Gawain is the proverbial "inside 
                         man". He has managed to secure a 
                         berth on the custodial staff of the 
                         Lady Luck, thereby placin' himself 
                         in a position to perform certain 
                         chores whose precise nature needn't 
                         detain us here, but whose performance 
                         shall guide this expedition to its 
                         happy conclusion.

                                     GAWAIN
                         Ya damn skippy.

                                     DORR
                         And this brings us to Lump. To look 
                         at Lump you might wonder, what 
                         function could he possibly fill, 
                         what specialized expertise could he 
                         possibly offer, to our merry little 
                         ol' band a miscreants. Well gentlemen, 
                         in a project of such magnitude and 
                         such risks, it is traditional -- 
                         nay, it is imperative -- to enlist 
                         the services of a hooligan, a goon, 
                         an ape, a physical brute, who will 
                         be our security, our fist, our 
                         batterin' ram. Lump is our blunt 
                         instrument, and on all our behalfs I 
                         wish him a warm Mississippi welcome.

                                     LUMP
                         Thanks, Professor.

                                     DORR
                         Well gentlemen, here you are, men of 
                         different backgrounds and differing 
                         talents, men with, in fact only two 
                         things in common: one, you all saw 
                         fit to answer my little advertisement 
                         in the Memphis Scimitar, and, two, 
                         you are all going to be, in 
                         consequence, very very incredibly 
                         rich. Let us revel in our adventure, 
                         gentlemen. Let us make beautiful 
                         music together. And above all, 
                         gentlemen, let us keep it to 
                         ourselves. What we say in this root 
                         cellar, let it stay in this root 
                         cellar.

                                     LUMP
                         There's no "I" in "team".

               All stare at him.

                                     DORR
                         ...Lump has a very excellent point.

               The music swells, supported now by a male chorus that has 
               the spirited manliness of the Red Army choir. We

                                                               DISSOLVE TO:

               INT. MUNSON HOUSE - BASEMENT - NIGHT

               The men at work, tunneling.

               The cat sits on the cellar floor, head cocked, gazing at the 
               hole now opened in the wall.

               Lump, in a sleeveless undershirt, glistening with sweat, 
               wields a pickaxe at the forward point.

               At the mouth of the hole Clark Pancake shovels dirt into a 
               heavy plastic refuse bag held open by Gawain.

               G.H. Dorr sits on a camp chair, one hand idly waving time to 
               the music, reading an old and yellowed tome with half-glasses 
               perched midway down his nose.

               The General hops nimbly out of the tunnel and unzips and 
               steps out of his all-in-one to reveal, underneath, his neatly 
               pressed leisure suit and ascot.

               INT. MUNSON HOUSE - LIVING ROOM - NIGHT

               Later, Dorr stands at the head of the cellar stairs, looking 
               around the empty parlor. He gives a nod down the stairs and 
               the men troop up past him, carrying sacks of earth.

               Over the mantelpiece, the eternal flame of the devotional 
               candle almost animating his features, Othar seems to watch 
               the men as they cross to the front door.

               EXT. MUNSON HOUSE - NIGHT

               The men load the earth into the hearse.

               EXT. MISSISSIPPI RIVER - NIGHT

               We are at the Mississippi bridge that we saw in the prologue 
               to the movie, but now, in dead of night, deserted.

               The hearse is pulling up at the middle of the bridge and 
               dimming its lights. The men emerge; when they open the back 
               of the hearse to pull out the sacks, the cat bounds out to 
               watch from a distance.

               We watch the men from HIGH, ANGLED DOWN along the masonry of 
               a tower that stands in the middle of the suspension bridge. 
               An ornamental gargoyle leers in the foreground.

               The garbage scow is approaching. We hear the low toot of its 
               horn as it nears the bridge.

               Lump is poised with the first sack hugged to his chest, 
               leaning over the railing.

               The nose of the barge enters below us.

               Lump releases the sack.

               We watch it drop dead away like a bomb from an airplane.

               It thuds distantly onto the barge. The next sack has been 
               passed up to Lump and is released.

               The cat watches. Its orange eyes blink. Its pupils adjust.

               INT. MUNSON HOUSE - CELLAR - NIGHT

               A PULL BACK shows that the cat is in fact back in the 
               basement.

               Its POV: continued tunneling.

               Back to the cat, watching, then turning its head at a noise:

               At the head of the stairs, the cellar door is opening.

               A whistle from the General and Lump and Clark Pancake scramble 
               from the tunnel. They whip a curtain over its opening and 
               all men grab up their instruments as Dorr, covering with a 
               cough, turns off the CD player.

               The General, his ever-present cigarette smoldering between 
               his lips, tongue-and-lips it up and backwards so that it is 
               inside his mouth, which he now closes.

               Marva Munson is heavily and carefully descending the stairs. 
               As the men come into view they are looking up at her, Lump 
               holding his sackbutt but still glistening with sweat and 
               smeared with dirt.

                                     MRS. MUNSON
                         That's okay, don't stop on account 
                         of me.

               Lump looks around, saucer-eyed, then blows gamely into his 
               sackbutt. It sounds like goose farts until Dorr waves him 
               down.

                                     DORR
                         No no, madam, we were about to take 
                         a break anyway. The glissandi on 
                         this particular piece are technically 
                         very demanding and I think we would 
                         all welcome a moment of relaxation.

                                     MRS. MUNSON
                         Huh. I just thought you might like 
                         to see-what a you gotten up to, honey? 
                         Why you sweatin' like that.

               It is directed at Lump, who looks down at his own sweat-
               stained undershirt.

                                     LUMP
                         I, uh...

                                     GAWAIN
                         That man plays one bitch barrelful a 
                         sackbutt. Ain't no one can blow the 
                         tenor sackbutt like Lump, hoowee! 
                         goes at that thing like it was a pu-- 
                         uh, like it was a woman! Goddamn! He--

               She cuffs him on the head.

                                     MRS. MUNSON
                         You mind! I don't want that kind of 
                         talk in my home, even in the root 
                         cellar. This is a Christian house, 
                         boy, none of that hippity-hop 
                         language.

                                     DORR
                         Sadly, Gawain is given to--

               WHAP! She slaps Gawain again.

                                     MRS. MUNSON
                         Sometimes it's the only way!

               He untenses after what seemed like the final blow, but -- 
               WHAP! -- she slaps him again.

                                     MRS. MUNSON
                         ...I'm tryin' to help you, son!

               WHAP!

                                     MRS. MUNSON
                         ...Better yaself!

                                     DORR
                         As well you should, ma'am. But Gawain 
                         at times is so far transported by 
                         his love of the music of the early 
                         Renaissance as to--

                                     MRS. MUNSON
                         Don't make no never-mind he's 
                         transported!

               Dorr has her by the elbow and is ushering her back up the 
               stairs.

                                     DORR
                         I understand your--

               She pulls her elbow away and sniffs.

                                     MRS. MUNSON
                         You been smokin'?

                                     DORR
                         Certainly not, madam. I understand 
                         your indignation. And I was offering 
                         explanation, not excuse. I myself am 
                         offended by those who cannot find 
                         the proper words to express themselves 
                         and have recourse to--

               Gawain calls up the stairs:

                                     GAWAIN
                         Don't you be explainin' me, dawg! 
                         You can't look into my mind, cape 
                         man!

                                     DORR
                         Yes, yes...

               Dorr's tone is soothing as he shuts the door at the top of 
               the stairs.

                                     DORR
                         ...A fiery lad! But then Youth is 
                         fiery! A fact often remarked upon by 
                         the poets of the Romantic era.

                                     MRS. MUNSON
                         My youth I was in church, I wasn't 
                         walkin' around fiery. Youth ain't no 
                         excuse for nothin'! Well, anyway... 
                         only came down to show you the fife.

               She hands him a thick, roughly whittled piece of cane. Dorr 
               holds it, looks at it dumbly. He is, for the first time that 
               we have seen anyway, non-plussed.

                                     MRS. MUNSON
                         ...Othar's fife. He burned his own.

               Dorr tries to summon conversation as the two sit with their 
               backs to the fireplace:

                                     DORR
                         ...Did he?

                                     MRS. MUNSON
                         Mm-hm. I thought maybe bein' a musical 
                         man you'd be interested.

                                     DORR
                         Oh, I am indeed--

                                     MRS. MUNSON
                         Cut it himself and burned the holes. 
                         Israelites called it a kalil.

                                     DORR
                         Ah.

                                     MRS. MUNSON
                         Kalil, fife, same thing. You can 
                         read about it in the Bible. Ain't 
                         nothin' new under the sun.

                                     DORR
                         Indeed not.

                                     MRS. MUNSON
                         Gone these twenty years. He was some 
                         kind of man.

               From Othar's POV, slightly high, we see them both twist in 
               their chairs to look up at the portrait.

               REVERSE of the portrait, LOW ANGLE. Othar looks down at us 
               with what appears to be bemusement.

               Marva Munson and Dorr gaze up at the portrait for a motionless 
               beat. At length, Marva Munson sighs:

                                     MRS. MUNSON
                         ...Blowed the kalil.

               Dorr's eyes remain on the picture as he inquires:

                                     DORR
                         ...I don't suppose Othar ever turned 
                         his hand -- or, uh, heh-heh-heh, 
                         turned his lip -- to the shofar?

               Prompted by her silence, he adds:

                                     DORR
                         ...The ceremonial ram's horn, sounded 
                         by the priests of the Hebrews?

                                     MRS. MUNSON
                         I don't know nothin' 'bout that. 
                         Othar didn't study no shofar, to the 
                         extent a my knowledge. The kalil was 
                         good enough for my Othar...

               She gazes at the portrait.

                                     MRS. MUNSON
                         ...Some kind of man.

               INT. CASINO - DAY

               TRACKING BEHIND A SASHAYING ASS

               following a woman in a red dress.

                                     GAWAIN (O.S.)
                         Hey baby, don't be cruel. Jus' sneak 
                         one little peek...

               The woman looks back over her shoulder, smiling, as she 
               continues to walk.

                                     GAWAIN
                         ...Don't let this uniform fool ya--

               REVERSE PULLING TRACK

               leads Gawain MacSam, pushing his wheeled trash bin.

                                     GAWAIN
                         You don't need to be gamblin', honey, 
                         you lookin' at a sure thing. They 
                         call me Mr. 21, baby, 'cause that's 
                         how I measure up. I am the original 
                         black Jack, honey, accept no 
                         substitutions. You can pull my lever 
                         all day long, sweet mama, I ain't 
                         never gonna come up lemons. That's 
                         right, sugar, you can blow on my 
                         dice any ol' time.

               INT. CASINO - GUDGE'S OFFICE - DAY

               Gudge has his feet up on the desk and is filing his nails 
               with an emery board.

                                     GAWAIN
                         But Mr. Gudge, she had an ass that 
                         could pull a bus. This lady was fine, 
                         fine, dandy, divine.

                                     GUDGE
                         I don't care how big her ass was, 
                         MacSam. You're fired.

                                     GAWAIN
                         Say what?

                                     GUDGE
                         There is no fraternizing with 
                         customers on the Lady Luck. Clean 
                         out your locker.

                                     GAWAIN
                         But Gudge–-

                                     GUDGE
                         Get out of here. You're fired.

                                     GAWAIN
                         You can't fire me. I sue your ass!

                                     GUDGE
                         Sue me? For what?

                                     GAWAIN
                         Sue you for fuckin' punitive damages, 
                         man!

                                     GUDGE
                         Punitive damages.

                                     GAWAIN
                         Ya damn skippy. I know you firin' my 
                         ass 'cause I'm black!

                                     GUDGE
                         Everyone on the custodial staff is 
                         black, MacSam. Your replacement's 
                         gonna be black. His replacement will 
                         no doubt be black.

                                     GAWAIN
                         Fuckin' judge is gonna be black, 
                         motherfucker, that's who gonna be 
                         black! You gonna stand tall before 
                         the man!

               EXT. WAFFLE HOUSE - DAY

               VERY HIGH ANGLE

               We are looking down past the distinctive pylon-mounted yellow 
               letters: WAFFLE.

               INT. WAFFLE HOUSE - DAY

               The band of miscreants is seated around a table with cups of 
               coffee. Dorr's wardrobe makes no concession to the informality 
               of the setting; he still wears his cape and a black string 
               tie. His manner is more mournful even than usual:

                                     DORR
                         Oh my. Oh my my my my my. This is a 
                         severe setback. I am distraught. I 
                         am more than distraught, I am 
                         devastated. Oh my, this is quite the 
                         monkey-wrench heaved into the 
                         meticulously engineered construct of 
                         our little escapade.

                                     LUMP
                         Yeah, it fucks things up.

                                     DORR
                         I am beside myself. I am at a positive 
                         loss for words.

                                     GAWAIN
                         You still talkin' okay though.

                                     WAITRESS
                         Have you all decided?

               Dorr's intensely mournful agitation is brought to bear upon 
               her:

                                     DORR
                         Oh madam, we must have waffles. We 
                         must all have waffles forthwith!

               They hand in their menus.

                                     DORR
                         ...Oh we must think. We must all 
                         have waffles and think, each and 
                         every one of us to the very best of 
                         his ability! Perhaps if you apologized 
                         to the man and gave him flowers, or 
                         perhaps a fruit basket, with a card 
                         depicting a misty seascape and 
                         inscribed with a sentiment.

                                     GAWAIN
                         Shit, man, it ain't about apologizin'! 
                         He fired me 'cause I'm black!

                                     PANCAKE
                         He can't do that. You could sue him. 
                         Open and shut case.

                                     GAWAIN
                         Fuckin' A.

                                     PANCAKE
                         This is not 1952.

                                     GAWAIN
                         Man's a fuckin' bigot.

                                     DORR
                         Well then, perhaps, surely, a 
                         chocolate assortment has been known 
                         to warm the heart of even the most 
                         hardened misanthrope, especially if 
                         it's a premium chocolate, imported, 
                         say, from Switzerland, or the 
                         Netherlands, or some other of the so-
                         called "Low" countries be they Dutch 
                         or Flemish or Walloon--

                                     GAWAIN
                         Walloon my ass, the man ain't gonna 
                         roll over for a fuckin' candy bar!

                                     PANCAKE
                         I'm afraid there's a setback on the 
                         tunneling front too. We've run into 
                         a pretty large rock, and--

                                     GENERAL
                         -- Rock!

               All turn to look at the General. He continues to stare at a 
               spot in space. He slowly releases some inhaled cigarette 
               smoke, murmuring:

                                     GENERAL
                         ...Very bad.

                                     DORR
                         Oh my my, it seems that the poet was 
                         right: Troubles never singly come.

                                     PANCAKE
                         Oh, we can get through the rock, no 
                         worries there. Simplest thing in the 
                         world. Why we blow right through it; 
                         I've got a pyro license, we bore a 
                         hole in the rock, pack in a little 
                         plastique; igneous blows pretty good, 
                         and we--

                                     LUMP
                         Is he gonna want a piece of the 
                         action?

               All turn to look at Lump.

                                     PANCAKE
                         ...Who?

               Lump hesitates, looking at the inquiring faces that surround 
               him.

                                     LUMP
                         ...Igneous?

               A female Voice:

                                     MOUNTAIN GIRL (O.S.)
                         Hello Clark. Am I ordering the prima 
                         cord?

               The men look up at her.

                                     PANCAKE
                         Yes, Mountain, we were just talking 
                         about that, and some plastique.

               All the men are staring at her, agog.

                                     GAWAIN
                         ...The fuck is this?

                                     PANCAKE
                         This is Mountain Girl. Mountain is 
                         my right hand. She helps me with 
                         ordnance. Helps me with damn near 
                         everything.

               The men stare.

                                     GAWAIN
                         ...You brought your bitch to the 
                         waffle house?!

               There is tension in the air. Dorr clears his throat.

                                     DORR
                         I confess myself to be puzzled as 
                         well. I thought we all understood 
                         that, so far as our little enterprise 
                         is concerned, mum, as the saying 
                         would have it, is the word--

                                     PANCAKE
                         Of course. I understand that. But 
                         this is Mountain...

               He chuckles.

                                     PANCAKE
                         ...I don't keep secrets from Mountain. 
                         That's not how you maintain a loving, 
                         caring relationship.

                                     GAWAIN
                         ...You brought your bitch to the 
                         waffle house?

               He looks around.

                                     GAWAIN
                         ...Man brings his bitch to the waffle 
                         house!

                                     PANCAKE
                         Look, you, I'll thank you to stop 
                         referring to Mountain that way. She's 
                         the other half of my life.

                                     GAWAIN
                         Everybody lookin' at me like I'm a 
                         fuck-up, losin' that sorry-ass job, 
                         and this motherfucker bring his bitch 
                         to the waffle house!

               Pancake lunges across the table, sending dishes clattering 
               to the floor as he grabs Gawain by the shirt.

                                     PANCAKE
                         You son of a bitch punk! Shut your 
                         goddamn mouth!

               He shakes him vigorously and rears back to take a swing at 
               him.

               Gawain draws a gun.

                                     GAWAIN
                         Come and get me motherfuck! Come on, 
                         baby, let's get it on!

               Mountain starts screaming.

               People look, aghast.

                                     DORR
                         Gentlemen, please!

               The other men pry Pancake and Gawain apart.

                                     DORR
                         ...Gentlemen, this sort of behavior 
                         does you no credit in the eyes of 
                         your colleagues, or in those of the 
                         other patrons of this waffle house!

               Pancake grumbles as he composes himself and straighten his 
               clothes.

                                     PANCAKE
                         ...Nobody talks to Mountain Girl 
                         that way. She had an abusive family!

                                     GAWAIN
                         Fuck you, man.

                                     PANCAKE
                         Little punk. I got syrup on my safari 
                         jacket.

               He embraces Mountain, who continues to sob quietly.

                                     DORR
                         Gentlemen, I propose that we consider 
                         the matter of this woman, Mountain 
                         Water, to be--

                                     PANCAKE
                         Mountain Girl.

                                     DORR
                         I am so very sorry. I propose that 
                         we consider this matter to be closed, 
                         and we shall chose to trust her, 
                         since we now have no choice, and 
                         since she shall share only in Mr. 
                         Pancake's portion of the booty.

               Over the shoulder of the quietly weeping Mountain Girl:

                                     PANCAKE
                         Of course. Wouldn't have it any other 
                         way.

                                     GAWAIN
                         Damn right you won't.

                                     PANCAKE
                         Up yours, punk.

                                     DORR
                         Gentlemen! And the manner of disposing 
                         of our igneous impediment is also 
                         settled. That leaves only the question 
                         of Gawain retrieving his job.

                                     LUMP
                         Couldn't you just bribe the guy?

               All turn to look at Lump.

               INT. MUNSON LIVING ROOM - NIGHT

               Othar looks serenely down from his spot over the mantelpiece. 
               Marva Munson knits; G.H. Dorr sits nodding over an ancient 
               volume of half-forgotten lore, reading glasses perched midway 
               down his nose. Curtains waft lazily in the summer night 
               breeze.

                                     MRS. MUNSON
                         ...You just a readin' fool, ain't 
                         you Mr. Dorr.

                                     DORR
                         Yes yes, I must confess, madam, that 
                         often I feel more at home in these 
                         ancient volumes than I do in the 
                         hustle-bustle of our modern world. 
                         To me, paradoxically, the literature 
                         of the so-called "dead tongues" has 
                         more currency than this mornin's 
                         newspaper.

                                     MRS. MUNSON
                         Mm-mm.

                                     DORR
                         In these books...

               He removes his glasses and lazily twirls them.

                                     DORR
                         ...In these volumes, there is the 
                         accum'lated wisdom a mankind which 
                         succours me when the day is hard or 
                         the night lonely and long.

                                     MRS. MUNSON
                         Wisdom of mankind, what about the 
                         wisdom of the Lord?

                                     DORR
                         Oh yes, the Good Book, mm. I have 
                         found reward in its pages. But for 
                         me there are other good books as 
                         well; the heavy volumes of Antiquity, 
                         freighted with the insights of Man's 
                         glorious age. And then of course I 
                         love, love, love the works of Mr. Ed 
                         G'Allan Poe.

                                     MRS. MUNSON
                         I know who he is. Kinda creepy.

                                     DORR
                         Oh no, madam, noooo. Not of this 
                         world, true; he lived in a dream, an 
                         ancient dream...

               Dorr himself is lost in a dream:

                                     DORR
                         "Helen, they beauty is to me Like 
                         those Nicean barks a yore That gently, 
                         o'er a perfumed sea, The weary, 
                         wayworn wanderer bore To his own 
                         native shore... "

                                     MRS. MUNSON
                         Who was Helen? She wasn't a loose 
                         woman, was she? Some kinda whore a 
                         Babylon?

               Dorr is still lost:

                                     DORR
                         One doesn't know who Helen was, though 
                         I picture her as bein' very, very 
                         extremely... pale.

               He comes to himself, focuses on Mrs. Munson.

                                     DORR
                         ...Miz Munson, I was tryin' to think 
                         of some way of expressin' my gratitude 
                         to you for takin' in...

               He chuckles.

                                     DORR
                         ...this weary, wayworn wanderer...

               The Professor takes a small ticket envelope from where it 
               had served as bookmark, and hands it across.

                                     DORR
                         ...It's just a modest little ol' 
                         present, why it's practically nothing 
                         at all.

               Beaming, she takes two tickets out of the envelope and 
               inspects them.

                                     MRS. MUNSON
                         Oh Mr. Dorr, why you are such a 
                         gallant man...

                                     DORR
                         Oh no madam, I blush. I melt. No, I 
                         just happened to hear of this gospel 
                         concert tomorrow night, The Mighty 
                         Mighty Clouds of Joy, and I thought 
                         you and a friend from church, 
                         perhaps...

                                     MRS. MUNSON
                         Othar loved that music... Yes, I got 
                         a widow-lady friend...

                                     DORR
                         The concert is up in Memphis, but I 
                         have arranged for a car service to 
                         transport you thither and, needless 
                         to say, back home at the concert's 
                         termination. My friends and I will 
                         be rehearsing here tomorrow evening 
                         so you needn't worry about the 
                         security of your charming little old 
                         house...

               There is a knock at the door.

                                     MRS. MUNSON
                         Huh? Excuse me.

               I/E. MUNSON HOUSE - FOYER - NIGHT

               Mrs. Munson swings the door open to Sheriff Wyner. His squad 
               car is parked at the curb.

                                     MRS. MUNSON
                         Sheriff Wyner, how you doin'...

               INT. MUNSON HOUSE - LIVING ROOM - NIGHT

               The Professor's eyes widen with concern as he hears the 
               voices, off:

                                     SHERIFF (O.S.)
                         Evenin', Miz Munson, I just came 
                         by...

               I/E. MUNSON HOUSE - FOYER - NIGHT

               The sheriff is tipping his hat and already backing away, 
               trying to make his visit brief:

                                     SHERIFF
                         ...to let you know I had a word with 
                         WeeMack. He says he gonna comply 
                         with your request, keep the music 
                         down and neighborly.

                                     MRS. MUNSON
                         Mm-hm.

               He calls from the bottom of the stoop:

                                     SHERIFF
                         So you have a pleasant evening now, 
                         and just let us know--

                                     MRS. MUNSON
                         Hang on there, Sheriff, somebody I 
                         want you to meet.

                                     SHERIFF
                         Ma'am, I'm a little pressed for time--

                                     MRS. MUNSON
                         Why, you chasin' a gang of bank 
                         robbers? Get on in here say hello.

               INT. MUNSON HOUSE - LIVING ROOM - NIGHT

               The Voices approach:

                                     MRS. MUNSON
                         ...We was just havin' tea, talkin' 
                         about Othar--

               The two enter and Mrs. Munson stops short, looking.

               The living room is empty. Even the Professor's teacup is 
               gone.

                                     MRS. MUNSON
                         ...Hm... Bussed his own dishes. You 
                         can always tell a gentleman.

               The sheriff, hat in hand, gazes about.

                                     SHERIFF
                         Someone was here, ma'am?

                                     MRS. MUNSON
                         Mm-hm, with me'n Othar.

               Once again, he tries to excuse himself:

                                     SHERIFF
                         Well, maybe I'll catch him next 
                         time...

                                     MRS. MUNSON
                         Come on up to his room.

               INT. MUNSON HOUSE - DORR'S BEDROOM - NIGHT

               The door opens and the two look in.

               The neatly made bed next to the small, barren dresser.

                                     MRS. MUNSON
                         Mm, he's neat.

                                     SHERIFF
                         Very neat.

                                     MRS. MUNSON
                         Probably went down to the cellar to 
                         play with his friends.

               She turns.

                                     SHERIFF
                         Ma'am, I really have to...

               POV FROM UNDER THE BED

               Top-teased by a dust ruffle in the foreground, we see Mrs. 
               Munson's heavy orthopedic shoes turning to pass Sheriff 
               Wyner's shiny black boots.

               REVERSE

               shows Dorr, cheek pressed to the floor, his teacup and saucer 
               under the bed with him.

                                     SHERIFF
                         ...be gettin' back...

               BACK TO NORMAL PERSPECTIVE

               Mrs. Munson is about to go out the door but notices something:

               A corner of the Professor's cape, protruding from under the 
               end of the bed.

                                     MRS. MUNSON
                         What the...

               BACK TO DORR

               fearfully watching.

               HIS POV

               The heavy orthopedic shoes approach, and then, with loud Mr. 
               Mogul sounds of effort, Mrs. Munson's hands and knees hit 
               the floor.

               Her head drops in to view to peer in, her own cheek against 
               the floorboards.

                                     MRS. MUNSON