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                                 WONKA





1                                                                1
    EXT. OCEAN - DAY

    FADE UP on a cold, foggy sky. The only sounds are the lapping
    of the ocean waves and the distant tolling of a ship's bell.
    Then, chugging out of the thick mist, comes a 1940s TRAWLER.

    A strange figure wearing a bright green waistcoat and wildly
    colourful scarf climbs the mast. This is Willy Wonka.

    As he peers into the fog, he sings A HATFUL OF DREAMS.

                        WILLY
         After seven years of life upon the ocean,
         It is time to bid the seven seas farewell,
         And the city I've pinned seven years of hopes on
         Lies just over the horizon. I can hear the harbour bell!

    He spies a GRAND OLD CITY looming out of the freezing fog.

                        WILLY (CONT'D)
              Land ahoy!!

    Willy grabs a rope and ABSEILS DOWN to the deck as the other
    sailors prepare the boat to come into harbour.

2                                                                2
    INT. BOAT - DAY

    Willy travels through the engine room, gathering his tattered
    old PLUM-COLOURED TAILCOAT and battered WOODEN SUITCASE.

                        WILLY
         Got a tattered overcoat and battered suitcase!
         Got a pair of leaky boots upon my feet.
         Got to drag myself up by my one good bootlace!
         Gotta work my rotten socks off if I wanna make ends meet!

    He leaps onto a CRATE as it is CRANED up out of the hold.

3                                                                3
    EXT. DOCKS - CONTINUOUS

    The crate is hoisted round over the wharf.

                        WILLY
       I've poured everything I've got into my chocolate.
       Now it's time to show the world my recipes.

    The CAPTAIN throws him a small bag of coins.

                        CAPTAIN
              Good luck, Willy!
                                                                2.


                        WILLY
       I've got twelve silver sovereigns in my pocket
       And a hatful of dreams!

    Willy drops from the crate onto the back of a passing TRUCK
    and rides out of the docks in style.

4                                                                    4
    EXT. TOWN SQUARE - DAY

    WILLY LEAPS off the back of the truck, GRABS HOLD of a lamp
    post and SLIDES DOWN into the resplendent town square.

    On one side stands a CATHEDRAL, on the other, a cathedral of
    commerce: a great, glass-domed SHOPPING ARCADE. In the middle
    sits a huge FOUNTAIN, its water FROZEN SOLID in the cold.

                        WILLY
         There's a famous restaurant on every street here,
         There's Brandino's and the Bar Parisienne.

                        MAP-SELLER
              Restaurant map, sir?

                           WILLY
              Thank you!

                        WILLY (CONT'D)
                  (handing him a sovereign)
         Got a little map to tell me where to eat here...

    Willy unfolds his map -- then notices someone at his feet. It
    is a SHOESHINE BOY, upon whose box Willy has inadvertently
    placed one foot. The boy demands a sovereign. Willy pays up.

                        WILLY (CONT'D)
         Had a dozen silver sovereigns, now I'm somehow down to ten!

    Willy goes over to a fruit stall and picks up a pumpkin.

                        WILLY (CONT'D)
         Want the finest produce? This is where they stock it!

    A STREETCAR PASSES, narrowly missing Willy, who drops the
    pumpkin in surprise. It splats all over his boots.

                        FRUIT SELLER
              That's three sovereigns, mate.

                        WILLY
         Though the prices are suspiciously extreme!
                                                               3.


                        FRUIT SELLER
              You break my pumpkin, you pay for
              it.

                        WILLY
                  (paying up)
         I've got five, six, seven--

    As he counts his coins, Willy spots the Shoeshine Boy
    cleaning his boots again -- and reluctantly hands over yet
    another sovereign.

                        WILLY (CONT'D)
                       ...six silver sovereigns in my pocket
         And a hatful of dreams!

    The Shoeshine Boy follows Willy towards the GALERIES GOURMET.

                        SHOESHINE BOY
              Brush your coat, sir?

                        WILLY
              No thank you.

                         SHOESHINE BOY
              Cologne?

                        WILLY
              Leave me alone!

5                                                                   5
    INT. GALERIES GOURMET - CONTINUOUS

    Willy walks reverently through a GRAND ARCADE with marble
    walls and a mosaic floor. At the four corners of the central
    atrium stand the four most exclusive stores in town.

    Three belong to FICKELGRUBER, PRODNOSE and SLUGWORTH, each
    rather fusty but very expensive-looking CHOCOLATE SHOPS.

                        WILLY
         At last! The Galeries Gourmet!
         I knew that we'd see it one day.
         It's everything you said, Mamma, and oh! So much more!
         Everywhere you look another famous chocolate store.

    Willy notices that the fourth corner store is vacant. A sign
    in the window reads TO RENT.

                        WILLY (CONT'D)
         Here's my destiny! I just need to unlock it.
         Will I crash and burn or go up like a rocket?
         I've got nothing to offer but my chocolate
         And a hatful of dreams!
                                                               4.


    As Willy gazes at the empty shop, his imagination begins to
    take over.

    First, the name WONKA appears above the shop. Then the
    newspaper which lines the windows rises up like curtains to
    reveal mountains of goodies.

    Finally Willy starts to dance -- and the people in the
    Galleria dance along with him. For a moment the city becomes
    a riot of colour and joy.

    But then -- a POLICEMAN taps Willy on the shoulder, breaking
    his reverie, and the world goes back to normal.

    The Policeman points to something written in the corner of
    the TO RENT SIGN: "No Daydreaming - Penalty §3"

    Willy reluctantly pays up.

6                                                                   6
    EXT. RIVERBANK - NIGHT

    Willy walks down some steps leading to the river away from
    the Galeries Gourmet, wistfully singing the last verse.

                        WILLY
         In this city anyone can be successful
         If they've talent and work hard -- or so they say.
         But they didn't mention it would be so stressful
         Just to make a dozen silver sovereigns
                                    last more than one day!

    He passes a YOUNG MOTHER and baby shivering under a bridge.

                        YOUNG MOTHER
              Could you spare a sovereign for a
              place to sleep, love?

                        WILLY
              Of course. Take all you need.

    She takes two sovereigns from his hand, leaving him one.

                        WILLY (CONT'D)
         I've got... one silver sovereign in my pocket...

    He flips his last sovereign into the air and catches it in
    his coat pocket. But the coin falls through a hole in the
    lining and down a drain. Willy sighs, but then smiles.

                        WILLY (CONT'D)
         And a hatful of dreams!

    The SONG ENDS as Willy sits on a bench and takes off his hat.
                                                         5.


From inside he MAGICS a BEDSIDE CANDLE. He blows on it -- and
the flame lights! He then produces an ALARM CLOCK and GLASS.

He PRODUCES A POT and pours STEAMING HOT CHOCOLATE into the
glass, puts his hat back on and stirs his drink with a spoon.

A hulking great BULL MASTIFF approaches and starts snapping
at Willy's trousers. He nervously tries to shoo him away.

                    WILLY (CONT'D)
          Oh! Hello there! Shoo! Shoo!

The dog takes no notice of him -- but then an AUTHORITATIVE
VOICE booms out from nearby.

                       BLEACHER (O.S.)
          Stop! Sit!

The dog immediately sits. A tough-looking, broken-toothed old
bruiser emerges from the shadows. This is BLEACHER.

                    BLEACHER (CONT'D)
          Sorry about Tiddles. He seems to
          have taken a shine to your legs.

                    WILLY
          Must be these pants. I got them
          from a mailman in Minsk.

                    BLEACHER
          That'll be it. Tiddles'd spend all
          day pursuing postal workers if he
          could, wouldn't you boy?

The dog agrees. Bleacher casts a glance at Willy's set up.

                    BLEACHER (CONT'D)
          You're not planning on sleeping
          there, are you, son?

                    WILLY
          It's only for one night. By this
          time tomorrow, I plan to have made
          my fortune.

                    BLEACHER
          By this time tomorrow, you'll be
          frozen solid.

                    WILLY
          Oh don't be ridic--

Willy goes to stir his hot chocolate but it has FROZEN SOLID.
                                                                6.


                        WILLY (CONT'D)
              Perhaps it is a little cold for
              camping. But unfortunately I'm no
              longer in a position to pay for a
              room.

                        BLEACHER
              I'm sorry to hear that. But as luck
              would have it, I know someone who
              might be able to help you out.

                        WILLY
              Really?

7                                                                    7
    EXT. SCRUBITT AND BLEACHER - NIGHT

    Bleacher leads Willy through the winding, cobbled streets of
    a poorer part of town, bottles clinking in his pocket.

                        BLEACHER
              Here we are, Mr Wonka. Home sweet
              home.

    Tiddles paws at the door to a laundry, shuttered for the
    night. On the wall is its name: "SCRUBITT AND BLEACHER". A
    harsh, grating voice shouts from within.

                        MRS SCRUBITT (O.S.)
              Get your filthy paws of my front
              door, you miserable mutt.

    Bleacher chuckles indulgently.

                        MRS SCRUBITT (0.S.) (CONT'D)
              If that's you, Bleacher, you'd
              better have that gin!

                        BLEACHER
              Oh I've got something better than
              gin, Mrs Scrubitt. A guest.

    A slot on the door opens to reveal the narrow, suspicious
    eyes of MRS SCRUBITT -- which light up as she sees Willy.

                        MRS SCRUBITT
              Ooh, well why didn't you say?
                  (to Willy, with oily charm)
              Come on in, sir!
                                                             7.

8                                                                 8
    INT. SCRUBITT AND BLEACHER - CONTINUOUS

    Mrs Scrubitt ushers Willy into the shop. A counter runs along
    one wall. Behind it, shelves filled with bundles of laundry.
    A DUMB WAITER leads to the Wash House below.

                        MRS SCRUBITT
              Welcome to Scrubitt and Bleacher,
              Guest House and Laundry. You make
              yourself at home, warm your cockles
              by the fire. Gin?

                          WILLY
              Oh, er--

                          MRS SCRUBITT
              Noodle!

    A sullen, cynical, skinny little twelve year old serving girl
    appears with a book. This is NOODLE.

                        NOODLE
              Yes, Mrs Scrubitt?

                        MRS SCRUBITT
              Put that book down and fetch our
              guest a glass of gin. Poor man's
              frozen half to death!

                        WILLY
              Thank you, Mrs Scrubitt. You and
              your husband have been most kind.

                        MRS SCRUBITT
              Husband?!
                  (to Bleacher)
              Oh you'd love that, wouldn't you?

                          BLEACHER
                    (lying)
              No.

                        MRS SCRUBITT
              I'm holding out for someone far
              superior to that idle peasant. A
              Bishop, maybe, or a Prince. Chin
              chin.

    Noodle has returned with glasses of gin for Mrs Scrubitt and
    Willy. They both drink -- and Willy gasps.

                        WILLY
              That's extremely powerful stuff.
                                                         8.


                    MRS SCRUBITT
          You can run cars on that! Now what
          can I do for you? A room, is it?

                    WILLY
          Well yes but er...

                    BLEACHER
          Mr Wonka is temporarily
          embarrassed.

                    MRS SCRUBITT
              (feigning astonishment)
          You don't say.

                    WILLY
          I'm afraid it's true, Mrs Scrubitt,
          but all that's about to change.

                      MRS SCRUBITT
          Oh yeah?

                    WILLY
          See, I'm something of a magician,
          inventor, and chocolate maker. I've
          spent the past seven years
          travelling the world perfecting my
          craft, and first thing tomorrow at
          the Galeries Gourmet, I plan to
          unveil my most astonishing creation
          yet. Prepare to be amazed as I
          present to you:

He reaches into his hat and pulls out...

                      MRS SCRUBITT
          A rabbit?

                      WILLY
          Hm?
              (sees the rabbit)
          Oh, no, not him.

He puts the rabbit aside and starts rummaging in his hat. He
produces a bunch of carrots and stares at them, perplexed.

                    WILLY (CONT'D)
          That's for his tea.

He digs in again and pulls out a string of handkerchieves.
Noodle stifles a laugh.

                    WILLY (CONT'D)
          It's in here somewhere.
                                                            9.


                    MRS SCRUBITT
          Er... don't you worry, Mr Wonka, I
          can see you're a man of great
          ingenuity and we've got just the
          thing for you: the Entrepreneurial
          Package. The room's one sovereign a
          night but you don't have to pay
          until six tomorrow. That give you
          long enough to earn a few pennies?

                    WILLY
          More than enough, Mrs Scrubitt!

                    MRS SCRUBITT
          Then just sign here and we're done.

Willy notices Noodle peering through a hatch, staring at him.

She points meaningfully at the form. Willy frowns, not
understanding what she's trying to tell him.

                    NOODLE
              (whispering)
          Read the small print!

                    WILLY
          Beg your pardon?

Mrs Scrubitt whips round and gives Noodle a vicious look.

                    MRS SCRUBITT
          Thank you, Noodle, that'll be all.

She slams the hatch -- then turns back to Willy with a smile.

                    WILLY
          What was she saying?

                    MRS SCRUBITT
          Who's that then?

                       WILLY
          The girl.

                       MRS SCRUBITT
          What girl?

                     WILLY
          That girl! It sounded like, "Read
          the small print." And there is a
          lot of it.

He unfolds the form to reveal yards and yards of small print.
                                                        10.


                    MRS SCRUBITT
          Oh you don't want to listen to
          Noodle, Mr Wonka. She's damaged.

                       WILLY
          Damaged?

                    MRS SCRUBITT
          Orphan Syndrome.

                    WILLY
          Orphan Syndrome?

                    BLEACHER
          Orphan Syndrome.

                    WILLY
          Orphan Syndrome.

                    MRS SCRUBITT
          She was put down the laundry chute
          when she was a bab. I took her in
          out of the goodness of my heart and
          I've done my best, Mr Wonka, honest
          I have, but she's been left with a
          suspicious nature. She sees
          conspiracy everywhere.

                       WILLY
          Poor girl.

                    MRS SCRUBITT
          This is all your standard ts & cs,
          but you're welcome to take a look.

                    WILLY
          I'll just give it a once-over.

Mrs Scrubitt glances nervously to Bleacher as Willy reads. He
pulls a COSH from his pocket and creeps up behind him.

                    WILLY (CONT'D)
          Well, that all seems to be in
          order.

                       MRS SCRUBITT
          Really?

Bleacher hastily pockets his cosh -- and Willy signs.

                    MRS SCRUBITT (CONT'D)
          Oh! Then welcome to Scrubitt's!

She dings the reception bell.
                                                            11.

9                                                                 9
    EXT. SCRUBITT AND BLEACHER - NIGHT

    Through a series of windows, we glimpse Mrs Scrubitt as she
    leads Willy up the main staircase.

    They pass a advertising sign painted on the wall which reads
    "Come for the night, stay forever!"

    She lets him into a charming little room with a four poster
    bed, a fire in the grate, even a mint on the pillow.

    Mrs Scrubitt leaves Willy to settle in, then unlocks another
    door and climbs up the back stairs, calling out sweetly:

                        MRS SCRUBITT
              Noodle! Oh Noodle!

                        NOODLE
              Yes, Mrs Scrubitt?

                        MRS SCRUBITT
              I've been looking for you.

                        NOODLE
              What d'you want?

    Suddenly, Mrs Scrubitt GRABS HER BY THE EAR -- and viciously
    drags her along the corridor.

                        MRS SCRUBITT
              I want to teach you a lesson, you
              miserable little book worm.

                        NOODLE
              What did I do wrong?

                        MRS SCRUBITT
              You know what you did, you brat.
              Stop squirming!

    She kicks open a door at the far end and throws Noodle into a
    rickety PIGEON COOP attached to the wall of the building. As
    she lands heavily inside, the pigeons take flight.

                        MRS SCRUBITT (CONT'D)
              You ever interfere in my business
              again, you'll be in that coop all
              week, understand?

                        NOODLE
              Yes, Mrs Scrubitt. Sorry, Mrs
              Scrubitt.
                                                                12.


                         MRS SCRUBITT
               I should think so too.

     She slams the door, leaving poor Noodle in the drafty coop.

     As the camera cranes up to the chimney-pots, dawn breaks over
     the glittering dome of the Galeries Gourmet...

10                                                                10
     INT. GALERIES GOURMET - MORNING

     It's just before ten and the smart, snooty shops are being
     readied for the day's trade. Window blinds are raised and
     canopies unfurled in unison.

     Then, on the stroke of ten, uniformed doormen open the gates.

     Willy makes his way past affluent shoppers to the centre. He
     touches the pocket where he keeps his old bar of chocolate.

                         WILLY
                   (quietly to himself)
               Here we go, Mamma.

     He takes a deep breath, then leaps on top of his case.

                         WILLY (CONT'D)
               LADIES AND GENTLEMEN OF THE
               GALERIES GOURMET!

     He stands his cane on the ground -- where it magically stays
     upright. He presses a button. AN ARM FLIPS OUT from the side
     and a tiny flag embroidered with 'W' unfurls unimpressively.

     Noodle, who happens to be passing with her laundry cart,
     stops to watch.

                         WILLY (CONT'D)
               My name is Willy Wonka, and I have
               come to show you a marvellous
               morsel, an incredible edible, an
               unbeatable eatable the likes of
               which this world has never seen, so
               quieten up and listen down.
                   (realises his mistake)
               No. Scratch that, reverse it. I
               give you the Hoverchoc.

     Willy magics a JAR OF CHOCOLATES from his hat. He blows a
     little tooter to get a note, then starts to play his one-man-
     band, singing YOU'VE NEVER HAD CHOCOLATE LIKE THIS!
                                                         13.


                    WILLY (CONT'D)
          In a jungle near Mumbai,
          There's a little hover-fly,
          Whose wings go at a thousand flaps a sec
          And that's no lie!
          These microscopic fleas
          Like chocolate more than leaves,
          And when asked nicely lay precisely
          One little egg in each of these!

As Willy sings, a small crowd starts to form. Attracted by
the disturbance, THREE SINISTER MEN come to the windows of
the offices above their respective chocolate shops:

- SLUGWORTH is a proud, confident man with an unshakeable
  belief in business as a model for life.

- FICKELGRUBER is a tall, spindly, immaculately-dressed snob.

- PRODNOSE is short, round and dim, clearly wearing a toupée.

                    WILLY (CONT'D)
          When it hatches from its shell,
          It gives a happy yell!
          How thrilling to be living in
          A chocolate hotel!

          It beats its wings with glee,
          And then as you will see,
          The chocolate will levitate
          And float most gracefully...

He opens the lid, and the CHOCOLATES quite impossibly RISE UP
from the jar until they HANG IN MID-AIR.

The crowd gasp -- and the three Chocolatiers visibly pale.

                    WILLY (CONT'D)
          Well there's chocolate,
          And there's chocolate!
          Only mine can make your eyes
          Pop out their socke-lets!
          Put your hand into your pocke-let!
          Get yourself some Wonka chocolate!
          Come now I insist,
          You've never had chocolate like this!
          No, you've never had chocolate like this!

Noodle and the crowd burst into enthusiastic applause.

                    SLUGWORTH
              (to his secretary)
          Miss Bon-bon?
                                                          14.


                    MISS BON-BON
          Yes, Mr Slugworth?

                    SLUGWORTH
          Call the police.

                    MISS BON-BON
          Very good, sir.

He turns to leave.

                    WILLY
          Now, who wants to try one?

                     SLUGWORTH
          I will.

Slugworth, Fickelgruber and Prodnose emerge from their
respective stores and push through the crowd.

                    WILLY
          Mr Slugworth, sir! Mr Fickelgruber!
          And Mr Prodnose! What an honour!
          Ever since I was a little-- Boy!
          That's quite a handshake!

Slugworth has clasped him in a bone-crushing handshake.

                    SLUGWORTH
          It's a business handshake, Mr
          Wonka. Lets people know I mean
          business. Now come along, let's try
          one of these so-called
          "Hoverchocs".

Slugworth, Fickelgruber and Prodnose each pluck a chocolate
out of the air. As they pop them in their mouths, they
struggle to hide their exquisite pleasure.

                    SLUGWORTH (CONT'D)
          Ooh! Ooh it's not just chocolate,
          is it? There's... marshmallow.

                    WILLY
          Harvested from the mallow-marshes
          of Peru.

                    FICKELGRUBER
          And caramel. But it's...

                    WILLY
          Salted. With the bittersweet tears
          of a Russian clown.
                                                        15.


                    PRODNOSE
          And is that... Surely not! Cherry?

                    WILLY
          Cherry-picked by the pick of the
          cherry-pickers from the Imperial
          Gardens in Japan.

As the chocolatiers eat, they glance at each other, worried.
It is, of course, the best chocolate they've ever tasted.

                    SLUGWORTH
          Well, Mr Wonka, I've been in this
          business a very long time, and I
          can safely say, that of all the
          chocolate I've ever tasted, this is
          without doubt, the absolute one
          hundred percent worst.

                    WILLY
          There we have it, Ladies and
          Gentlemen! An endorsement from Mr
          Slugworth himsel-- Wait! The
          worst?!

                    SLUGWORTH
          We three are the fiercest of rivals
          but we agree on one thing. A good
          chocolate should be simple, plain,
          uncomplicated.

                    FICKELGRUBER
          Whereas this, with all its bells
          and whistles, well, it's just...

                    PRODNOSE
          Weird.

Willy suddenly seems totally crushed.

                    WILLY
          Oh! The shame! The terrible shame!

                    SLUGWORTH
          Don't be downhearted, Mr Wonka. So
          you're not a chocolatier. There are
          many other lines of business.

                    FICKELGRUBER
              (smirking)
          Although I'd avoid fashion!

The crowd titter at this jibe. But Willy has a mischievous
glint in his eye.
                                                        16.


                    WILLY
          Oh I don't mean it's a shame for
          me. It's a shame for you.

                       SLUGWORTH
          Excuse me?

                    WILLY
          If you thought the chocolate was
          weird, you're going to hate what
          happens next.

And at that very moment, Slugworth starts to RISE UP INTO THE
AIR. The crowd gasps.

                    SLUGWORTH
          What's happening? What's going on?!

                    WILLY
          It's the hoverfly! It's broken out
          of its chocolate cocoon and is
          flapping its wings like billy-o!

Now Fickelgruber and Prodnose also start to float.

Prodnose flips over backwards sending his wig falling to the
ground. Willy picks it up and throws it back to him.

                    FICKELGRUBER
          You mean a fly's doing this?!

                    WILLY
          Yes but don't worry, it'll be
          completely unharmed! In about
          twenty minutes, it'll get tired and
          exit through your rear.

                       FICKELGRUBER
          You what?!

                    PRODNOSE
          He means we're going to fart them
          out of our botties!

                    FICKELGRUBER
          I know what he meant!

                    SLUGWORTH
          You're off your rocker, Wonka!
          Who in their right mind would want
          a chocolate that makes you fly?!
                                                         17.


                    WILLY
          Let's find out, shall we? Who's for
          a Hoverchoc? A sovereign a piece!

The crowd starts clamouring for chocolates. Willy hands them
out while people drop coins in his jar.

He smiles happily as one by one, PEOPLE START RISING UPWARDS.

A DUCHESS floats past with her dog on a lead -- both having
the time of their life. An ELDERLY NUN is doing somersaults.

Willy spins, relishing the crowd's joy, then doffs his hat to
Noodle, whom he spots at the back of the crowd. She waves
back, happy for his success, if a little surprised.

Then suddenly, from out of nowhere, POLICE WHISTLES BLOW.

Willy looks around as Officers descend from all directions,
led by the CHIEF OF POLICE.

                    CHIEF
              (to Noodle)
          Beat it, kid.

Noodle shoots Willy an apologetic look, suspecting things are
about to take a turn for the worse.

                     CHIEF (CONT'D)
          Alright, folks! Nothing to see
          here! Just a small group of people
          defying the laws of gravity. Hook
          'em, boys.

The crowd disperse as the Officers pull still-floating
customers out of the arcade like helium balloons.

The Policeman who stopped Willy the day before approaches.
This is OFFICER AFFABLE.

                    OFFICER AFFABLE
          I'm afraid we've had complaints
          about you, sir.

                    WILLY
          Complaints?

                    OFFICER AFFABLE
          That you've been disrupting the
          trade of other businesses. I'm
          regrettably obliged to move you on
          and confiscate your earnings.

The CHIEF TAKES WILLY'S EARNINGS.
                                                             18.


                            WILLY
               Hey!

                         CHIEF
               Don't worry, it's going to a good
               cause. Sick kids or something.

     Willy can't believe what he's hearing.

                         OFFICER AFFABLE
               Sorry, Sir. Rules is rules.

                         WILLY
               Could you at least leave me a
               sovereign? I need to pay for my
               room.

     Affable checks nobody is watching and gives him a sovereign.

                            OFFICER AFFABLE
               Here.

                            WILLY
               Thank you.

11                                                             11
     INT. SCRUBITT AND BLEACHER - DUSK

     The clock on the mantle chimes six as Willy walks in.
     Bleacher is closing the shutters for the night.

                         MRS SCRUBITT
               Evening, Mr Wonka! How'd it go?

                         WILLY
               Not quite as well as I'd hoped.

                         MRS SCRUBITT
               Oh dear. Well I'm afraid we do have
               to settle up now.

                         WILLY
               Thankfully, the room's taken care
               of. I believe we said a sovereign?

     He puts his sole sovereign down on the counter.

                         MRS SCRUBITT
               For the room, yes. But you have
               incurred one or two extras during
               the course of your residency with
               us.
                                                          19.


                     WILLY
          Have I?

Mrs Scrubitt opens her ledger and starts totting up his BILL.

                    MRS SCRUBITT
          Yes, you have. There was that glass
          of gin you had when you arrived.
          And if I remember rightly, you
          warmed your cockles by the fire.

                    BLEACHER
          He did indeed, Mrs Scrubitt.

Willy begins to get nervous as Bleacher bolts the door.

                    MRS SCRUBITT
          Cockle-warming is extra, see?

                    BLEACHER
          Used the stairs to get to his room
          and all.

                    MRS SCRUBITT
          Then you've got your stair charge,
          and that's per step, I'm afraid, up
          and down. Now tell me, Mr Wonka,
          did you happen to use the mini-bar?

                    WILLY
          There's a mini-bar?

                    BLEACHER
          Mini-bar of soap.

                    MRS SCRUBITT
          By the sink.

                    WILLY
          I might have... briefly.

                     BLEACHER
          Ooh hoo!

                    MRS SCRUBITT
          See, even Bleacher knows you never
          touch the mini-bar and he was
          raised in a ditch. Add in your
          mattress hire, linen lease, pillow
          penalty and you're looking at...
          ten thousand sovereigns.

                    WILLY
          You gotta be kidding me!
                                                                20.


                         MRS SCRUBITT
               All in the small print, deary.

                         WILLY
               But I don't have ten thousand
               sovereigns!

     Bleacher grabs Willy by the collar.

                         BLEACHER
               Then we have a problem, Mr Wonka.

                         MRS SCRUBITT
               You'll need to work it off in the
               Wash House. At a sovereign a day!

                         WILLY
               But ten thousand days is...

                         MRS SCRUBITT
               Twenty seven years...

                         BLEACHER
               Four months...

                         MRS SCRUBITT
               And sixteen days!

     Bleacher hurls Willy into the laundry chute.

12                                                                12
     INT. WASH HOUSE - CONTINUOUS

     Willy yells as he falls down the chute into a LAUNDRY BASKET.

     The Wash House is staffed by four of Mrs Scrubitt's other
     'guests', all dressed according to their old professions.

     ABACUS CRUNCH is an ex-accountant in his sixties wearing a
     tweed suit. He looks up as Willy clambers out of the basket.

                         ABACUS CRUNCH
               Ah! You must be Mr Wonka. Abacus
               Crunch, Chartered Accountant. At
               least, I was. Now I er...

     PIPER BENZ, a streetwise plumber in her 30s, takes over.

                         PIPER BENZ
               He runs the place. And you'd best
               do as he says or you'll answer to
               me. Piper Benz, plumber by trade.
                                                          21.


                    ABACUS CRUNCH
          This is Miss Lottie Bell.

LOTTIE BELL is a silent, nervy ex-switchboard operator.

                    PIPER BENZ
          She don't talk much.

LARRY CHUCKLESWORTH is an old-school comedian.

                    LARRY CHUCKLESWORTH
          I'm Larry Chucklesworth.
              (he spins his bow tie)
          Comedian.

                    WILLY
          So they got you too, did they?

                    ABACUS CRUNCH
          I'm afraid so. Each of us found
          ourselves in need of a cheap place
          to stay and neglected to read the
          small print.

                    PIPER BENZ
          One moment of stupidity followed by
          endless regret.

                    LARRY CHUCKLESWORTH
              (comedy mode)
          Sounds like my third marriage!
              (sincere)
          I'm sorry, I do that a lot.

                     ABACUS CRUNCH
          He does.

                     PIPER BENZ
          A lot.

                    LARRY CHUCKLESWORTH
          I've only been married once and it
          didn't work out.

                    WILLY
          There must be some way out of here.

                    PIPER BENZ
          You don't think we've tried?
          There's bars on the windows, the
          dog's on the door...
                                                         22.


                    ABACUS CRUNCH
          And even if you could get out, that
          contract is watertight.

                    PIPER BENZ
          If you're not here at roll call,
          Mrs Scrubitt'll call the police,
          they'll bring you right back and
          she'll charge you a thousand for
          the inconvenience.

Tiddles, standing guard by the door, BARKS MENACINGLY.

                    ABACUS CRUNCH
          Alright everyone, back to work.
          Come on, Mr Wonka, I'll show you
          the ropes. You're in here. On suds.

SCRUB SCRUB starts to play as the Workers return to their
various stations. Abacus leads Willy into his section of the
Wash House, dominated by two enormous COPPER VATS.

                    ABACUS CRUNCH (CONT'D)
          First you pick up the apparel
          Then you stick it in a barrel
          Scrub Scrub!

Willy starts to stir the steaming vat. The others join in the
song as he discovers the drudgery of life in the Wash House.

                    WORKERS
          Then you take it to the mangle
          And you turn the giant handle
          Scrub Scrub!

          Then it's hung up really high
          Until it's nearly dry
          Scrub Scrub!

          But when we sing this song
          The day don't seem so long
          Scrub Scrub!

The song continues as evening turns into night.

                    WORKERS (CONT'D)
          Gotta press out all the creases
          From the dresses and chemises
          Rub Rub!

          Gotta fold 'em like they told us
          Or they'll scold us and withhold our
          Grub Grub!
                     (MORE)
                                                                23.
                          WORKERS (CONT'D)
               When I look up at the sky
               It makes me want to cry
               Blub Blub!

               But rules must be obeyed
               And debts must be repaid
               Scrub Scrub!

13                                                                13
     INT. BACK STAIRS - NIGHT

     Bleacher unlocks the door and the Workers trudge wearily
     upstairs to the Staff Quarters.

                         WORKERS
               When into our beds we creep,
               All we can do while we're asleep is
               Scrub Scrub!

               But we've got to get some rest
               Because tomorrow, well you guessed it!
               Scrub Scrub!

14                                                                14
     INT. STAFF CORRIDOR - CONTINUOUS

                         WORKERS
               We all signed the dotted line
               So we've gotta do our time
               Scrub Scrub!

     Mrs Scrubitt joins Bleacher on the stairs.

                         SCRUBITT AND BLEACHER
               And if you don't agree,
               See Clause 5 Section 7a
               Paragraph 22 Part d which says...

                         WORKERS
               Scrub Scrub!

     THE SONG ENDS as they go into their individual rooms.

     Bleacher slams the door and locks them in for the night.

                         BLEACHER
               Lights out in thirty minutes!

15                                                                15
     INT. WILLY'S ROOM - CONTINUOUS

     Willy walks into his tiny room. He goes over to the barred
     window and looks out across the rooftops of the slums. The
     golden dome of the Galeries Gourmet seems a long way away.
                                                        24.


                    NOODLE (O.S.)
          Room Service!

Willy smiles. He turns to see Noodle standing in the doorway
with a bucket of slops.

                    NOODLE (CONT'D)
          Told you to read the small print.

                    WILLY
          Hm. Well, slight problem with that.

                    NOODLE
          You can't read, can you?

                    WILLY
          I focused my studies almost
          exclusively on chocolate.

                    NOODLE
          I see.

                    WILLY
          For everything else, I've relied on
          the kindness of strangers.

                    NOODLE
          And look where that's got you: the
          Staff Quarters. You've got a bed.

Willy sits on the bed. It collapses underneath him.

                    NOODLE (CONT'D)
          You had a bed. Desk. And wash basin
          slash toilet. Water comes in two
          temperatures. 'Cold' and 'Colder'.

The wash basin's taps are indeed marked thus.

                    NOODLE (CONT'D)
          How much do you owe them?

                    WILLY
          Ten thousand.

                    NOODLE
          Count yourself lucky. I owe thirty.

                    WILLY
          What? How do you owe them money? I
          thought they found you down the
          laundry chute.
                                                        25.


                    NOODLE
          Oh they did. Took me in out of the
          goodness of their hearts and
          charged me for the privilege.

                    WILLY
          You're kidding me.

                    NOODLE
          It's not so bad. If I keep my nose
          clean, I'll be out of here by the
          time I'm eighty-two.

                    WILLY
          What a pair of monsters.

                    NOODLE
          The greedy beat the needy every
          time, Mr Wonka. Guess it's just the
          way of the world.

She pours some slops into a bowl and leaves.

                    WILLY
          Oh come on, Noodle, that's just
          your orphan syndrome talking.

                    NOODLE
              (reappearing at the door)
          My what?!

                     WILLY
          Your Orphan Syndrome. And we're
          certainly not going to be eating
          any slops.

He picks up his sample case and puts it on the table.

                    NOODLE
          What are you doing?

                    WILLY
          Making chocolate of course. How do
          you like it? Dark? White? Nutty?
          Totally insane.

                    NOODLE
          I don't know. I've never had any.

                    WILLY
          What?! You've never had chocolate?

                    NOODLE
          No.
                                                             26.


                         WILLY
               You've never had CHOCOLATE?!!

                           NOODLE
               Still no.

                         WILLY
               Well we'll soon put that right.
               Fortunately I have a selection of
               the world's finest ingredients
               right here in my travel factory.

     Willy opens his sample case which CONCERTINAS OUT LIKE A
     MAGIC TOOLBOX. Inside is an almost impossible array of flasks
     and beakers, a miniature gas stove, and jars of ingredients.

                           NOODLE
               Woah!

                         WILLY
               Where to start, that's the
               question... Ah! I know! Silver
               Linings! Made of condensed thunder
               clouds and liquid sunlight. Helps
               you see that faint ray of hope
               beyond the shadow of despair. Just
               what we need, wouldn't you say?

     He selects some jars of ingredients. She watches, curious.

                          NOODLE
               Did you always want to make
               chocolate?

                         WILLY
               Oh no. Back when I was your age, I
               wanted to be a magician. My Mom was
               the cook. We lived on the river,
               just the two of us, in a perfect
               little world of our own...

     The music from WORLD OF YOUR OWN plays as the camera pushes
     into a FRAMED POSTCARD of a tree by a river inside his case.

     The postcard flips over, revealing it is the first image of
     an old MUTOSCOPE FILM, which starts to play...

16                                                                16
     EXT. RIVER - SUNSET (FLASHBACK)

     A BARGE chugs around a bend in the river. Young Willy -- here
     about twelve years old -- walks along the roof towards the
     stern where his mother stands, steering.
                                                      27.


                         WILLY (V.O.)
               The way I remember it, I spent
               every waking hour trying to come up
               with some new trick or other to
               impress my Mom...

     Willy magics an apple and his mother beams.

                         MAMMA
               Bravo!

                         WILLY (V.O.)
               But the real magic came from her.

17                                                      17
     INT. BARGE - NIGHT (FLASHBACK)

     Mamma makes chocolate while Willy lies in bed.

                         WILLY (V.O.)
               We didn't have a lot of money but
               each week she brought home one
               cocoa bean, and by the time my
               birthday came around, there was
               enough to make a single bar of
               chocolate. But it wasn't just any
               old chocolate. Far from it.

     Mamma hands Young Willy the spoon to lick.

                         YOUNG WILLY
               This has to be the best chocolate
               in the world!

                         MAMMA
               I don't know about that. They say
               the very best comes from a place
               called the Galeries Gourmet.

                         YOUNG WILLY
               Theirs can't be any better than
               yours, Mamma. It's impossible.

                         MAMMA
               Well, as it so happens, I do have a
               little secret even those fancy
               pants don't.

                         YOUNG WILLY
               What is it?
                                                        28.


                    MAMMA
              (taking the spoon)
          I'll tell you... when you're older.
          Now get to sleep!

He lies back in his bunk, an idea taking root in his mind.

                    YOUNG WILLY
          We should go, Mamma.

                    MAMMA
          Where's that then?

                    YOUNG WILLY
          To the Galeries Gourmet!

                    MAMMA
          What? And start a shop?!

                    YOUNG WILLY
          Yes! With our name above the door
          and everything!

                    MAMMA
          Oh I can see it now! Tables piled
          high with chocolate.

                    YOUNG WILLY
          And the tables would be made of
          chocolate. The whole shop would be
          made of chocolate.

                    MAMMA
          That's a wonderful dream, Willy.

                    YOUNG WILLY
          Is that all it is? Just a dream?

                    MAMMA
          Hey now. Every good thing in this
          world started with a dream. So you
          hold onto yours. And when you do
          share chocolate with the world,
          I'll be right there beside you.

                    YOUNG WILLY
          You promise?

                    MAMMA
          I can do better than that. I pinkie
          promise. Now sleep.
                                                             29.


     Contented, he settles down to sleep. She crosses over to a
     table where she picks up a pen and writes, on a home-made
     chocolate wrapper, the single word "WONKA."

                         NOODLE (V.O.)
               So what was it, Willy? What was her
               secret.

                         WILLY (V.O.)
               I never found out. Soon after, she
               fell sick and before I knew it, all
               I had left was her chocolate.

     Mamma disappears, leaving the bar of chocolate on the table.

18                                                                18
     INT. WILLY'S ROOM - NIGHT

     The story ends and we find ourselves back in Willy's room. He
     is holding onto the same bar of chocolate.

                         NOODLE
               I'm sorry, Willy.

                         WILLY
               That's why I'm here, Noodle, so I
               can feel the same way I did back
               then, eating chocolate with her.

                         NOODLE
               What do you mean?

                         WILLY
               My Mom once promised that when I
               share chocolate with the world
               she'd be right there beside me. And
               I know it sounds crazy, but I
               always hoped she'd somehow keep
               that promise. She might even tell
               me her secret.

     She smiles, feeling his pain. Ping! The chocolates are ready.

                         WILLY (CONT'D)
               Here, try one.

     He hands one to Noodle. She tentatively puts it to her mouth.
     She nibbles a small bite. Then stops.

                         NOODLE
               I wish you hadn't done that.

                         WILLY
               Why not? Don't you like it?
                                      30.


          NOODLE
No, I like it. It's just...

          WILLY
What?

          NOODLE
Now each day I don't have chocolate
will be a little harder.

          WILLY
Then how would you like to have all
the chocolate you can eat every day
for the rest of your life?

          NOODLE
A lifetime supply?

          WILLY
A lifetime supply.

          NOODLE
    (suspicious)
What would I have to do?

          WILLY
Not much. Just get me out of here.

          NOODLE
Are you crazy?!

          WILLY
Shh! It's easy! I'll get someone to
cover my shift and you can smuggle
me out in your laundry cart -- just
for a few hours, mind. Nobody would
even know I was gone.

          NOODLE
What's the point of that?

          WILLY
To sell chocolate, of course! We'll
split the profits and pay off Mrs
Scrubitt in no time!

          NOODLE
It's a nice idea, Willy...

          WILLY
It's a great idea, Noodle.

          NOODLE
But it'll never work!
                                                31.


                    WILLY
          Course it will! Eat your chocolate.

She eats the rest of her Silver Lining.

                    NOODLE
          You don't understand. Mrs
          Scrubitt's like a hawk. She keeps
          her beady eye on everything that
          comes in and out of the Wash House.
          Except... huh.

                    WILLY
          What is it?

                    NOODLE
          No, it's nothing.

                    WILLY
          Oh, ok.

                    NOODLE
          Huh!

                    WILLY
          A double-huh! That's not nothing.
          That's the Silver Lining. It's
          given you an idea.

                    NOODLE
          Ok. So the one time she dropped her
          guard was when this aristocrat came
          into the laundry. He was only
          asking for directions but she was
          all over him like a rash. It was
          disgusting.

                    WILLY
          That's it, Noodle! All we have to
          do is find an aristocrat and slip
          out while she's distracted.

He eats a Silver Lining, thinking hard.

                    NOODLE
          Yeah, but where are we going to
          find an aristocrat?

And now Willy has an idea of his own.

                    WILLY
          Huh.
                                                             32.


                         NOODLE
               Huh?

                         WILLY
               Huh!

                         NOODLE
               A double-huh!

                         WILLY
               Do you have a pencil and paper?

                         NOODLE
               Uh-huh.

                         WILLY
               Because I've got an idea...

19                                                               19
     EXT. TOWN SQUARE - NIGHT

     The Chief of Police approaches the CATHEDRAL. He knocks a
     coded rhythm -- and TWO MONKS open the great doors.

20                                                               20
     INT. CATHEDRAL - NIGHT

     The Chief walks down the aisle to the confessional. Other
     monks process around the Cathedral, chanting in Latin.

                         CHIEF
               Keep it up, fellas, you sound
               terrific.

21                                                               21
     INT. CONFESSIONAL - NIGHT

     The Chief slips into the confessional.

                         CHIEF
               Forgive me, Father, for I have
               sinned. I have had a hundred and
               fifty of these since my last
               confession.

     A small HATCH opens in the wall between the Priest and
     Penitent. The Chief slides a chocolate through the hatch.

                         PRIEST
                   (eating the chocolate)
               Temptation is very hard to resist.
                                                                33.


                         CHIEF
               You can say that again. Send me
               down.

     The Priest puts the chocolate in his mouth and presses a
     button. The CHIEF'S HALF OF THE CONFESSIONAL starts to
     DESCEND. It's a SECRET ELEVATOR!

22                                                                22
     INT. CRYPT - CONTINUOUS

     The secret elevator drops down into the crypt.

     A FEMALE SECURITY GUARD stands by huge VAULT DOOR at the end
     and opens it.

23                                                                23
     INT. VAULT - CONTINUOUS

     The Chief steps through into the vault. Pipes, valves and
     gauges line the walls like a high-tech machine room.

     Miss Bon-bon is writing in a GREEN LEDGER while Slugworth,
     Fickelgruber and Prodnose relax.

                         CHIEF
               Good evening, gentlemen! I brought
               my invoice. One chocolatier moved
               on for the usual fee.

     Miss Bon-bon takes the invoice and puts it in the LEDGER.
     Prodnose nods to a BUTLER who goes over to a machine.

     He presses a button and the machinery whirrs into action,
     producing a single box of chocolates.

     The Butler hands the box to the Chief who opens it, his eyes
     gleaming with chocoholic desire.

                         CHIEF (CONT'D)
               Ooh yeah, that's the good stuff.

                         SLUGWORTH
               How would you like to earn a few
               more of these?

                         CHIEF
               I'm listening.

                         SLUGWORTH
               We think Mr Wonka requires more
               than simply "moving on". He's good.
                                                        34.


                      PRODNOSE
          Too good.

                    FICKELGRUBER
          What's more, he only charges one
          sovereign a chocolate. So anyone
          can afford them! Even the... the...

                      CHIEF
          The poor?

Fickelgruber retches and raises a handkerchief to his mouth.

                    FICKELGRUBER
          Oh dear, I've just been a little
          bit sick in my mouth. Could you
          please refrain from referring to
          that demographic in my presence?

                    PRODNOSE
              (explaining to the Chief)
          He doesn't like it when people say
          "poor."

Fickelgruber retches again.

                    PRODNOSE (CONT'D)
          Sorry, Felix.

                     SLUGWORTH
          We want you to send Wonka a
          "message".

                    PRODNOSE
          Backed up by physical force.

                    SLUGWORTH
          That if he tries to sell chocolate
          in this town again, he's liable to
          meet with a little "accident".

                    PRODNOSE
          In which he dies.

                    CHIEF
          Yeah I got that already.

                    FICKELGRUBER
          You don't have to keep saying it.

                     PRODNOSE
          Just making sure we're all on the
          same page.
                                                        35.


                    FICKELGRUBER
          No-one's on your page.

                    PRODNOSE
          What's that supposed to mean? Well
          I know what it means -- actually
          what does it mean?

                    SLUGWORTH
          Gentlemen, please! So what do you
          say, Chief? Do we have a deal?

                    CHIEF
          Now listen, fellas, I've always
          been happy to help in the past, but
          the point is, as my wife said, I'm
          an officer of the law and lately
          she's been wondering-- we've been
          wondering if all this criminality
          is really suitable for a man in my
          position.

                    SLUGWORTH
          I see.

                    CHIEF
          I can't just go round roughing up
          your competition, I'm sorry.

SWEET TOOTH starts playing. The chocolatiers exchange looks.

                    SLUGWORTH
          Well now, Chief, I'm glad to see
          you're a man of integrity. But ask
          yourself this...

Slugworth starts singing to the Chief.

                    SLUGWORTH (CONT'D)
     Have you got a sweet tooth?

                    CHIEF
                                         I do.

                    SLUGWORTH
     A hunger that you have to feed?

                    FICKELGRUBER
     Have you got a sweet tooth?

                    CHIEF
                                         I do.
                                                          36.


                    FICKELGRUBER
     Well, we've got everything you need!

                    PRODNOSE
     Don't give me that conscience nonsense!
     It's simply quid pro quo, so...

                    SLUGWORTH
              (offering his hand)
     A hundred of your favourites?

                    CHIEF
     Sorry, I'm afraid it's no!

                    CHIEF (CONT'D)
          I'm actually trying to cut down on
          chocolate, you know, get in shape
          for the policeman's ball.

                    SLUGWORTH
     But think about your sweet tooth.

                    CHIEF
                                           I do.
     I've had it since I was a boy.

                    FICKELGRUBER
     Your naughty little sweet tooth.

                    CHIEF
                                      It's true.

                    PRODNOSE
     The only thing that brings you joy.

                    CHOCOLATIERS
     Don't look at your waistline! It's fine!
     Who needs to see their toes? So...

                    SLUGWORTH
              (offering his hand)
     Seven hundred boxes?

                    CHIEF
     That's a lot of chocolates... No!

Now the Cartel sing together, dancing around the Chief.

                    SLUGWORTH
          Alright, gentlemen, let's give it
          the big sell.
                                                              37.


                         CHOCOLATIERS
          Have you got a sweet tooth? Me too!
          Have you got the hots for chocs?
          Do you think that candy's dandy?
          Well we've got lots and lots and lots and lots and lots!
          If the wife's complaining, body-shaming,
          It's amazing what a tailor can conceal...

     Fickelgruber hands the Chief a tailor's business card.

                         CHIEF
          Keep your wretched chocolates!

                         SLUGWORTH
                   (offering his hand)
          Eighteen hundred boxes?

                           CHIEF
               Deal!

     The Chief finally takes Slugworth's hand -- then winces with
     pain as Slugworth gives him a real bone-crusher.

24                                                                24
     INT. BACK STAIRS - DAWN

     CLOSE ON Bleacher as he bellows out the roll call.

                         BLEACHER
               Bell. Benz. Chucklesworth. Crunch.
               Wonka.

     The Workers trudge past Bleacher down into the Wash House.

                         MRS SCRUBITT (O.S.)
               Bleacher? Toilet's blocked again!

     Bleacher rolls his eyes.

                         WILLY
               Ah! The unmistakable sound of love.

                           BLEACHER
               You what?

                         WILLY
               Don't tell me you haven't noticed.
               She's madly in love with you!

                         BLEACHER
               Mrs Scrubitt?!
                                                       38.


                    WILLY
          Besotted. And why not? Look at you:
          a fine figure of a man. You just
          need to tidy yourself up a bit, get
          some new clothes, have a bath.

                     BLEACHER
          A bath?

                    WILLY
          Yeah! You do know what they say?

                    BLEACHER
          What do they say?

                    WILLY
              (beckoning him closer)
          She'll be thankful for an ankle...

                     BLEACHER
          Yes?

                    WILLY
          ...and pleased to see your knees...

                     BLEACHER
          Right.

                    WILLY
          ...but if you want to make her
          sigh...

                     BLEACHER
          Tell me.

                    WILLY
          ...show her some thigh!

                     BLEACHER
          Ooh!

But the mood is broken by Mrs Scrubitt's bellowing.

                    MRS SCRUBITT (O.S.)
          Bleacher! It's up to my ankles!
          You're cleaning that up!

                    BLEACHER
          Get in there! Silly boy.

He shoves Willy down the stairs into the Wash House.
                                                             39.

25                                                             25
     INT. SCRUBITT AND BLEACHER - DAWN

     SCRUB SCRUB starts as Mrs Scrubitt comes down into the shop,
     still calling for Bleacher. He's nowhere to be seen.

                         MRS SCRUBITT
               Bleacher?! Curse that idle peasant!

     She notices Noodle has stopped scrubbing and is looking at a
     sheet of paper. As soon as Noodle realises Mrs Scrubitt is
     watching her, she hides it behind her back.

                         MRS SCRUBITT (CONT'D)
               What you hiding there?

                          NOODLE
               Nothing.

                         MRS SCRUBITT
               Do you like that coop, Noodle?

                         NOODLE
               Alright. I was collecting laundry
               from Professor Monocle the other
               day.

                          MRS SCRUBITT
               Yeah?

                         NOODLE
               He's writing a book about the
               Bavarian Royal Family.

                          MRS SCRUBITT
               Boring.

                         NOODLE
               Got sketches of noblemen all over
               his wall.

                          MRS SCRUBITT
               So?!

                         NOODLE
               And this one looked rather
               familiar.

     She hands the sketch to Mrs Scrubitt who examines it closely.

                         MRS SCRUBITT
               Blow me! It's just like...

                         NOODLE
               Mr Bleacher. And look at the name.
                                                                40.


                          MRS SCRUBITT
                   (reading)
               Lord Bleachowitz.
                   (then)
               Are you telling me Bleacher's a
               Bavarian aristocrat?

                         NOODLE
               You can't deny he has a certain
               quiet dignity.

                         MRS SCRUBITT
               Quiet dignity? Go get my gin.

     She aims a kick at Noodle who scurries away.

26                                                                26
     INT. WASH HOUSE - DAWN

     The Workers are back in the laundry, singing their work song,
     like any other morning. But today, something is different.

                         WORKERS
               First you pick up the apparel
               And you put it in the barrel
               Scrub Scrub!

     Willy comes out of his section and starts loading bits of old
     laundry equipment into a cart: rope, mangle rollers etc.

     Abacus notices. He stops singing and watches, perplexed.

                         WILLY
               Just grabbing a few things.

     Willy puts more equipment in the cart. At the mangle, Larry,
     distracted by the strange goings-on, gets his tie caught.

                         LARRY CHUCKLESWORTH
               Then you take it to the mangle
               Making sure you don't get strangled
               Scrub Scrub!

     Lottie is up a step ladder hanging laundry on a rack. Willy
     grabs the ladder, leaving her dangling.

     Willy disappears into his section, then emerges with a square
     of cloth cut from the seat of his trousers.

                         WILLY
               Oh Tiddles, here's your chance
               To chew my mailman pants!

     Tiddles smells the pants and races into Willy's section.
                                                             41.


                            TIDDLES
               Woof woof!

                         WORKERS
               Something must be going wrong
               Cos we never change our song
               Scrub Scrub!

     Willy disappears back into his section and closes the door.

27                                                             27
     INT. SCRUBITT AND BLEACHER - DAY

     The MUSIC CONTINUES as Mrs Scrubitt -- who is half way up a
     ladder on wheels -- hears Bleacher coming downstairs.

                         MRS SCRUBITT
               Oh! I see you finally dragged your--

     She stares, amazed. Bleacher has transformed himself. He has
     shaved, slicked back his hair and is now wearing lederhosen.

                         MRS SCRUBITT (CONT'D)
               You done something with your hair?

                         BLEACHER
               Maybe. Maybe not.

     She watches as he struts towards his usual spot by the stove.

                         MRS SCRUBITT
               Where'd you get them dungarees?

                         BLEACHER
               Lost property. Why? Suit me?

                         MRS SCRUBITT
               Not bad, I suppose.

     He sits down by the stove.

                         MRS SCRUBITT (CONT'D)
               What you doing all the way over
               there?

                         BLEACHER
               Keeping my knees warm.

                         MRS SCRUBITT
               Why don't you come over here, have
               a glass of gin?
                                                             42.


                         BLEACHER
               Why don't you come over here?
                   (meaningfully)
               Where it's all hot.

     He pulls on a rope, sending the ladder whizzing along the
     wall, depositing a shrieking Mrs Scrubitt in Bleacher's arms.

                         MRS SCRUBITT
               Oh my lord!

28                                                             28
     INT. WASH HOUSE - DAY

     The Workers have gathered in the main part of the Wash House.
     Sounds of construction come from Willy's section.

     Willy opens the door to reveal a RUBE GOLDBERG WASHING
     MACHINE, powered by Tiddles running on a treadmill, chasing
     the square of Willy's trousers which hangs just out of reach.

                         WILLY
               Ladies and Gentlemen, may I present
               a brand new contraption of my own
               creation, an innovation in
               laundrification.

                         WORKERS
               Scrub Scrub!

                         WILLY
               Now let me ask you a question. How
               does Tiddles want to spend his
               time? Running after mailmen! And
               what do I have to do all day?

                         WORKERS
               Scrub Scrub!

                         WILLY
               Exactly! Well with Willy Wonka's
               Wild and Wonderful Woof-o-matic
               Wonka-Walker -- please don't make
               me say it again -- he gets to run
               while I can have fun.

                         WORKERS
               Scrub Scrub!

     Willy crosses to the dumb waiter.

                         WILLY
               I'm just popping out for a bit.
                                                             43.


     He grabs an empty laundry bag and jumps into the dumb waiter.

                         WILLY (CONT'D)
               I'll be back by roll call, but
               until then Tiddles has agreed to:

                         WORKERS
               Scrub Scrub!

29                                                             29
     INT. SCRUBITT AND BLEACHER - DAY

     Ping! Willy -- now inside the bag -- arrives up in the shop.

     Scrubitt and Bleacher sit by the stove, giggling amorously.

                         MRS SCRUBITT
               So tell me all about Bavaria.

                            BLEACHER
               Where?

                         MRS SCRUBITT
               Where you're from.

                         BLEACHER
                   (playing along)
               Oh yes. It's very... Bavarian.

     Noodle smiles to herself. Willy's bag leaps out of the dumb
     waiter into Noodle's laundry cart -- and the SONG ENDS.

30                                                             30
     EXT. SCRUBITT AND BLEACHER / ALLEY - DAY

     Noodle drags her cart down the hill and into a deserted alley
     just out of sight of the laundry.

                            NOODLE
               All clear!

     She unties the laundry bag to let Willy out.

                         WILLY
               We did it! Well done, Noodle!

                         NOODLE
               I can't believe it worked!

                         WILLY
               And wait 'til you see how much
               chocolate I made last night! We
               sell this and we're gonna -- oh no!
                                                        44.


Willy has magicked a jar from his hat -- but it is EMPTY.

                    NOODLE
          What's going on, Willy? Where are
          the chocolates?

                    WILLY
          I don't know how to tell you this,
          Noodle, but... they've been stolen.

                    NOODLE
          Stolen?

                    WILLY
          Mm-hm.

                    NOODLE
          Who by?

                    WILLY
          The Little Orange Man.

                    NOODLE
          What?

                    WILLY
          The Little Orange Man. Didn't I
          tell you about him?

                    NOODLE
          No, you didn't.

                    WILLY
          He's my nemesis! He's about yay
          high, comes in the dead of night
          and steals all my chocolate. Been
          happening every few weeks for the
          past ooh... three, four years now.

                    NOODLE
              (disbelieving)
          Really?

                    WILLY
              (waxing lyrical)
          Sometimes I spy him in that strange
          realm 'twixt sleep and wake, green
          hair glinting in the moonlight.

                    NOODLE
          Green hair?!
                                      45.


          WILLY
    (vengeful)
One day I shall catch him, Noodle,
and when I do...

          NOODLE
Willy? WILLY!!

          WILLY
Yes, Noodle.

          NOODLE
You don't actually to expect me to
believe this, do you?

          WILLY
Course I do! What other explanation
is there?

          NOODLE
I don't know. That you go to sleep,
dream about a little green man...

          WILLY
    (correcting)
Orange man, green hair.

          NOODLE
...and while you're dreaming, STUFF
YOUR FACE WITH CHOCOLATE!!

          WILLY
How dare-- Actually that does make
a lot more sense. Have I been
eating my own chocolate?

          NOODLE
Why did I ever think this would
work?

          WILLY
    (still thinking)
I don't think so.

          NOODLE
Stupid Silver Linings.

          WILLY
Hey! There's nothing stupid about
my chocolate.

          NOODLE
If Mrs Scrubitt had spotted us, I'd
be in the coop right now!
                                                         46.


                    WILLY
          Look, I'm sorry, ok? But we can
          make more chocolate. The only
          problem is I'm all out of milk.

                    NOODLE
          That's not a problem. Milk.

Noodle simply swipes a bottle of milk from the nearest
doorstep. Willy, horrified, takes it and puts it back.

                    WILLY
          a) That's stealing. And c) Willy
          Wonka does not use any old cow's
          milk. For this particular creation,
          I require the milk of a giraffe.

Noodle realises it's easier not to argue.

                    NOODLE
          Ok, fine. As matter of fact,
          there's one at the zoo.

                       WILLY
          Fantastic!

He strides off down the alley.

                    NOODLE
          But a) the zoo's not that way...

                    WILLY
              (turning back)
          Gotcha.

                    NOODLE
          ...and b) they're not just gonna
          let you just walk in there and milk
          it.

                    WILLY
          That, my dear Noodle, is why we're
          very lucky the little orange man
          didn't find this.

He taps the top of his cane -- and it opens up like a Fabergé
Egg, revealing a SINGLE CHOCOLATE in a TINY BOX.

                                                 CUT TO:
                                                               47.

31                                                               31
     I/E. ZOO / SECURITY LODGE - DUSK

     The same CHOCOLATE BOX, being eyed suspiciously by a SECURITY
     GUARD. Noodle has delivered it to the ZOO SECURITY LODGE.

                         ZOO SECURITY GUARD
               What is it?

                         NOODLE
               From Zoo Management. In recognition
               of your years of service.

                         ZOO SECURITY GUARD
               But I've only been here a year.

                          NOODLE
                   (thinking on her feet)
               ...which is why there's only one
               chocolate.

                         ZOO SECURITY GUARD
               Oh. Well... thank you very much.

     He lowers the blind. Noodle goes to join Willy who has been
     watching from a little way off.

                         WILLY
               Well done, Noodle.

                         NOODLE
               Thanks. What is it really?

                         WILLY
               It's called "A Big Night Out," a
               single chocolate that perfectly
               mimics a night on the town. The
               outer layer is champagne truffle.

     The Guard -- his outline seen in silhouette through the
     frosted glass -- puts the chocolate in his mouth.

                         ZOO SECURITY GUARD
               Ooh! Lovely!

                         WILLY
               Next comes a layer of white wine.
               Then red. That's when the singing
               and dancing starts.

     Right on cue, the Security Guard starts singing and dancing.

                         ZOO SECURITY GUARD
               We're gonna have a party tonight!
                                                        48.


                    WILLY
          It's when he hits the layer of
          whisky fudge he'll get emotional.

The Security Guard slumps into his chair, weeping.

                    ZOO SECURITY GUARD
          She was the only woman I ever
          really loved!

                    WILLY
          He might do something reckless.

The Security Guard picks up a phone and dials.

                     ZOO SECURITY GUARD
          I'll give her a ring. What harm can
          it do? Gwennie? It's Basil. I just
          wanted to say, I always loved you.
              (beat)
          What? Basil Bond! We sat next to
          each other in Chemistry at school.
          No, don't hang up!

                    WILLY
          Finally he hits some old port from
          the back of the cupboard and...

The Security Guard passes out. Noodle is impressed.

                    NOODLE
          That's a pretty powerful chocolate!

                       WILLY
          Thank you.

                    NOODLE
          He will be alright, won't he?

                    WILLY
          Of course! At the centre is a tiny
          aspirin which fizzes on his tongue
          as he sleeps. He'll wake up in the
          morning with an aftertaste of shame
          and regret, but come five o'clock
          tomorrow he'll have a strange urge
          to do it all again.

He reaches through the hatch in the security lodge window and
pulls a lever, opening the zoo gates.
                                                               49.

32                                                               32
     EXT. ZOO - NIGHT

     Willy and Noodle walk through the zoo with flashlights.
     Noodle gazes around at all the animals, entranced, then
     frowns as they pass a lake filled with flamingos.

                         NOODLE
               Why don't they fly away?

                         WILLY
               I don't know. Perhaps they haven't
               thought of it.

                         NOODLE
               You're kidding.

                         WILLY
               No, I'm serious. That's the thing
               about flamingoes. They're flock
               animals. They need someone to show
               them the way.

33                                                               33
     INT. BACKSTAGE CORRIDOR - NIGHT

     They slip into a backstage corridor. Various doors open onto
     different enclosures. Willy looks for one marked "Giraffe."

                         WILLY
               Where are we? Giraffe... giraffe...
               Ah! Giraffe!

     He opens a door clearly marked "TIGER" -- and is immediately
     confronted by a great snarling beast who charges at him.

     Noodle slams the door in the nick of time.

                         NOODLE
               You have got to learn how to read!

                         WILLY
               Why?

                         NOODLE
               You were nearly eaten by a tiger!

                         WILLY
               "Nearly" is the key word there,
               Noodle. I've nearly been eaten by a
               lot of things. And none of them got
               more than a nibble.

     Noodle shakes her head and opens the door marked "Giraffe."
                                                             50.


                          NOODLE
               Giraffe.

34                                                             34
     INT. GIRAFFE ENCLOSURE - CONTINUOUS

     Willy walks into the stall, Noodle a pace behind. They look
     up at the elegant great creature. Willy doffs his hat.

                         WILLY
               Good evening, um...

                         NOODLE
                   (reading a sign)
               Abigail.

                          WILLY
               Abigail.

     The Giraffe starts. Noodle is alarmed.

                         WILLY (CONT'D)
               Whoa there! Easy now. I've brought
               acacia mints.

     The Giraffe reaches down inquisitively and snaffles a handful
     of mints. Noodle watches, enchanted, as Willy starts to
     scratch her under the chin.

                         WILLY (CONT'D)
               Giraffes are just crazy about my
               acacia mints. Love them more than
               anything else. Except being
               scratched under the chin. See?

     The Giraffe does indeed seem to be enjoying the experience.

                         WILLY (CONT'D)
               Wanna give it a go?

                          NOODLE
               Me?

                          WILLY
               Why not?

                          NOODLE
               Ok...

     Noodle smiles broadly as the Giraffe responds to her touch.
     Abigail reaches forward and licks Noodle appreciatively.
                                                             51.


                         WILLY
               I think she likes you!
                   (to the Giraffe)
               Now, Miss Abigail, if my colleague
               here gives you a good scratch,
               could you possibly spare us a pint
               or two of milk?

35                                                             35
     LATER:

     Willy stands his coat magically on the ground. He presses a
     button and the arms of a coat hanger flip out from the side.
     He hangs his coat and hat over the cane.

     He then sits on a stool to milk the Giraffe. Noodle is up a
     rickety step ladder scratching its chin -- and loving it.

                         NOODLE
               Have you done this before?

                         WILLY
               Once. In Africa. Magnificent beast.

                         NOODLE
               Was she wild?

                         WILLY
               Wild? She was absolutely furious!
               But once my hands warmed up, I
               think she kind of liked it.

     Noodle smiles fondly and shakes her head.

                         NOODLE
               You sure can be silly, Willy.

                         WILLY
               I suppose that's true-dle Noodle.

                           NOODLE
               True-dle?

                         WILLY
               That doesn't work, does it? But
               nothing rhymes with Noodle. Where'd
               you get that name, anyway?

                         NOODLE
               Doesn't matter.

                           WILLY
               Go on.
                                                           52.


She thinks for a moment, then decides to confide in him.

                    NOODLE
          This.

She shows him an AMBER AND GOLD RING she keeps on a string
around her neck. The letter "N" engraved in the middle.

                    NOODLE (CONT'D)
          It's all I have from my parents.
          See? 'N' for Noodle. Or Nora, or
          Nina -- or nothing at all.

                    WILLY
          Can't you trace the owner?

                    NOODLE
          You don't think I've tried? I've
          been to every jewellery store in
          the city.

Willy looks at her, feeling for her. Noodle turns to the
giraffe, finding in Abigail's eyes the courage to speak.

As she tells her story, a CHILDISH CHALK DRAWING appears on
screen, showing her deepest desire.

                    NOODLE (CONT'D)
          When I was a kid I always hoped I'd
          find my parents. They'd live in
          this beautiful old building full of
          books. And my Mom would be waiting
          for me at the door and I'd run into
          her arms and she'd give me this big
          hug like she wouldn't ever let me
          go. But then I realised it was just
          a stupid dream.

The chalk drawing floats away like a dream upon waking. Willy
looks at Noodle, deeply moved.

                    WILLY
          There's nothing stupid about it.

                    NOODLE
          Isn't there?

                    WILLY
          Uh-uh. I know things haven't been
          easy for you, Noodle. But they're
          going to get better. I'm not going
          to let you rot in that wash house
          forever.
                                                          53.


                    NOODLE
          You promise?

                    WILLY
          I can do better than that, I Pinkie
          Promise! And that's the most solemn
          vow there is.

They Pinkie Promise. Noodle is touched by his concern.

                    WILLY (CONT'D)
          Now get scratching, we don't have
          long until the guard comes to-dle
          Noodle.
              (pleased with the rhyme)
          To-dle!

                    NOODLE
          It's not even a word.

                    WILLY
          I'll keep working on it.

Noodle quietly starts singing FOR A MOMENT.

                    NOODLE
          For a moment
          Life doesn't seem
          Quite so bad.

          For a moment
          I kinda forgot
          To be sad.

          He turns night to day,
          But don't get carried away.
          Never let down your guard,
          Let them into your heart
          For a moment.

Willy has finished milking Abigail. He turns to Noodle.

                    WILLY
          Care to dance?

                    NOODLE
              (thinking it sounds fun)
          No thank you.

Willy turns to where his cane stands, his coat and hat
handing from it like a shop mannequin. He picks up the cane
and dances with it as if dancing with himself.
                                                               54.


                         WILLY
               Noodle, Noodle!
               Apple Strudel!
               Some people don't and
               Some people doodle!
               Snakes, Flamingos,
               Bears and Poodles!
               Singing this song will
               Improve your moodle!
               Noodle-dee, Noodle-dum!
               We're having oodles and
               Oodles of fun!

     Noodle laughs at Willy goofing around. He spins the ladder
     and she leaps off, catching the lantern as she does. She is
     lowered to the ground and they race out together.

                         WILLY AND NOODLE
               Thanks, Abigail!

36                                                                36
     EXT. ZOO - NIGHT

     The MUSIC SWELLS as Willy and Noodle dance through the zoo.
     Willy grabs a bouquet of HELIUM BALLOONS from a stall -- and
     the lift from the balloons makes them almost weightless.

     And now the two of them sing together.

                 NOODLE                          WILLY
     For a moment                    Noodle, Noodle!
     My life has                     Apple Strudel!
     Turned upside down!             Some people don't and
     For a moment                    Some people doodle!
     I can't keep my                 Snakes, Flamingos,
     Feet on the ground!             Bears and Poodles!
     He's the one good thing         Singing this song will
     That's ever happened to me.     Improve your moodle!
     Should I drop my defences       Noodle-dee, Noodle-dum!
     Give up the pretence            We're having oodles and
     For a moment?                   Oodles of fun!

     They run across the flamingo lake, their feet just barely
     making contact with the surface of the water.

     The flamingos wake as they pass and watch, astonished, as
     Willy and Noodle rise from the water, floating up and over
     the wall of the zoo. Inspired, the flamingos follow them.

37                                                                37
     EXT. GALERIES GOURMET - NIGHT

     Willy and Noodle land on the glass roof of the Galleria and
     dance around the spectacular glass dome.
                                                               55.


     Eventually a gust of wind takes the balloons, breaking the
     spell, and they are blown off the roof.

38                                                                38
     EXT. TOWN SQUARE - NIGHT

     They float down, feeling all alone in the big city. But
     Officer Affable has spotted them -- and makes a call.

                         OFFICER AFFABLE
               Chief? You know that fella you
               wanted a word with?

     Willy and Noodle land and dance by the frozen fountain.

                         NOODLE
               For a moment
               Life doesn't seem
               Quite so bad.

               For a moment
               I kind of forgot
               To be sad...

     Suddenly -- BRRIIINGG! They look up to see the Chief being
     driven into the town square in his Police Car.

                         CHIEF
               Mr Wonka! A word in private, if I
               may.

                         WILLY
               Er... certainly!
                   (to Noodle)
               Best get out of here, Noodle.

                         NOODLE
               But Willy--

                         WILLY
               Don't worry about me, I've talked
               my way out of tighter spots than
               this. I'll meet you back at the
               cart.

     Noodle races off with the milk as the Chief approaches Willy.

                         CHIEF
               You be on your way, Affable.

                         OFFICER AFFABLE
               Are you sure, sir?
                                                        56.


                    CHIEF
          Oh yeah. This is between me and Mr
          Wonka.

                    OFFICER AFFABLE
          Very good, sir.

Bemused, Affable goes, leaving Willy and the Chief alone.

                     WILLY
          Now Officer, if this is about
          Abigail...

Before he can continue, the Chief grabs Willy by the collar.

                    CHIEF
          I've got a message for you, pal.

The Chief PLUNGES Willy's head into the freezing cold water
of the fountain.

                    CHIEF (CONT'D)
          Don't sell chocolate in this town!

He pulls Willy's head back up.

                     CHIEF (CONT'D)
          Got it?!

                    WILLY
          Not really, I'm afraid.

                    CHIEF
          Oh, you got a mouth on you, huh
          Candyman? I said...
              (pushes Willy in the water)
          DON'T. SELL. CHOCOLATE!!
              (pulls Willy back up)
          You hear me this time?

                    WILLY
          I had water in my ears.

                    CHIEF
          Oh. Yeah, that does make sense. I'm
          sorry, I'm all outta whack. Truth
          is, I don't want to be doing this.

                    WILLY
          I don't want you to be doing this.

                    CHIEF
          There you go, so we got that in
          common.
                    (MORE)
                                                             57.
                         CHIEF (CONT'D)
               But I still gotta give you a
               message. I catch you selling
               chocolate on any street in this
               city, and you'll get more than a
               bonk on the head.

                         WILLY
                   (puzzled)
               I don't have a bonk on the head.

                         CHIEF
               What is with me today?! Can you
               wait just a moment?

                         WILLY
               Sure.

     The Chief gets his nightstick and bonks Willy on the head.

39                                                                39
     INT. SCRUBITT AND BLEACHER - NIGHT

     Scrubitt and Bleacher gaze lovingly at each other while
     Noodle sneaks past with Willy hidden in the laundry cart.

                         BLEACHER
               Oh, Mrs Scrubitt! Your eyes are
               like two... rabbit droppings in a
               bowl of custard.

                         MRS SCRUBITT
                   (charmed)
               Oh, Lord Bleachowitz!

                         WILLY
                   (from inside a bag)
               See you downstairs!

     Willy's sack leaps down the laundry chute.

40                                                                40
     INT. WASH HOUSE - NIGHT

     Willy lands back down in the Wash House where the other
     workers are finishing their shift. Abacus looks up sternly.

                         ABACUS CRUNCH
               Mr Wonka! Good of you to join us.

                         WILLY
               Not late am I?

                         ABACUS CRUNCH
               No. Cutting it a bit fine, but--
                                               58.


Willy hops out of the laundry basket.

                    WILLY
          Tiddles been pulling his weight?

                    ABACUS CRUNCH
          As a matter of fact, Tiddles is a
          marvel and productivity is up
          thirty percent.

                    LARRY CHUCKLESWORTH
          We took the afternoon off.

                    ABACUS CRUNCH
          But that's not the point.

                    LARRY CHUCKLESWORTH
              (pointing)
          This is the point!

                    ABACUS CRUNCH
          Not now, Larry.

                      LARRY CHUCKLESWORTH
          Sorry.

                    ABACUS CRUNCH
          The point is, where have you been?

                    LARRY CHUCKLESWORTH
          What've you been up to?

                    PIPER BENZ
          And why do you smell of giraffe?

                      LOTTIE BELL
          Hmph!

She nods defiantly.

                    WILLY
          Guess I do owe you an explanation.
          Truth is I'm a chocolate maker.

                    NOODLE
              (coming in with slops)
          Not just any chocolate maker. The
          best in the world.

                    WILLY
          Noodle's flattering me. But she's
          right. They're exquisite.
                                                               59.


                         NOODLE
               The plan is to sell chocolate and
               pay off Mrs Scrubitt. At least,
               that was the plan until...

                         ABACUS CRUNCH
               Let me guess. You had a little run-
               in with the Chief of Police.

                         WILLY
               How did you know that?

                         ABACUS CRUNCH
               Because that's what happens to
               anyone who sells chocolate in this
               town.

                         NOODLE
               Why?

                         ABACUS CRUNCH
               Three reasons, Noodle. Slugworth,
               Fickelgruber and Prodnose. The
               Chocolate Cartel.

                         WILLY
               How do you know all this?

                         ABACUS CRUNCH
               Because I was Slugworth's
               accountant. For a week at least...

41                                                               41
     INT. SLUGWORTH'S OFFICE - EVENING (FLASHBACK)

     Abacus comes in with a RED LEATHER-BOUND ACCOUNTS BOOK.

                         ABACUS CRUNCH
               Excuse me, Mr Slugworth, I just
               need your signature on--

     Abacus sees the office is empty. It's 10pm and everyone has
     gone home. But just as he's about to leave, he spots an
     IDENTICAL ACCOUNTS BOOK on the desk, BOUND IN GREEN.

                          ABACUS CRUNCH (V.O.)
               It seemed a straightforward job
               until I realised there were two
               sets of books: one for the
               authorities -- and one which told
               the truth.

     He goes over to the desk and looks through the ledger. Inside
     are invoices, receipts, even drawings and blueprints.
                                                           60.


As he examines the pages, the BLUEPRINT COMES TO LIFE, and we
see chocolate being funnelled from the Chocolatiers' three
factories into a vault beneath the Cathedral.

                    ABACUS CRUNCH (V.O.)
          Slugworth, Fickelgruber and
          Prodnose have been in cahoots for
          years. They've been watering down
          their chocolate and storing the
          excess in a vault deep beneath the
          Cathedral, guarded round the clock
          by a corrupt cleric and five
          hundred chocoholic monks.

          The only way to get in is to go
          down a secret elevator and past the
          Mistress of the Keys -- a
          subterranean sentinel who hasn't
          seen sunlight in years.

          There's thousands of gallons of
          chocolate down there and they use
          that chocolate to bribe, blackmail
          and bludgeon the competition.

It's dawn. Abacus has been reading all night. He removes his
glasses and rubs his eyes, unable to believe what he's seen.

Suddenly, he hears footsteps.

                    SLUGWORTH (O.S.)
          I don't care they were children,
          Donovan, they were in our way. Next
          time, put your foot down.

Abacus hides behind a sideboard as Slugworth and Miss Bon-Bon
come in to the office.

                    SLUGWORTH (CONT'D)
          Miss Bon-Bon, from now on I'm
          keeping the ledger in the vault.

                    MISS BON-BON
          Very good, sir.

                    SLUGWORTH
          Oh, and Mr Crunch?

Abacus realises he's been spotted. He stands sheepishly.

                    SLUGWORTH (CONT'D)
          You're fired.
                                                             61.

42                                                                42
     INT. POLICE STATION - DAY (FLASHBACK)

     Abacus tells his story to the Chief.

                         ABACUS CRUNCH (V.O.)
               I took my story to the Chief of
               Police but they'd got to him first.

     The Chief nods to an Officer, who grabs Abacus and cuffs him.

                         ABACUS CRUNCH (V.O.)
               I was charged with slandering a
               Captain of Industry and fined every
               penny I had. All I needed was
               somewhere to lay my head until I
               could work out how to get back
               home. That was four years ago.

     As Abacus is taken away, the Chief reaches into a drawer for
     a box of chocolates -- and licks his lips.

43                                                                43
     INT. WILLY'S ROOM - NIGHT

     Willy lies in his bunk, thinking.

                         ABACUS CRUNCH (V.O.)
               I'm sorry, Mr Wonka, but they've
               got you right where they want you.
               You can't get a shop without
               selling chocolate, and you can't
               sell chocolate without a shop.

     Then makes a decision.

44                                                                44
     EXT. BACK OF SCRUBITT AND BLEACHER - NIGHT

     Later, a single lamp burns in Willy's window. From within the
     cell, the bangs and flashes of chocolate-making.

     Finally, Willy comes to the window.

                         WILLY
               Noodle? Noodle! Pssst!

     Another lamp is switched on, this time in Noodle's window.

                         NOODLE
               What is it, Willy?

                         WILLY
               Catch!
                                                        62.


He swings a line out of his window to Noodle. She catches it
and he slides her a JAR OF CHOCOLATES in a basket.

                    NOODLE
          What's this for?

                    WILLY
          Your wages. A lifetime supply,
          remember?

                    NOODLE
          You didn't have to do that.

                    WILLY
          Nonsense. I gave you my word.

                    NOODLE
          Well... thanks. I've got something
          for you too.

She puts a rolled up piece of paper in the basket and slides
it back along the line to Willy.

He opens it to discover she has drawn the letter "A". But he
is looking at it upside down and it looks like a glass.

                    WILLY
          What is this? A glass half-full?

                    NOODLE
          Other way up.

                    WILLY
              (turning it upside down)
          A glass half-empty?

                    NOODLE
          It's an "A". Your first letter. I'm
          teaching you to read.

                    WILLY
              (touched)
          Oh Noodle...

                    NOODLE
          I can't have my business partner
          eaten by a tiger, now can I?
              (before he can interrupt)
          Or nearly eaten!

                    WILLY
          Still partners, then?
                                                  63.


                    NOODLE
          Well yeah, but I don't know how
          we're going to sell any chocolate.
          Every time the police show up,
          you'd have to disappear...

                    WILLY
          Like a magician?

                      NOODLE
          Right!

                      WILLY
          But   it's one thing on stage. You've
          got   ropes, pulleys, trapdoors...
          and   there aren't any of those in
          the   street.

The light comes on in Piper's cell.

                    PIPER BENZ
          As a matter of fact, there are.

                      WILLY
          Piper?

                    PIPER BENZ
          There's trapdoors all over the
          city. They're called storm drains.
          I'd be happy to show you around --
          if you cut me in on the action.

                    LARRY CHUCKLESWORTH
          If you're recruiting, I'd do
          anything to get out of here and
          make up with my wife. I don't have
          any practical skills but...
              (underwater voice)
          I can talk like I'm underwater!

Lottie switches on her light.

                    LOTTIE BELL
          And if you're looking for someone
          to handle communications, I'm your
          woman.

                      WILLY
          Lottie?

                    LOTTIE BELL
          What? Why are you staring at me?
                                                             64.


                         PIPER BENZ
               I just never heard you speak.

                         LARRY CHUCKLESWORTH
               I thought you were a mime.

                         LOTTIE BELL
               No. Back when I worked the
               switchboard, I was quite the
               chatterbox. But since I came here,
               I haven't had much to shout about.

     Abacus switches on his light.

                         ABACUS CRUNCH
               Far be it from me to pour cold
               water on all your fun, but may I
               remind you that if Mrs Scrubitt
               catches you trying to escape, you
               each get six months in the coop, so
               just think about that before
               getting involved in this hair-
               brained scheme.

                         NOODLE
               But it's not hair-brained, Abacus!
               Willy's chocolates are incredible.
               Try one.

                         ABACUS CRUNCH
               That's very kind of you, Noodle,
               but I don't care how good his
               chocolates are, I--
                   (eats, immediately changes)
               When do we start?

                         WILLY
               Right away!

45                                                             45
     EXT. TOWN SQUARE - MORNING

     The clock chimes as Noodle drags the cart to the town square.

     A young man, COLIN, has just plucked up what little courage
     he has and asked the woman who runs the flower stall,
     BARBARA, to marry him.

                         COLIN
               I suppose what I'm asking, Barbara,
               is, will you marry me?
                                                        65.


                    BARBARA
          Oh, I don't know, Colin, it's just,
          I'm looking for a life of
          adventure, someone to sweep me off
          my feet. Could that be you?

                    COLIN
          No. Not with my chronic lack of
          self-confidence. I'm sorry to have
          wasted your time, Barbara. I'd best
          be off. Taxi!

He goes to hail a passing cab -- but the Taxi drives past,
splashing through a puddle and soaking him to the skin.

Dejected, he sits at a nearby cafe table. The Waiter appears.

                    WAITER
          Can I help you, sir?

                    COLIN
          Oh, Waiter. Do you have anything
          for a broken heart?

The Waiter leans forward to reveal it's actually Willy. He
starts to sing YOU'VE NEVER HAD CHOCOLATE LIKE THIS!

                    WILLY
     So the taxis never stop,
     The girls think you're a flop,
     You're wet and cold, you're getting old,
     Your confidence is shot.

                       COLIN
          It's true.

                    WILLY
     When people look at you,
     They seem to look straight through,
     Or like you're something brown they found
     Upon the bottom of their shoe.

                    COLIN
          Have you been following me?!

                    WILLY
     But this should lift your gloom.
     My giraffe milk macaroon
     Restores your zeal and makes you feel
     The tallest in the room!

     Goodbye to feeling small
     And frightened of it all!
                                                                66.


          Just eat a few of these, soon
          You'll be feeling ten feet tall!

     Colin takes a chocolate and an amazing transformation comes
     over him. Customers watch as he stands, climbs onto the table
     and starts to dance with newfound confidence.

                         WILLY (CONT'D)
          Well there's chocolate!

                         COLIN
                   (bursting into song)
          And there's chocolate!

                         WILLY AND COLIN
          Only Wonka's makes your confidence sky-rocke-let!

     People start buying chocolate as quick as possible.

                         WILLY
          Put your hand into your pocke-let!
          Get yourself some Wonka chocolate!

     Colin sees Barbara staring, amazed by his transformation.

                         COLIN
          Madam, just one kiss?

                         BARBARA
               Yes please!

     As they kiss, Noodle -- who has been keeping watch -- spots
     the CHIEF leading a handful of OFFICERS on bicycles towards
     the square. She puts her fingers to her lips and WHISTLES.

     Willy hears her signal. He turns and runs into an alley.

                         COLIN
          I've never had chocolate like this!

                         BARBARA
          No, he's never had chocolate like this!

     Willy leaps through a MANHOLE COVER into the storm drain.

     By the time the Police make it into the alley, Piper has
     replaced the manhole cover, leaving them baffled.

46                                                                46
     INT. TRAM - DAY

     Two ladies are discussing Willy's latest creation.
                                                              67.


                         LADY 1
               Have you tried his new one?

                         LADY 2
               No!

                         LADY 1
               Oh you've got to have a go!

                         WILLY
          Just pop one in and everything
          Becomes a Broadway Show!

     Willy is disguised as the TICKET COLLECTOR. They both buy
     chocolates and eat them. They start singing and dancing.

                         LADIES
          The news that makes you gasp!
          The joke that makes you laugh!

     The Passengers all buy chocolates and join in.

                         PASSENGERS
          All that you say and do all day
          Will be choreographed!

47                                                               47
     INT. BARBER'S SHOP - NIGHT

     Willy, now dressed as a BARBER, is attending a balding
     customer, one of three in the shop.

                         WILLY
          Lost your hair? Can't think where?

                         CUSTOMER
          Feeling fairly bare up there.

                         WILLY
          Don't despair I come prepared,
          Behold my hair repair eclair!

     He hands out eclairs to the balding customers, who wolf them
     down eagerly. A HAIRLESS CAT eats one of the leftovers.

                         WILLY (CONT'D)
          It's made from ground vanilla
          From the mountains of Manilla
          And a drop-o-let of yeti sweat
          Will act like a hair filler!
                                                                68.

48                                                                48
     INT. TRAM - DAY

                         PASSENGERS
          Well there's chocolate...

49                                                                49
     INT. BARBER'S SHOP - NIGHT

     The Customers - and shop cat - all now sport full hair-dos.

                         CUSTOMERS
          And there's chocolate!

50                                                                50
     INT. TRAM - DAY

                         PASSENGERS
          Only Wonka's makes you
          Rock around the clock-elet!

     Lottie -- who is near the front keeping watch -- sees the
     Police approaching and rings the bell to warn Willy.

     Willy runs towards the back of the tram where Abacus has
     opened a hatch into the engine compartment. Willy slides
     through it and down into an open storm drain below.

     The Police board the tram -- but Willy has gone.

                         PASSENGERS (CONT'D)
          Put your hand into your pocke-let!
          Get yourself--

                         CHIEF
          Oh put a sock in it!
          Make sure they're all frisked!
          Have you ever had chocolate like this?

                         OFFICER AFFABLE
          I've never had chocolate like this!

     A FLOCK OF FLAMINGOES pass overhead. We follow them as day
     turns into night before craning down towards...

51                                                                51
     INT. NOODLE'S ROOM - NIGHT

     Noodle writes the word "Cat" on a blackboard. Willy sits
     folded into a child's school chair, learning to read.

                         NOODLE
          Well there's literate, and illiterate!
          Can you tell me what this says?
                                                             69.


                         WILLY
          Not a bit of it.

                         NOODLE
          Well that's a vowel
          And those are consonants.

                         WILLY
          What's that now?
          You're talking nonse-nence.

                         NOODLE
          I should call it quits!

     Abacus appears with a jar full of money.

                         ABACUS CRUNCH
          But you've never sold chocolate like this!

52                                                                52
     INT. VAULT - NIGHT

     The three Chocolatiers are berating the Chief.

                         FICKELGRUBER
          Well there's chocolate...

                         PRODNOSE
          And there's chocolate!

                         SLUGWORTH
          Only Wonka drives a hole right through our profi-lets!

                         FICKELGRUBER
          If we can't get on top of this,
          We'll go bust!

                          CHOCOLATIERS
                                   Choc-apocalypse!

                         FICKELGRUBER
          We'll cease to exist!

                         CHIEF
          But you've never had chocolate like this!

     He hands them each a Broadway chocolate. They taste it and
     despite their fury, immediately break into a joyful dance.

                         CHOCOLATIERS
          No! We've never had chocolate like this!
                                                               70.

53                                                                53
     EXT. TOWN SQUARE - MORNING

     Willy is in the town square, back where he started, selling
     from a little cart, but no longer to one man; a huge crowd
     surrounds him, buying chocolate as fast as they can.

                         CROWD
          Well there's chocolate
          And there's chocolate!

                         WILLY
          Only Wonka's gets you
          Buying wedding frock-lets!

     Colin and Barbara, just married, emerge from the Cathedral.

                         COLIN AND BARBARA
          We have just tied the knot and it's
          All because of Wonka chocolates!

                         WILLY
          Come now I insist!
          You've never had chocolate like this!

                         CROWD
          No, we've never had chocolate like this!

                         WILLY
          Have you ever had chocolate like this?

                         CROWD
          No, we've never had chocolate
          No, we've never had chocolate
          No, we've never had chocolate like this!

     The Chief -- now considerably larger -- barges into the
     square with other officers blowing whistles.

     But Willy pulls a lever and the cart folds down into a
     laundry cart which Noodle pulls away. And Willy disappears
     into a storm drain leaving the Chief completely baffled.

     As the SONG ENDS the Chief spots part of Willy's handkerchief
     trapped in the drain cover, torn off when he leapt in.

     He kneels down heavily on the drain cover and examines it.

                         CHIEF
               Oh so that's how you're doing it.
               Affable, I want a man at every
               storm drain in the city.
                                                             71.


                         OFFICER AFFABLE
               Are you sure, sir? Shouldn't we
               focus on all those unsolved
               murders?

                         CHIEF
               No, this is the priority.
                   (failing to get up)
               Ok you know what? I'm gonna need a
               hand here. I'm pretty sure I gained
               about a hundred and fifty pounds in
               the past two weeks...

54                                                               54
     EXT. SCRUBITT AND BLEACHER - NIGHT

     It's the dead of night and the streets seem deserted. But
     someone is stealthily making their way towards the laundry.
     The only clue to their identity is the OOMPA LOOMPA THEME.

     A miniature GRAPPLING HOOK is fired up to a window ledge.

55                                                               55
     INT. WILLY'S ROOM - NIGHT

     A tiny figure, no more than eighteen inches high, shimmies up
     to Willy's window ledge, silhouetted in the moonlight.

     He slips through the bars, scans the room, then creeps over
     to two jars of chocolates, still keeping to the shadows.

     CLICK! He steps on a floorboard which activates a switch.

     Suddenly the floorboard TWANGS UPWARD and the tiny figure is
     FLUNG ACROSS THE ROOM and into a funnel which deposits him in
     a JAR -- which closes as he lands, trapping him.

     Willy sits up, delighted.

                         WILLY
               Gotcha!

                         FIGURE
                   (from within the jar)
               What the devil? Let me out of here!
               I demand to be released!

                         WILLY
               Incredible! It can speak!

                         FIGURE
               Well of course I can speak. Now let
               me out of here or I shall shriek.
                                                        72.


                    WILLY
          Not til I take a good look at you.

Willy lifts the jar onto his desk and switches on the light,
revealing a small man with bright orange skin and green hair.
He is, of course, an OOMPA LOOMPA.

                    OOMPA LOOMPA
          Good evening.

                    WILLY
          So you're the funny little man
          who's been following me.

The Oompa Loompa puffs out his chest indignantly.

                    OOMPA LOOMPA
          Funny little man?! How dare you!
          I'll have you know I'm a perfectly
          respectable size for an Oompa
          Loompa.

                    WILLY
          An Oompa what now?

                    OOMPA LOOMPA
          In fact in Loompaland, I'm regarded
          as something of a whopper. They
          call me Lofty. So I'll thank you
          not to keep gawping at me like
          something unpleasant you found in
          your handkerchief. I find it
          uncomfortable and frankly rude.

                    WILLY
          Sorry.

                    OOMPA LOOMPA
          Now let me out of here. You have no
          right to go around embottling
          innocent strangers.

                    WILLY
          Innocent? Hold on. You've been
          stealing from me for years!

                    OOMPA LOOMPA
          Well you started it!

                    WILLY
          Me?

                    OOMPA LOOMPA
          You stole our cocoa beans!
                                                             73.


                         WILLY
               What are you talking about?

                          OOMPA LOOMPA
               Do you mean to say you don't even
               remember?!

                         WILLY
               Remember what?!

                         OOMPA LOOMPA
               The day you destroyed my life.

                         WILLY
               No, I don't remember that.

                         OOMPA LOOMPA
               Well then, young man, allow me to
               refresh your memory, in the form of
               a song so ruinously catchy it will
               creep into your brain and never
               leave.

     He blows a whistle and the OOMPA LOOMPA theme plays.

                         WILLY
               I don't like the sound of that.

                         OOMPA LOOMPA
               Too late. I'm dancing now. Once
               we've started we can't stop.

     Oompa Loompa starts doing a strange, hypnotic dance.

                         OOMPA LOOMPA (CONT'D)
          Oompa Loompa doompety-doo,
          I've got a tragic tale for you.
          Oompa Loompa doompety-dee,
          If you are wise you'll listen to me.

56                                                             56
     EXT. LOOMPALAND - DUSK

     An island paradise. A little sail boat -- its mast snapped in
     two -- is limping across the ocean towards it.

                         OOMPA LOOMPA (V.O.)
          Dear Loompaland is both luscious and green
          But not conducive to growing the bean!

57                                                             57
     EXT. LOOMPALAND - NIGHT

     While his shipmates repair the boat, Willy picks cocoa beans.
                                                               74.


                         OOMPA LOOMPA (V.O.)
          My job was guarding what little we'd got.
          You came along and pinched the lot!

     As dawn breaks, Willy leaves with his haul of cocoa beans.

                         WILLY (V.O.)
               Why didn't you say anything?

     The camera drifts down to find the Oompa Loompa asleep.

                         OOMPA LOOMPA (V.O.)
          Well perhaps I drifted off!

     Two other Oompa Loompas appear over him shaking their heads.

58                                                                58
     EXT. BEACH - DAY

     The Oompa Loompa is marched out to sea by the guards.

                         OOMPA LOOMPA (V.O.)
          Oompa Loompa doompety-day,
          When I awoke, they sent me away.
          I'm disgraced, cast out in the cold
          Til I've paid my friends back a thousand fold!

                         WILLY (V.O.)
               A thousand fold?! You kidding me?

                           OOMPA LOOMPA (V.O.)
               I repeat!

59                                                                59
     INT. WILLY'S ROOM - NIGHT

                         OOMPA LOOMPA
          A thousand fold!!

     THE SONG ENDS.

                         WILLY
               Look, Mr Loompa, if you really
               think this is a reasonable penalty
               for taking three beans...

                           OOMPA LOOMPA
               Four!

                         WILLY
               ...then I'm sure we can come to an
               understanding, but I can't just
               hand over my entire supply. I've
               got people counting on me.
                                                        75.


                    OOMPA LOOMPA
          Hm. Alright. I tell you what. You
          let me out and we can discuss it
          like gentlemen.

                      WILLY
          Alright.

Willy releases the Oompa Loompa.

                    OOMPA LOOMPA
          Thank you. Now would you be so kind
          as to hand me that miniature frying
          pan?

                      WILLY
          This one?

                    OOMPA LOOMPA
          No no, the heavy one.

                      WILLY
          Alright.

                    OOMPA LOOMPA
              (weighing it in his hand)
          Ooh that's quite a beast, isn't it?
          Now come a little closer. Closer
          now. Cosy on up.

Willy does so -- and the Oompa Loompa WHANGS him in the head.

                      WILLY
          Aargh!

The Oompa Loompa STAMPS on Willy's fingers, grabs the jars of
chocolate and hops up onto the window ledge.

                    OOMPA LOOMPA
          Oompa Loompas do not negotiate!
          Good day, sir.

                      WILLY
          But--

                    OOMPA LOOMPA
          I said good day!

And with that, he's gone.
                                                             76.

60                                                             60
     EXT. SCRUBITT AND BLEACHER / ALLEY - THE NEXT MORNING

     Noodle drags her cart away from the laundry. Willy is hidden
     in a laundry bag on the back along with the other Workers.

                         NOODLE
               He came back?!

                         WILLY (O.S.)
               Yes.

                         ABACUS CRUNCH (O.S.)
               A little green man?

                         PIPER BENZ (O.S.)
               Orange man, green hair.

                         WILLY (O.S.)
               Yes! I set a trap and he walked
               right into it!

                         NOODLE
               So where is he?

                         WILLY (O.S.)
               We had a fight, you see. He won.
               Hit me on the head with a frying
               pan and jumped out the window.

                         NOODLE
               Of course he did.

     Noodle stops the cart in the quiet alley just out of sight of
     the laundry. Willy emerges from his laundry bag.

                         WILLY
               You don't believe me, do you?

                         NOODLE
               Honestly? No.

                         WILLY
               Do any of you believe me?

     One by one, the others emerge from their bags.

                         PIPER BENZ
               No.

                         ABACUS CRUNCH
               No.

                         LARRY CHUCKLESWORTH
               No.
                                                             77.


                         LOTTIE BELL
               Definitely not.

                         NOODLE
               But if we have to take a day off,
               at least I can give you another
               reading lesson.

                         WILLY
               Not reading.

                         NOODLE
               Yes reading.

                         ABACUS CRUNCH
                   (giving her a sly look)
               Good idea, Noodle. We'll run a few
               errands and meet you later.

                         NOODLE
                   (to the gloomy Willy)
               It'll be fun! We're going on a
               field trip. To the library.

61                                                             61
     EXT. UNIVERSITY QUARTER - DAY

     Noodle bounds up the steps to a LIBRARY. Willy hesitates, too
     nervous to go in. Noodle drags him by the hand.

62                                                             62
     INT. LIBRARY / READING ROOM - DAY

     Noodle sings PURE IMAGINATION as she leads Willy in.

                         NOODLE
               Come with me and you'll be
               In a world of pure imagination.
               Here for free, you can see
               Every fact and fabrication.

     Noodle opens an atlas.

                         NOODLE (CONT'D)
               Take a look in this book
               You can visit every single nation,
               Even fly through the sky's constellations!

     Noodle turns the page to an ASTRONOMICAL MAP. Willy stares in
     amazement as STARS LIFT OFF THE PAGE.

                         NOODLE (CONT'D)
               If you want to see Paradise,
               Simply turn a page and view it.
                                                        78.


Noodle opens a copy of PARADISE LOST -- and Willy beams as an
ILLUSTRATED ANGEL FLIES OFF THE PAGE.

                    NOODLE (CONT'D)
          Find out how Da Vinci drew it?
          Want to go to Mars?
          There's nothing to it.

She opens more books. Willy watches, entranced, as DA VINCI'S
HELICOPTER and a JULES VERNE ROCKET fly off the pages.

                    NOODLE (CONT'D)
          Spend the day far away
          In a world of pure imagination.
          Stay up late reading Great--

                    WILLY
              (reading the title)
          Expectations!

                    NOODLE
          Say that again.

                    WILLY
          "Great Expectations, a novel in
          three volumes by Charles Dickens."
          Noodle, I can read!

                    NOODLE
          You can read!

                    WILLY
          I CAN READ!!!

Various readers shush him.

                    WILLY (CONT'D)
          Sorry!
              (quietly)
          I can read! You've given me the
          world, Noodle. I can go anywhere.

He races through the library, glancing over other readers'
shoulders at their books. Illustrations fly off the page and
come to life around him.

                    WILLY (CONT'D)
          Down the rabbit hole with Alice to
          the Mad Hatter's tea party! Across
          the seas with Moby Dick! Into the
          cellar with Cinderella - and yes,
          Noodle, we shall go to the ball.
                                                        79.


The ballroom scene from Cinderella appears in the library,
hundreds of illustrated dancers waltzing around them. Willy
and Noodle join them.

                    EVERYONE
          If you want to see Paradise,
          Simply turn a page and view it.
          Find out how Da Vinci drew it?
          Want to go to Mars?
          There's nothing to it.

The library clock chimes twelve and the illustrate people
descend back into their books. The spell is over.

Noodle sings the last verse alone.

                    NOODLE
          There is no life I know
          That compares with pure imagination.
          But now he's made me dream
          There's a better world for me.

THE SONG ENDS. Willy looks around, awestruck.

                    WILLY
          A whole world of literature,
          Noodle. Where should we start?

                    NOODLE
          How about here?

The rest of the Wash House Workers have arrived. Abacus hands
Noodle an envelope which she slides across to Willy.

Puzzled, he opens it.

                    WILLY
          "Commercial Leasehold Agreement."

He looks at her questioningly.

                    NOODLE
          Go on.

                    LARRY CHUCKLESWORTH
          It gets better.

                    WILLY
          "The following is a leasehold
          agreement between the management
          board of the Galeries Gourmet,
          hereinafter the landlord, and Mr
          William Wonka..." That's me.
                                                             80.


     Willy stares at the paper, flabbergasted.

                         NOODLE
               You know that shop? The one you've
               been dreaming of?

     He nods, amazed. Abacus holds up a SET OF KEYS.

63                                                                63
     INT. WILLY'S CHOCOLATE SHOP - DAY

     Willy opens the door, scarcely able to breathe.

     The shop has seen better days. Paint is peeling off the walls
     and the ceiling has fallen in, sending an old chandelier
     crashing to the floor -- but it's still somehow magical.

     Willy looks around, speechless. The others follow them in.

                         ABACUS CRUNCH
               Now I know what you're thinking. It
               may need a little work...

                         LARRY CHUCKLESWORTH
               If that's a joke, it's not funny.
               And I know not-funny.

     Piper fits two ends of a cable together. The lights come on.

                         PIPER BENZ
               Looks like someone left the water
               running and the ceiling fell
               through. And the ceiling above
               that. And the ceiling above that!

                         ABACUS CRUNCH
               But that means we can afford it -
               for a week, anyway.

                         LOTTIE BELL
               And we'd finally be legitimate. The
               police would have no excuse to keep
               bothering us.

     Noodle looks anxiously at Willy. He still hasn't said a word.

                         NOODLE
               What do you think, Willy? Do you
               like it?

                         WILLY
               Do I like it?! Noodle, it's just
               how I always imagined. No. Scratch
               that. Better than I imagined.
                         (MORE)
                                                             81.
                         WILLY (CONT'D)
               I mean sure, it's a wreck, but look
               at the potential, the bones! This
               is going to be the best chocolate
               shop in the world. You're not going
               to be scrub scrubbing much longer,
               Noodle. We'll all be free! As free
               as flamingoes!

     Noodle so overwhelmed with emotion she can't help but throw
     her arms around him and give him the most almighty hug.

                         ABACUS CRUNCH
               Alright! We're not out of the woods
               yet. We'd best get back to the Wash
               House before roll call...

64                                                             64
     EXT. ALLEY - NIGHT

     Willy, Noodle and the other workers climb up out of the storm
     drain in the alley near Scrubitt and Bleacher.

     They get back into their laundry bags and climb into the
     cart. Watching from the rooftop are the Cartel and the Chief,
     who is compulsively eating chocolates.

                         CHIEF
               There's six of them in total,
               including the little girl. She
               seems to be the brains of the
               operation. They're based at a
               laundry called Scrubitt and
               Bleacher.

     Slugworth turns sharply at the name.

                         SLUGWORTH
               Scrubitt's?

                         CHIEF
               Yeah, why? Do you know it?

                         SLUGWORTH
               Yes, as a matter of fact I do.

                         CHIEF
               They just rented a shop, so legally
               I can't touch them, but illegally,
               I'm happy to do whatever you guys
               want next -- and I mean anything.
               You want them all to have a little
               accident...
                                                        82.


                    PRODNOSE
          In which they die?

                    CHIEF
          Not a problem. But it's gonna cost
          you a lot more chocolate.

                    SLUGWORTH
          Alright, Chief...

                    CHIEF
          And I'd be very grateful if you
          could give me an advance cause
          those other boxes you gave me?
          They're gone.

                    FICKELGRUBER
          What? All of them?

                    CHIEF
          Yep. I been eating these little
          paper cases for the past three
          days. You think they're gonna give
          you the same hit. They don't. You
          gotta help me, Mr Slugworth,
          please. I got a taste for the brown
          stuff. I got it real bad.

                    SLUGWORTH
              (handing him a box)
          Here you go, Chief. And there's
          plenty more where that came from,
          but you stand down for now. We'll
          give you a call when the time is
          right.

                    CHIEF
          Thank you, Mr Slugworth. You're a
          good man.

He leaves. The others turns back to the window. Slugworth is
staring closely at Noodle.

                    FICKELGRUBER
          What is it, Arthur?

                      SLUGWORTH
          The girl.

                    FICKELGRUBER
          You don't really think it could be
          her, do you?
                                                             83.


                         SLUGWORTH
               I do.

                         FICKELGRUBER
               You always assured us she wouldn't
               be a problem.

                         PRODNOSE
               He's right! You did assure us.

                         SLUGWORTH
               She won't be. And nor will Wonka.
               I'll see to it, personally.

65                                                               65
     EXT. SCRUBITT AND BLEACHER - EVENING

     Distant thunder roll as a shadowy figure approaches the front
     door and knocks. Mrs Scrubitt draws back the hatch.

                         MRS SCRUBITT
               Who is it? What do you want?

                         SLUGWORTH
                   (stepping into the light)
               Mrs Scrubitt?

                         MRS SCRUBITT
               Mr Slugworth!

     She opens the door as Bleacher comes downstairs. They are
     both wearing identical, short-cut kimonos.

                         BLEACHER
               Who is it, my s-- Stone me!

     He awkwardly tries to pull his kimono down.

                         MRS SCRUBITT
               To what do we owe this honour, sir?

                         SLUGWORTH
               You have a guest, a Mr Wonka. He's
               been sneaking out to sell chocolate
               with the help of your serving girl.

                         MRS SCRUBITT
               The little brat.

                         SLUGWORTH
               Well quite. I wondered if you might
               help me put them out of business...

     A flash of lightning takes us to...
                                                               84.

66                                                                66
     INT. GALERIES GOURMET - MORNING

     It's ten o'clock on opening day. Willy stands outside his
     shop, his clothes cleaned and repaired, looking just like the
     Wonka we know and love. He addresses the passers-by.

                         WILLY
               Ladies and Gentlemen, greetings to
               you all and welcome to Wonka's!
               Tremendous things are in store,
               both literally and metaphorically!

     An OLD MAN stops, confused.

                         OLD MAN
               What? In there?

     Finally we see Willy's shop. It looks just as derelict and
     disused as ever. But Willy has a familiar glint in his eye.

                            WILLY
               Humour me.

     He starts to sing A WORLD OF YOUR OWN.

                         WILLY (CONT'D)
          Close your eyes and count to ten!
          Make a wish! Now open them!

     The Old Man reluctantly does so -- and the front of the store
     transforms in front of his eyes.

     The newspaper blinds in the window rise to reveal jars upon
     jars of chocolate. A sign made of multiple bars of chocolate
     slides into position and braziers burst into flame.

                         WILLY (CONT'D)
          Here's a store that's like no other.
          If it were I wouldn't bother!

     Willy takes the Old Man's arm and leads him towards the
     darkened store -- then stops abruptly at the doorway.

                         WILLY (CONT'D)
          Chocolate bushes, chocolate trees,
          Chocolate flowers and chocolate bees...

     As Willy mentions each of these chocolate marvels in turn,
     one of the Wash House Workers produces an example.

     Willy takes the chocolate flower and hands it to the Old Man,
     who tastes it as Willy heads into the darkened shop.
                                                                85.

67                                                                67
     INT. WONKA'S CHOCOLATE SHOP - CONTINUOUS

     Willy lights a match and puts it to the chandelier.

     Abacus gives a signal and the other Workers pull on a rope
     which hoists it upwards, revealing an ENCHANTED LAND made of
     chocolate and candy.

                         WILLY
          Chocolate memories that a boy once saved
          Before they melted away...

     A lush green meadow of chocolate grass is studded with
     chocolate flowers and toadstools made of icing.

     In the centre of the meadow is an enormous tree, its trunk
     carved from solid dark chocolate, its branches dipping into a
     chocolate river flowing through the store.

     Now a CHOCOLATE BARGE appears sailing along the chocolate
     river and we realise what Willy has done.

     He has recreated his childhood home in chocolate.

     He steps on board as he sings, losing himself in nostalgia.

                         WILLY (CONT'D)
          A world of your own,
          A place to escape to.
          A world of your own
          Where you can be free.

          Wherever you go,
          Wherever life takes you,
          This is your home,
          A world of your own.

     Customers flood in as Willy leaps onto the chocolate barge.
     Noodle and Lottie hand out baskets while the other Workers
     operate the machines that lend the shop its theatrical magic.

                           WILLY (CONT'D)
          Here   is the child that you left behind.
          Here   is the kid with the curious mind.
          Here   is the wonder we used to feel
          Back   when the magic was real.

     Willy disappears from the barge in a puff of smoke, then
     appears climbing up the trunk of the tree.

                         WILLY (CONT'D)
          A world of your own.
          A place to go when you're
          Feeling alone,
                                                        86.


     Feeling unsure.
     Embrace the unknown!
     Enjoy the adventure!

Willy climbs up through the branches to the tree's canopy.
Abacus operates a cotton candy machine producing clouds.

                    WILLY (CONT'D)
     Let's go strolling in the clouds.
     Grab a handful! It's allowed!
     Clouds are made of cotton candy,
     Just keep your umbrella handy...

He leaps onto a cloud and throws candy to the people below,
who have been given Wonka umbrellas to protect themselves.

                    WILLY (CONT'D)
     Cos there's a hard rain gonna fall!
     Humbugs, gum drops, and aniseed balls!

Finally, INDOOR FIREWORKS blast across the sky, leaving
EDIBLE STRING in their wake, which customers grab eagerly.

                    WILLY (CONT'D)
     Fireworks bring sugar string to chew!
     All the colour of the rainbow --
     And some others too!

Willy grabs hold of a bubblegum balloon, leaps from the cloud
and sinks slowly back to the ground floor.

                    CUSTOMERS & WILLY
     A world of our own.
     A place to escape to.
     A world of our own,
     Where we can be free.
     Wherever you go,
     Wherever life takes you,
     This is our home!
     A world of our own!

THE SONG ENDS.

The Old Man stands at the till with armfuls of chocolates.
Noodle is packing his bags while Abacus tots up his bill.

                    ABACUS CRUNCH
          So that's four dozen roses, and a
          bag of pears and one giant pretzel.

                    OLD MAN
          Giant?
                                                         87.


Abacus takes the Old Man's regular sized pretzel, puts it in
a PRETZEL ENLARGING MACHINE, and hands him a giant pretzel.

                    ABACUS CRUNCH
          That comes to er... nine hundred
          and eighty sovereigns.

                    OLD MAN
          A bargain at half the price!

Noodle stares as the Old Man hands over ten notes.

                    ABACUS CRUNCH
          Thank you, sir. How do you want
          your change? Spendable or edible?

                    OLD MAN
          Ooh, edible please!

The back of the till dispenses twenty chocolate coins.

                    ABACUS CRUNCH
          Thank you! And don't forget to eat
          your basket!

As the Old Man walks away, he notices other customers are
eating their shopping baskets.

Noodle turns to Abacus, delighted.

                    NOODLE
          Abacus, that man just gave us a
          thousand sovereigns!

                    ABACUS CRUNCH
          I know, Noodle! Who's next?

There are dozens of customers waiting to pay.

The Old Man cheerfully tucks into a blue flower as he heads
out -- then stops the sight of his reflection in the door.

                    OLD MAN
          Er... Mr Wonka?

                    WILLY
          Yes?

Willy is horrified to see the Old Man sprouting PURPLE HAIR.

                    OLD MAN
          What's going on here?
                                                        88.


                    WILLY
          Oh. Oh my goodness.

                    OLD MAN
              (his hair still growing)
          What is this?

                    WILLY
          It's... it's impossible! Unless...

Willy takes a flower from the Old Man and tastes it.

                    WILLY (CONT'D)
          Yeti sweat!

                    OLD MAN
              (now half-wizard)
          Yeti sweat?!

                    WILLY
          The most powerful hair potion in
          the world. But I didn't put it in
          there...
              (addressing the room)
          Ladies and Gentlemen, there seems
          to have been a manufacturing error.
          Please, nobody eat the flowers!

Several customers look up from the flower beds -- but it's
too late. Wildly coloured hair is already sprouting from
their heads.

                       BLUE-HAIRED CUSTOMER
          Why not?

                    PINK-HAIRED CUSTOMER
          What's wrong with them?

                    DUCHESS
          What's the matter with these
          toadstools! My daughter had one
          bite and just look at her!

Her child has a Zapata moustache already curling at the ends.

                       DAUGHTER
          I like it!

                    DUCHESS
          Oh don't be ridiculous, Gertrude.
          Do you think Granny will kiss you
          with a face like that?
                                                             89.


                         DAUGHTER
               That's why I like it!

                         GREEN-FACED CUSTOMER
               The chocolate milk's alright. Isn't
               it?

                         WILLY
               Chameleon juice? In the milk?! I'm
               terribly sorry, everyone. I don't
               know how this could have happened --
               but the chocolates have been
               poisoned!

                         PINK-HAIRED CUSTOMER
               "Poisoned?"

                         GREEN-FACED CUSTOMER
               "Poisoned?"

                         DUCHESS
               He poisoned my child!

                         WILLY
               I didn't poison anyone.

                         OLD MAN
               I want my money back!

                         ORANGE-HAIRED CUSTOMER
               I want compensation!

                         GREEN-FACED CUSTOMER
               I want revenge!

     He throws a chocolate pear. Willy ducks and the pear smashes
     into the wall behind him -- but the temperature has raised.

     Now all the customers all start jeering and throwing pieces
     of chocolate at Willy. The Wash House Workers try to calm the
     angry customers -- but it's hopeless.

     In the melée, the Duchess slips into the backstage area and
     cuts a rope -- and the OIL CHANDELIER comes crashing down
     onto the floor where it EXPLODES INTO FLAMES.

68                                                               68
     INT. CHOCOLATIERS' OFFICES - DAY

     Slugworth, Fickelgruber and Prodnose watch delighted from
     their offices as fire begins to consume the shop.
                                                               90.


                         SLUGWORTH
               That, I believe, is the end of
               Wonka's Chocolate Shop.

69                                                               69
     INT. WILLY'S SHOP - EVENING

     The fire has been extinguished, but the shop has been utterly
     destroyed. The great tree has melted into a strange, sinister
     twisted shape, and the barge is half-sunken in the river.

     Willy and the others stand, shell-shocked.

                         LOTTIE BELL
               I don't understand. What...?
               What...?

     Lottie lapses back into silence, her hope extinguished.

                         PIPER BENZ
               What happened?

                         ABACUS CRUNCH
               Isn't it obvious? The Chocolate
               Cartel.

                         NOODLE
               It's ok, Willy. We can start again,
               we can rebuild.

                         WILLY
               There's no point, Noodle. It didn't
               work.

                         NOODLE
               What do you mean?

                         WILLY
               She promised she would be here. She
               wasn't.

                         NOODLE
               Wait, you didn't really think...

                         WILLY
               No, I did. Just a stupid dream.

                         NOODLE
               Don't say that. Don't you ever--

                         ABACUS CRUNCH
               Come on, Noodle. I think Mr Wonka
               needs to be alone.
                                                        91.


Abacus leads Noodle and the others away.

Willy sits alone, gazing at his mother's old chocolate bar.

                    MAMMA (V.O.)
          Every good thing in the world
          started with a dream. So you hold
          onto yours. And when you do share
          chocolate with the world, I'll be
          right there beside you.

A tear rolls down Willy's cheek. And then:

                    SLUGWORTH (O.S.)
          Terrible shame what happened here.

Willy turns to see the Cartel coming into the shop.

                    WILLY
          I take it you're responsible.

                    SLUGWORTH
          Us? No! Well, not personally. We
          may have "encouraged" Mrs Scrubitt
          to "enhance" your creations.

                    PRODNOSE
          We paid her to poison them.

                    SLUGWORTH
          Thank you, Gerald.

                    PRODNOSE
          You're welcome.

                    WILLY
          So why have you come? To gloat?

                    SLUGWORTH
          Oh no, Mr Wonka. I don't waste my
          time with that sort of thing. We've
          come to offer you a deal.

Fickelgruber kneels down to open his suitcase. Inside are six
bundles of bank notes. He lifts one and shows it to Willy.

                    FICKELGRUBER
          This is the precise amount you owe
          Mrs Scrubitt.

Fickelgruber hands him several more bundles of notes.
                                                             92.


                         FICKELGRUBER (CONT'D)
               This is for the number-cruncher,
               the plumber, the telephonist, the
               so-called funny-man...

                         PRODNOSE
               By which he means not funny.

                         FICKELGRUBER
               Yes. And this is for the girl.

     He hands Willy a bundle far bigger than the others.

                         SLUGWORTH
               We've put in a bit extra for her.
               So she can get a place to live.
               Clothes. Toys. Books.

     That word: books.

                         SLUGWORTH (CONT'D)
               You could change her life, Mr
               Wonka, change all their lives.

                         WILLY
               What would I have to do?

                         SLUGWORTH
               Leave town. And never make
               chocolate again. There's a boat
               sailing at midnight. And for their
               sake, as much as your own, I hope
               you're on board.

     Willy realises he doesn't have much of a choice.

70                                                             70
     EXT. SCRUBITT AND BLEACHER - NIGHT

     Willy walks slowly back to the laundry, singing a sad reprise
     of FOR A MOMENT.

                         WILLY
          Sorry, Noodle.
          I guess I got carried away.
          Sorry, Noodle.
          I hope you'll forgive me one day.

     Mrs Scrubitt is waiting for him in the doorway.

                         MRS SCRUBITT
               Checking out, are we?

     He nods -- and goes inside.
                                                                93.

71                                                                71
     INT. WILLY'S ROOM - NIGHT

     The MUSIC CONTINUES as Willy packs away his sample case.

                         WILLY
          I just wanted it
          To feel the way that it did
          When I was a kid.

     He looks sadly at the picture of his mother inside, then
     closes the class.

72                                                                72
     INT. STAFF CORRIDOR - NIGHT

     Bleacher stands guard while Willy walks towards the stairs.
     He pauses by the door to Noodle's room.

                         WILLY
               Sorry, Noodle.

     He desperately wants to knock, to talk to her, to explain,
     but Bleacher shakes his head -- and Willy heads downstairs.

73                                                                73
     INT. NOODLE'S ROOM - NIGHT

     As Willy leaves, some sixth sense wakes Noodle.

     She runs to the window and looks down to see Willy handing
     the Cartel's money over to Mrs Scrubitt.

                         NOODLE
               Willy!

     Willy glances up at her for a moment -- then turns away.
     Noodle's heart breaks as she watches him leave.

                 NOODLE (CONT'D)                 WILLY
     For a moment                    Sorry, Noodle.
     Life didn't seem quite so bad   I guess it just wasn't to be.
     For a moment                    Very soon you'll,
     I almost forgot to be sad.      You'll forget about me.
     I thought we were friends       At least this will buy
     But see how it always ends.     You a better life.

                         WILLY (CONT'D)
               Goodbye, Noodle.

     He disappears round the corner out of sight.

                         NOODLE
               When will you ever learn
               That you always get burned
                         (MORE)
                                                                94.
                         NOODLE (CONT'D)
               If you drop your defence,
               If you stop making sense,
               If you drop down your guard,
               Let them into your heart
               For a moment.
               For a moment.

     Devastated, Noodle sits on her bed and weeps.

74                                                                74
     EXT. DOCKS - NIGHT

     Willy arrives back at the docks where he first came in.
     Waiting are the Chief and the three chocolatiers.

                         SLUGWORTH
               Your ticket, Mr Wonka. One way. To
               the North Pole.

                         FICKELGRUBER
               It's Premium Economy.

                         PRODNOSE
               Basically the same as Economy but
               you do get a little bit of legroom
               and a bag of complimentary peanuts.
                   (off the other's looks)
               But we don't need to go into that.

     The ship sounds its horn. It's midnight.

                         SLUGWORTH
               Goodbye, Mr Wonka.

     Slugworth removes a glove and grasps Willy's hand with
     another bone-crushing handshake.

     Willy heads up the gangplank and hands his ticket to the
     Captain -- who surreptitiously nods to Slugworth.

75                                                                75
     EXT. DECK - NIGHT

     The boat heads out of harbour towards the ocean.

     Willy rounds a corner to find a HARD WOODEN BENCH, its three
     seats separated by arm rests. Over one of the seat-backs is
     an antimacassar, on which is written "PREMIUM ECONOMY".

     Willy pulls his coat around him as snow starts to fall. And
     then, just when he thought things couldn't get any worse, he
     hears a DISTINCTIVE WHISTLE -- then the OOMPA LOOMPA theme.
                                                        95.


                    OOMPA LOOMPA (O.S.)
     Oompa Loompa Doompety Dee,
     I'm not in Premium Economy.
     I'd go First Class if I were you
     Like the Oompa Loompas doompety-do!

The Oompa Loompa rounds a corner with a trunk which unfolds
to reveal a comfortable reclining chair and minibar.

                    WILLY
          So glad you're here.

                    OOMPA LOOMPA
              (making a cocktail)
          Oh I'm not letting you out of my
          sight, Willy Wonka, not til you've
          paid your debt. But I bring glad
          tidings on that score!

                    WILLY
          What's that then?

                    OOMPA LOOMPA
          I've been doing my sums. One more
          jar and we're even. Or if you
          prefer, I will accept half a jar of
          those rather amusing hoverchocs.

                    WILLY
          Well, you're out of luck. I don't
          make chocolate anymore.

                    OOMPA LOOMPA
          Please don't tell me you're going
          through with this ridiculous deal.

                    WILLY
          I have to. For Noodle. I promised
          her a better life. Pinkie promised.

                    OOMPA LOOMPA
          You should stand up to those
          bullies, give them the old one-two.
          That's what an Oompa Loompa would
          do. But if you're determined to sit
          there feeling sorry for yourself,
          I'm going flat. Good night, sir.

He puts on an eye-mask, then presses a button on the side of
his seat. It reclines with an electronic whirr.

Willy is staring at his hand. Something has caught his eye.
                                                           96.


                       WILLY
          Huh.

The Oompa Loompa presses the button again. Another whirr
brings him back up. He lifts his eye mask.

                    OOMPA LOOMPA
          What is it?

                    WILLY
          No, it's nothing.

                    OOMPA LOOMPA
          It is something. You said, "Huh."

                    WILLY
          Sorry, forget it.

                       OOMPA LOOMPA
          Very well.

The Oompa Loompa lowers his eye mask and reclines once more.

                       WILLY
          Huh!

                    OOMPA LOOMPA
              (raising the seat)
          You did it again. And if you don't
          explain, I shall poke you quite
          viciously with a cocktail stick.

                    WILLY
          Look. Where Slugworth shook my
          hand. His ring left a mark. An 'A'
          surrounded by 'S's.

                    OOMPA LOOMPA
          So? His name's Arthur Slugworth.
          It's probably a family ring.

                    WILLY
          Yes, but Noodle has one just like
          it.

                       OOMPA LOOMPA
          Noodle?

                       WILLY
          Uh-huh.

                    OOMPA LOOMPA
          Why would the orphan Noodle have a
          Slugworth family ring?
                                                             97.


                         WILLY
               Only one reason I can think of.

                         OOMPA LOOMPA
               Well what is it?

                         WILLY
               And if I'm right, she could be in
               great danger.

                         OOMPA LOOMPA
               Come on, Wonka, spit it out.
               Produce your owl-pellet of wisdom.

                         WILLY
               There's no time. I've gotta get
               back. Captain!

                         OOMPA LOOMPA
               Wonka? Wonka! Come back here! I
               demand an explanation!

     Willy bounds up to the bridge. He opens the door to see a
     FUSE WIRE burning inexorably towards a pile of DYNAMITE.

                         OOMPA LOOMPA (CONT'D)
               On second thoughts, the explanation
               can wait.

     He inflates a life-jacket.

                         OOMPA LOOMPA (CONT'D)
               Good day, sir!

     He leaps off the boat. Willy follows him.

76                                                               76
     EXT. WHARF - NIGHT

     The Chief watches with the three Chocolatiers as the boat
     heads towards the horizon.

     The boat, very small in the distance, explodes.

                         CHIEF
               Well, gentlemen, one dead
               chocolatier, as requested.

     Slugworth raises a walkie-talkie.

                          SLUGWORTH
               Miss Bon-bon? Give the Chief his
               chocolate.
                                                             98.


     Miss Bon-bon -- sitting in a crane -- lowers an enormous
     CRATE OF CHOCOLATE onto the roof of the Chief's Police car.

                         CHIEF
               Excuse me, gentlemen. I got a date
               with some chocolate.

77                                                             77
     INT. SCRUBITT AND BLEACHER - DAWN

     The Workers and Noodle file miserably downstairs -- where Mrs
     Scrubitt is waiting for them.

                         MRS SCRUBITT
               My my, what a lot of long faces we
               have this morning. It's almost like
               you lot had a sneaky plan to
               wriggle out of your contracts --
               which spectacularly backfired.

     The others exchange looks, realising she's onto them.

                         MRS SCRUBITT (CONT'D)
               Oh I know everything that goes on
               in my Wash House. Well I got some
               good news for you, not that you
               deserve it.

     She gestures for them to follow her into the shop.

                         MRS SCRUBITT (CONT'D)
               Your friend Mr Wonka done a deal
               with the cartel. Gave up his dream
               to settle your accounts. Mr Crunch?

                         ABACUS CRUNCH
               Here?

     She produces the bundle of notes she received from Willy to
     settle his account -- and stamps a receipt.

                         MRS SCRUBITT
               You're free to go.

     Abacus, stunned, stands rooted to the spot.

                         BLEACHER
               Scram, bookworm!

     Abacus finally moves, takes his receipt and leaves.

                         MRS SCRUBITT
               Bell? Get out of it.
                                                99.


She takes her receipt and goes.

                    MRS SCRUBITT (CONT'D)
          Benz?

                    PIPER BENZ
          You don't gotta tell me twice.

She takes her receipt and leaves.

                    MRS SCRUBITT
          Chucklesworth?

                     LARRY CHUCKLESWORTH
              (taking his receipt)
          You've been a terrible audience,
          goodnight!

                    MRS SCRUBITT
          Yeah, well you ain't been much of a
          comedian, mate.

                    LARRY CHUCKLESWORTH
          I know.

He makes to leave, but Bleacher stops him.

                     BLEACHER
          Hey, Larry. Keep going. You've got
          something.

                    LARRY CHUCKLESWORTH
          You scare me.

He leaves. Mrs Scrubitt turns to Noodle.

                    MRS SCRUBITT
          And finally, Noodle. Biggest pile
          of the lot. But this isn't to pay
          your bill. This is to keep you
          here.

                    NOODLE
          What?

Bleacher locks the door. Noodle is trapped.

                    MRS SCRUBITT
          Mr Slugworth doesn't think nasty
          little urchins like you should be
          out on the streets, lowering the
          tone.
                    (MORE)
                                                               100.
                         MRS SCRUBITT (CONT'D)
               So he paid me this money to keep
               you down in the Wash House for
               good. And I'm only too happy to
               oblige.

     Noodle runs at her, furious.

                         NOODLE
               I hate you!!

     Bleacher grabs her from behind and she flails helplessly.

                         MRS SCRUBITT
               Look at her go, Lord Bleachowitz.

                         NOODLE
               Lord Bleachowitz? You don't still
               think he's a lord, do you?
                   (off Mrs Scrubitt's look)
               We made it up, you stupid old hag!

                         BLEACHER
               She's lying! I am a lord!

     Mrs Scrubitt's face contorts as she goes from horror to
     embarrassment and finally rage.

                         MRS SCRUBITT
               Right! That's it! You're going in
               the coop, my girl.

     She grabs Noodle by the ear and drags her out past Bleacher,
     who is just as stunned by the revelation.

                         MRS SCRUBITT (CONT'D)
                   (tearful)
               And take them dungarees off, you...
               you peasant!

                         BLEACHER
               But... Puffy-wuff! I wuv oo.

78                                                                78
     EXT. COOP - DAWN

     Noodle is thrown into the pigeon coop and Mrs Scrubitt slams
     the door behind her. Noodle sits in the small, freezing coop,
     a single tear running down her cheek.

     Suddenly, a familiar face pops into view at a hatch.

                         WILLY
               Hello, Noodle.
                                                       101.


                    NOODLE
          Willy! I thought you'd gone!

                    WILLY
          I did. Slugworth promised you a
          better life -- but he didn't
          exactly keep his word. So I came
          back. We all did!

Noodle pops her head out the hatch and sees Willy has roped
four ladders together. The other Workers stand at the bottom
of the ladder, waving to Noodle.

                    NOODLE
          He wants me locked up forever.

                    WILLY
          Well of course he does.

Willy gets a screwdriver out of his cane and starts
dismantling the coop from the outside.

                    NOODLE
          Why? What's he got against me?

Willy isn't sure whether to tell her his theory just yet.

                    WILLY
          I don't know, Noodle, not for sure.
          All I know for certain is you won't
          be safe until he's behind bars.

Abacus climbs up the ladder to the coop.

                    ABACUS CRUNCH
          And how exactly is that supposed to
          happen?

                    WILLY
          Abacus! You said the Cartel keep a
          record of all their dirty deeds...

                    ABACUS CRUNCH
          In the greed ledger.

                    WILLY
          So if we could get ahold of that we
          could prove they pay Scrubitt and
          Bleacher to poison our chocolate.
          They'd all go to jail and Noodle'd
          be free.
                                                     102.


                    ABACUS CRUNCH
          Yes, but may I remind you they keep
          that ledger in a vault...

                    LOTTIE BELL
          Guarded by a corrupt cleric...

                    LARRY CHUCKLESWORTH
          And five hundred chocoholic monks.

                    WILLY
          That's all true. But I went for a
          long cold swim this morning. Cold
          water's very good for the brain.
          Stimulates the neural pathways. And
          after just four miles I figured out
          how an ingenious orphan, an
          accountant, plumber, telephone
          operator and man who can talk
          underwater could combine those
          skills and pull of the heist of the
          century.

                    ABACUS CRUNCH
          But even if we could get our hands
          on that ledger, the Cartel will
          simply bribe their way out of
          trouble. It's what they do.

                    NOODLE
          The greedy beat the needy every
          time, remember? It's just the way
          of the world.

                    WILLY
          You're right, Noodle. I hate to
          admit it, but you are. Which is why
          there's one other thing to do.

                    NOODLE
          What's that?

                    WILLY
          Change the world.

Willy has unscrewed the hatch, which springs open.

                    NOODLE
          Where do we start?
                                                            103.

79                                                                79
     EXT. CATHEDRAL - MORNING

     It's 8am. The Priest approaches the Cathedral and knocks. As
     he waits for the Monks to open the doors, he's approached by
     a BEGGAR GIRL in a shawl.

                         BEGGAR GIRL
               Couldn't spare a piece of chocolate
               for a starvin' orphan, could ya?

                          PRIEST
               I'm sorry, my child, I don't have
               any on me.

                         BEGGAR GIRL
               Oh that's a shame, Father.

     The Monks open the door and as the Priest pushes past her,
     surreptitiously popping a piece of chocolate in his mouth.

                         BEGGAR GIRL (CONT'D)
                   (to herself)
               Then have some acacia mints.

     But the Beggar Girl has simultaneously slipped something in
     the Priest's pocket -- a handful of ACACIA MINTS.

     The Beggar Girl turns away -- and we discover it's NOODLE.

80                                                                80
     EXT. ZOO / SECURITY LODGE - MORNING

     The Zoo Security guard eyes another Big Night Out Chocolate
     which has been delivered with a note.

                         ZOO SECURITY GUARD
                   (reading)
               "Basil Bond, Employee of the
               month!" Well that's lovely...

     He puts the chocolate in his mouth and passes out. Willy and
     Abacus slip into the security lodge and grab some VAN KEYS.

81                                                                81
     INT. ZOO TRANSPORT VAN - DAY

     Abacus drives the tall, rickety zoo transport van. In the
     back, Willy tends to the giraffe.

                         ABACUS CRUNCH
               Everything alright back there?
                                                            104.


                         WILLY
               Everything's fine, isn't it,
               Abigail?

     The Giraffe snorts. They approach a low bridge.

                         ABACUS CRUNCH
                   (to Willy)
               Ooh! Tell her she might want to
               duck.

                         WILLY
               Might want to what?

                            ABACUS CRUNCH
               Duck!!

     Abigail ducks as the tall van just SCRAPES under the bridge.

82                                                             82
     EXT. ALLEY NEAR CATHEDRAL - DAY

     Abacus parks the van in a deserted alley.

83                                                             83
     INT. CATHEDRAL - DAY

     The Priest stands by the great doors, addressing the hundreds
     of assembled monks.

                         PRIEST
               Good morning, Brethren.

                         BRETHREN
               Good morning, Father.

                         PRIEST
               Now as you all know, it's Baron Von
               Schmeichelhammer's funeral today
               and his widow is a bit of a pious
               type, so I don't want anyone eating
               chocolate during the service.

                         BRETHRED
               Yes father.

                         PRIEST
               We all know that one day we shall
               be judged for our sins, but it's
               not going to be today.

                            BRETHREN
               Amen.
                                                              105.


     He turns as two monks open the doors...

84                                                                84
     EXT. CATHEDRAL - CONTINUOUS

     The Priest steps out through the door -- and freezes.

     Because standing in the middle of the street in front of him
     is the Giraffe. And she can smell ACACIA MINTS!

     The Giraffe realises the smell is coming from the Priest's
     pocket -- and starts walking in his direction.

                         PRIEST
               There there. Nice giraffe.

     He backs away a few steps, then turns and runs back into the
     Cathedral, the GIRAFFE CHARGING AFTER HIM.

85                                                                85
     INT. CATHEDRAL - DAY

     The Priest bursts in, closely followed by the Giraffe.

                         PRIEST
               Everybody out! Save yourselves!
               Judgement has come in a most
               unexpected form! Run away!

     The monks flee in panic -- while the Priest runs up the steps
     into the pulpit and grabs a telephone beneath the lectern. He
     frantically makes a call.

                         PRIEST (CONT'D)
                   (to himself)
               What have I done to deserve this?
               You know what you've done, Julius!
               Sold your soul for twenty pieces of
               chocolate! Operator? Operator!

86                                                                86
     INT. TELEPHONE EXCHANGE - DAY

     Lottie has taken the call from the Cathedral.

                          LOTTIE BELL
               Hello, Operator! How may I direct
               your call?

                         PRIEST (O.S.)
               I need the zoo! It's an emergency!
                                                               106.


                         LOTTIE BELL
               Putting you through to the escaped
               animal department now.

     Lottie beams as she connects the call -- but instead of
     putting him through to the zoo, she connects him to...

87                                                                87
     EXT. ALLEY NEAR CATHEDRAL - DAY

     Larry has taken the call on a public telephone in the alley.
     Willy, Noodle, Abacus and Piper all stand around him.

                         LARRY CHUCKLESWORTH
               Hello, zoo?

     The rest of the group make various animal noises.

                         LARRY CHUCKLESWORTH (CONT'D)
               Quieten down, you animals.
                   (underwater voice)
               You too, octopus!
                   (regular voice)
               What? Oh yeah, I think we did lose
               a giraffe. Well it's easy to do.
               They're hard to spot, you know!

     A STREAM OF INVECTIVE comes indistinctly down the line.

                         LARRY CHUCKLESWORTH (CONT'D)
               Ok! I'll send the guys round!

88                                                                88
     INT. CATHEDRAL - DAY

     The Priest hangs up. Then hears breathing behind him. He
     slowly turns to see the giraffe inches from his face.

     He freezes in terror as the giraffe sniffs him, seeking out
     the acacia mints.

     Finally the Priest vaults over the edge of the pulpit, his
     pocket tearing as he goes, and flees, leaving the giraffe
     munching happily on the mints.

                         PRIEST
               I'm a sinner! A wicked chocoholic
               sinner!

89                                                                89
     EXT. CATHEDRAL - DAY

     The Priest, now looking distinctly dishevelled, makes it
     through the door. Two monks close it behind.
                                                               107.


     He looks up to see an entire CONGREGATION OF MOURNERS
     including a WIDOW in a veil and PALLBEARERS with a coffin.

                         PRIEST
               Good morning, everyone! Baroness,
               so sorry for your loss. We're just
               having a few technical difficulties
               so you might want to pop the late
               Baron down for a moment... Ah! The
               cavalry!

     The ZOO VAN arrives. Abacus, Piper and Larry climb out.

90                                                                90
     INT. CATHEDRAL - DAY

     Abacus, Piper and Larry wheel an ENORMOUS CAGE inside.

                            ABACUS CRUNCH
               All clear.

     Willy and Noodle emerge from a pile of straw in the cage.

     They go into the Confessional.

     Abacus presses the button in the Priest's side of the
     confessional and the elevator side starts to descend. As it
     sinks below them, Willy and Noodle step on top of the car.

91                                                                91
     EXT. CATHEDRAL - DAY

     The congregation start clapping as Abacus, Piper and Larry
     emerge with the Giraffe now happily back in her cage.

                         ABACUS CRUNCH
               Here you are, Father. One giraffe.

92                                                                92
     INT. CRYPT - DAY

     Ping! The elevator arrives in the crypt.

     The Mistress of the Keys looks up, surprised, as the elevator
     doors open. She walks over to see a box of chocolates,
     wrapped in a ribbon, has been placed on a little stand.

                         MISTRESS OF THE KEYS
                   (reading a card)
               "With thanks for all your hard
               work, Father Julius and the
               Chocolate Cartel." Oh that's sweet.
                                                            108.


     She eats one of the chocolates. It's a "Big Night Out" -- the
     same chocolate Willy and Noodle gave the Zoo Security Guard.

     Willy and Noodle -- hidden above the elevator -- watch as she
     starts singing and dancing before reaching the whisky fudge.

                         MISTRESS OF THE KEYS (CONT'D)
               I've wasted my life! Could've been
               happy but I threw a pearl away!
               I'll give him a call.

     She picks up a phone and dials.

93                                                               93
     INT. ZOO / SECURITY LODGE - DAY

     The Zoo Security Guard is still sleeping off Willy's
     chocolate when the phone rings. He comes to and picks up.

                         ZOO SECURITY GUARD
               Hello?

94                                                               94
     INT. CRYPT - DAY

                         MISTRESS OF THE KEYS
               Basil? It's Gwennie.

     Willy and Noodle share an astonished look.

                         NOODLE
                   (whispering)
               What are the chances?

                         MISTRESS OF THE KEYS
               You were right. Those days in
               Chemistry class were the happiest
               of my life.

     But then -- WHUMP! She passes out.

95                                                               95
     INT. ZOO / SECURITY LODGE - DAY

     The Zoo Security Guard looks at the phone, astonished -- and
     once more passes out.

96                                                               96
     INT. CRYPT - DAY

     Willy and Noodle leap down from their hiding place and head
     over to the vault door.
                                                            109.


     They take the key from around the Mistress of the Keys' neck
     and unlock the enormous door. They pull it open...

97                                                              97
     INT. VAULT - CONTINUOUS

     ...to find themselves in the vault, face to face with a mass
     of pipes, controls and machinery.

                            NOODLE
               Cool!

98                                                              98
     INT. SLUGWORTH'S LIMOUSINE - DAY

     Slugworth's limousine noses its way slowly through a FLOCK OF
     FLAMINGOS which are blocking the road.

                         DONOVAN
               Sorry about this, sir, but a
               seafood van spilled its load and
               there are so many blasted flamingos
               about these days...

                         SLUGWORTH
               Well hurry it along, would you?

     He switches on the radio and overhears a news story.

                         RADIO ANNOUNCER
               ...the town square was closed this
               morning after a bizarre incident at
               the city cathedral, delaying the
               funeral of noted philanthropist
               Baron von Schmichaelhammer...

     As the announcer burbles on, Slugworth looks suspicious.

99                                                              99
     INT. CATHEDRAL - DAY

     The Congregation have settled. The Priest is in the pulpit.

                         PRIEST
               In nomine Patris et Filii et
               Spiritus Sancti Amen.

     BRRRIIING BRRRIIING!! His phone rings.

                         PRIEST (CONT'D)
                   (slightly bashful)
               Sorry. I'd best get that... Hello,
               Pulpit?
                                                                110.

100                                                               100
      INT. SLUGWORTH'S CAR - DAY

      Slugworth is calling from a car phone, his vehicle still
      surrounded by flamingoes.

                          SLUGWORTH
                Father. Everything alright there?

101                                                               101
      INT. CATHEDRAL - DAY

      The Priest turns delicately away from the congregation.

                          PRIEST
                Oh yes, Mr Slugworth, all tickety-
                boo. At least it is now!
                    (chuckling)
                Hm? Oh, we had a giraffe in here
                earlier. Had to clear the whole
                place for about twenty minutes but
                everything's back to normal. Hello?

      Slugworth has hung up.

102                                                               102
      INT. SLUGWORTH'S CAR - DAY

                          SLUGWORTH
                Damn the flamingoes, Donovan. Floor
                it!

                             DONOVAN
                Yes, sir!

      Donovan hits the gas, sending flamingos flying.

103                                                               103
      INT. VAULT - DAY

      Willy and Noodle are desperately hunting for the ledger --
      but it's nowhere to be seen.

                             WILLY
                Anything?

                             NOODLE
                Nothing.

                          WILLY
                Keep looking.

                          NOODLE
                It's not here, Willy.
                                                       111.


                    WILLY
          It's gotta be! Abacus said that--

                    NOODLE
          Abacus has been in the Wash House
          for the past four years. Maybe all
          the scrubbing has gone to his head.
          Because all that's down here is a
          bunch of stupid old chocolate.

Frustrated, she throws a box at the wall. A secret panel
opens. She steps over, scarcely daring to believe, and finds
the GREEN LEDGER.

                    NOODLE (CONT'D)
          Willy, look!

Willy comes over.

                    WILLY
          That's it, Noodle. We've got them.

A GUN SHOT. They spin round to see the three Chocolatiers
standing in the doorway. Slugworth has fired into the air.

Slugworth slowly steps forward, his gun raised.

                    SLUGWORTH
          Naughty, naughty, Mr Wonka. You've
          caused us quite a bit of trouble,
          you and your... urchin.

                    WILLY
          But she isn't just an urchin is
          she, Mr Slugworth? You're family.

                    NOODLE
          What? What are you talking about,
          Willy?

                    WILLY
          You know that ring? The one you got
          from your parents? Well Mr
          Slugworth has one just like it,
          don't you, Mr Slugworth?

Noodle looks amazed at the ring around her neck.

                    SLUGWORTH
          As a matter of fact, I do. That
          belonged to my brother. Zebedee.

                    NOODLE
          Was he my father?
                                                             112.


                           SLUGWORTH
                A hopeless romantic is what he was.
                Fell in love with a common little
                bookworm, but died before they
                could marry, leaving me sole heir
                to the family fortune, or so I
                thought...

104                                                              104
      EXT. SLUGWORTH'S HOUSE - NIGHT (FLASHBACK)

      It's snowing. A poor young woman turns up on Slugworth's
      doorstep clutching a baby in her shawl.

                          SLUGWORTH (V.O.)
                But nine months later, your mother
                turned up on my doorstep, begging
                me to get a doctor for her sick
                little newborn. I said I would
                help.

105                                                              105
      INT. SLUGWORTH'S HOUSE - NIGHT (FLASHBACK)

      Slugworth puts the child in a laundry bag.

                          NOODLE (V.O.)
                But you didn't, did you?

106                                                              106
      EXT. SCRUBITT AND BLEACHER - NIGHT (FLASHBACK)

      Slugworth walks up the street by the laundry. He checks
      nobody is watching -- then slips the bag down the chute.

                          NOODLE (V.O.)
                Instead you put me down a laundry
                chute...

107                                                              107
      INT. WASH HOUSE - NIGHT (FLASHBACK)

      Mrs Scrubitt sees the laundry bag and opens it to find the
      baby, the ring on a chain around her neck.

                          NOODLE (V.O.)
                Mrs Scrubitt found me. She saw the
                ring, thought it was an `N' and
                called me Noodle. But it wasn't. It
                was `Z' for `Zebedee'.
                                                             113.

108                                                            108
      EXT. SLUGWORTH'S HOUSE - NIGHT (FLASHBACK)

      The Poor Young Woman comes back to collect her baby.

                          SLUGWORTH (V.O.)
                When your mother returned, I told
                her you'd died, buried in a
                pauper's grave.

      The Poor Young Woman drops to her knees, howling.

                          SLUGWORTH (V.O.)
                She was heartbroken of course, but
                I gave her a handful of sovereigns
                and had her escorted from my
                property.

      Slugworth drops a handful of coins at her feet.

109                                                            109
      INT. VAULT - DAY

      Noodle has listened, tears in her eyes.

                          NOODLE
                What was her name?

                          SLUGWORTH
                Eh?

                          NOODLE
                My Mom? What was her name?

                          SLUGWORTH
                Ooh. Now then, umm... No, I don't
                think I can remember that. You must
                understand she was very poor.

      Fickelgruber retches.

                          SLUGWORTH (CONT'D)
                Sorry, Felix.

      Willy has been looking in the ledger.

                          WILLY
                Her name was Dorothy. Dorothy
                Smith. Says so right here.

      Noodle looks over, moved.
                                                             114.


                          SLUGWORTH
                Well this is all very touching but
                back to business. We'll take that,
                thank you very much.

      Fickelgruber takes the ledger from Willy and returns it to
      its secret compartment.

                          SLUGWORTH (CONT'D)
                How much chocolate have you got at
                your factory, Fickelgruber?

                          FICKELGRUBER
                About eighty thousand gallons.

                            SLUGWORTH
                Prodnose?

                          PRODNOSE
                Seventy five.

                          SLUGWORTH
                And I've got one fifty. Should be
                just about enough.

                            NOODLE
                For what?

                          SLUGWORTH
                Death by chocolate!

                          PRODNOSE
                And we don't mean the pudding.

      He gestures for Willy and Noodle to head through the
      watertight door into the chocolate tank.

110                                                            110
      INT. CHOCOLATE TANK - CONTINUOUS

      Willy and Noodle are marched across the retractable walkway
      towards the middle of the tank. Beneath their feet, huge
      mixer blades stir the chocolate.

      They reach the hub which stands, like a tiny metal island, in
      the middle of a lake of chocolate.

                          WILLY
                Considering the situation, I
                wondered if you gentlemen would do
                a good deed on my behalf.

                            FICKELGRUBER
                A what?
                                                              115.


                          PRODNOSE
                A good deed? It's a sort of
                pointless act of selflessness--

                          SLUGWORTH
                Of course Mr Wonka. What is it you
                want us to do?

      Willy reaches into his hat and pulls out a JAR OF CHOCOLATES.

                          WILLY
                I wonder if you could give these to
                someone -- only if you happen to
                see him, you understand.

                             SLUGWORTH
                Who is it?

                          WILLY
                A little orange man.

                             SLUGWORTH
                Eh?

                          WILLY
                He's about yay high, with orange
                skin and bright green hair. I owe
                him a jar and, well, I think these
                might be the best I've ever made.

                          SLUGWORTH
                In that case, I'll see he gets them
                personally. Farewell, Mr Wonka.
                Urchin.

      Slugworth presses a button and the walkway retracts, leaving
      Willy and Noodle stranded.

111                                                             111
      INT. VAULT - DAY

      The Chocolatiers seal the door to the Chocolate Tank.

      They each turn a valve.

112                                                             112
      INT. CHOCOLATE TANK - DAY

      CHOCOLATE starts to cascade from THREE OUTLETS into the tank.
                                                                116.

113                                                               113
      INT. VAULT - DAY

      They head down the hallway and into the elevator. Slugworth
      looks down at Willy's jar of chocolates.

                          SLUGWORTH
                Best he's ever made, eh?

      They all start stuffing chocolate in their mouths.

114                                                               114
      INT. CHOCOLATE TANK - DAY

      Chocolate is still pouring into the tank. Willy and Noodle
      are now having to TREAD WATER as the level inexorably rises.

                          WILLY
                I've got it!

                           NOODLE
                What is it? Did you think of
                something?

                             WILLY
                Yes I did!

      Willy pulls ingredients from his various pockets and throws
      great handfuls of them into the chocolate.

                          WILLY (CONT'D)
                If we're going to drown in
                chocolate, Noodle -- and let's face
                it, we're going to drown in
                chocolate -- then it's going to be
                Wonka chocolate!

                          NOODLE
                We're not going to drown, Willy.
                Look. There's light up there.

      Willy looks up. In the middle of the ceiling is a skylight.

                          NOODLE (CONT'D)
                We'll let the chocolate raise us
                up, bang on the glass and pray
                someone hears us.

                          WILLY
                That's a much better idea.

115                                                               115
      INT. CATHEDRAL - DAY

      PING! The elevator arrives back up in the confessional.
                                                               117.


                          PRIEST
                Now gentlemen, it was a bit of a
                close shave today and I was
                wondering if we should rethink our
                arrangement or...

      Slugworth hands the Priest the last of Willy's chocolates.
      The Priest's eyes light up.

                          PRIEST (CONT'D)
                Or just leave things as they are.

      The Cartel step out.

                          SLUGWORTH
                That Wonka might be as nutty as a
                fruit cake, but he sure knew how to
                make chocolate.

                          PRODNOSE
                Do you think we should have saved
                some for the little orange man?

                          FICKELGRUBER
                Tell me you're joking.

                          PRODNOSE
                Of course I am! Why am I?

                          SLUGWORTH
                Because there's no such thing as a
                Little Orange Man, you nincompoop.

      Slugworth throws the empty jar into a trash can.

                          PRODNOSE
                Oh I see! Well then I'm glad we ate
                his chocolates!

116                                                              116
      INT. CHOCOLATE TANK - DAY

      Willy and Noodle are approaching the top of the tank.

      The rising level of the chocolate lifts them to the skylight
      in the roof. Desperately they bang on the glass for help.

      Shadows appear over the glass. Someone has heard them!

                          NOODLE
                Look, Willy, someone's coming!
                We're saved!
                                                             118.


      But then three faces appear at the glass: Slugworth,
      Fickelgruber and Prodnose. With evil grins they wave goodbye.

                          WILLY
                I'm sorry, Noodle.

                          NOODLE
                Don't be. You found my family. A
                Mom who loved me. That's all I ever
                wanted.

                          WILLY
                Deep breath now.

      The chocolate rises the last few inches, covering their
      heads. Through the skylight we see the chocolate rising to
      the top. The tank is full.

      A long, hopeless silence.

117                                                            117
      INT. CONFESSIONAL BOOTH - DAY

      The Priest takes a bite of his chocolate.

                          PRIEST
                Ooh that is better. Honestly
                Julius, you mustn't get all worked
                up. As if some weird creature was
                going to come and punish your sins.
                It was just a bit of chocolate.

      The door opens, bathing the Priest in light.

                          OOMPA LOOMPA (O.S.)
                Correction.

      The Priest looks down to see a furious Little Orange Man
      holding the empty jar that the cartel threw in the trash can.

                          OOMPA LOOMPA (CONT'D)
                It was actually my chocolate.

      He throws the jar at the Priest's head -- CLONK -- knocking
      him cold. He then grabs the secret lever and pulls it.

118                                                            118
      INT. VAULT - DAY

      PING! The elevator arrives back in the basement. The doors
      open to reveal the Oompa Loompa wearing a pair of aviator
      goggles and a backpack.
                                                             119.


                          OOMPA LOOMPA
                You made a big mistake, gentlemen.

      He pulls a cord. MECHANICAL WINGS UNFOLD from his backpack!
      He leaps off the bench seat and soars through the crypt.

      He lands by the control panel and examines it.

                          OOMPA LOOMPA (CONT'D)
                You steal from an Oompa Loompa, we
                take back a thousand-fold!

      He pulls the lever marked EMERGENCY DRAIN.

119                                                               119
      INT. CHOCOLATE TANK - DAY

      Chocolate starts to DRAIN FROM THE TANK.

      It seems to take far too long, but Willy and Noodle finally
      break the surface and take an ENORMOUS BREATH OF AIR!

      As the chocolate drains, they start being spun around the
      vortex of the liquid -- and scream for joy!

                           NOODLE
                What's going on, Willy? What's
                happening?

                          WILLY
                It's draining Noodle, we've been
                saved!

                             NOODLE
                Who by?

                          WILLY
                Who by? The Little Orange Man, of
                course! The Little Orange Man!

      Noodle looks up and see the Oompa Loompa in the skylight,
      doffing his hat. Astonished, Noodle shrieks with glee.

                          NOODLE
                Thank you, Little Orange Man!

120                                                               120
      EXT. CATHEDRAL - DAY

      The Cartel emerge from the Cathedral as the Chief finally
      arrives in a car.
                                                       120.


                    CHIEF
          Gentlemen! Thank goodness you're
          alright! I came as fast as I could.

He tries to get out of the car -- but is now so enormously
wide he doesn't quite fit through the door.

                    CHIEF (CONT'D)
          Car shrunk.

                    SLUGWORTH
          Don't you worry, Chief. It's all
          under control. Couple of thieves
          broke in, but I'm afraid they met
          with a little accident.

                    PRODNOSE
          In which they died.

                    FICKELGRUBER
          For once, Prodnose, well said!

                    WILLY (O.S.)
          I wouldn't be so sure about that.

The Chocolatiers and the Chief turn to see Willy and Noodle
standing on the steps, dripping with chocolate.

                    SLUGWORTH
          Wonka!

                    WILLY
          Officer, would you kindly take a
          look at this?

Noodle hands the GREEN LEDGER to Officer Affable.

                    NOODLE
          It details every single illegal
          payment these men have ever made.
          Thousands of them.

Behind them, the Priest sidles out of sight.

                    CHIEF
          Don't listen to her, Affable. She's
          lying!

                    SLUGWORTH
          Well of course she is!

Officer Affable's eyes widen as he leafs through the pages.
                                                       121.


                    OFFICER AFFABLE
          She's not, sir. She's absolutely
          right, it's... incredible.

The Chief tries to take control of the situation.

                     CHIEF
          Oh. Well. Then it sounds like a
          case for the Chief of Police. Give
          it to me, Affable. I'll take it
          from here.

But Officer Affable keeps a tight hold of the book.

                    OFFICER AFFABLE
          I can't do that, I'm afraid, sir.

                    CHIEF
          And why's that?

                    OFFICER AFFABLE
          Your name's in here too. A lot.

Officers move to arrest him. Slugworth, Fickelgruber and
Prodnose sense the game is up.

                    SLUGWORTH
          Gentlemen? Run!

But as they run, something incredible happens. They begin to
FLOAT UP OFF THE GROUND -- just as they did in the Galeria.

They desperately grab at the fountain and cling on to the
frozen water spout.

                    WILLY
          You didn't eat any of those
          chocolates did you, Mr Slugworth?

                    SLUGWORTH
          Why?

                    WILLY
          Because they're Hoverchocs. Delayed
          action. But extra strong.

Slugworth grabs hold of a jet of frozen water sticking out of
the fountain. Fickelgruber clings to Slugworth's foot and
Prodnose grabs Fickelgruber's. Slugworth growls at Willy.

                    SLUGWORTH
          You think you're so clever, don't
          you, Wonka?
                    (MORE)
                                                               122.
                          SLUGWORTH (CONT'D)
                Well there's a billion sovereigns
                of chocolate beneath our feet.
                We'll get the best lawyers, bribe
                the judge, rig the jury if we have
                to. We'll be fine.

                          WILLY
                I wish I'd thought of that. Noodle?

      Noodle clangs a wrench against a fire hydrant.

121                                                               121
      INT. STORM DRAINS - DAY

      The camera drops 100ft down through the storm drains to where
      Lottie and the workers are waiting for her signal.

                             LOTTIE BELL
                Now!

      The workers start to turn a huge valve.

122                                                               122
      EXT. CATHEDRAL - DAY

      Just then, the GROUND STARTS TO TREMBLE. The Chief's rolls of
      fat start to jiggle, then his belt bursts.

      The FOUNTAIN in the middle of the square BEGINS TO SHAKE.

      The ICICLES of frozen water which have hung from the ends of
      its water spouts for years start to CRACK and FALL.

      And a RICH, BROWN LIQUID shoots from the water spouts,
      sending the Cartel spinning away into the air.

                          PRODNOSE
                What is that?

                          SLUGWORTH
                It's our chocolate!

                          FICKELGRUBER
                All our chocolate!

                          PRODNOSE
                We're ruined!

                          WILLY
                Don't worry, gentlemen! You'll come
                down eventually, I think. Probably.
                But until then...
                                                             123.


      He takes various ingredients from his pockets and sleeves and
      throws them into the fountain.

      The chocolate bubbles and turns a gorgeous colour. Noodle
      watches, enchanted, from one side of the Cathedral. The Wash
      House gang emerge from an entrance on the other side.

                          WILLY (CONT'D)
                Ladies and gentlemen, Willy Wonka
                and friends invite you all to enjoy
                our chocolate!!

      As the crowd gather around the fountain, the Mistress of the
      Keys emerges from the Cathedral, blinking in the sunlight.

      She spots the Zoo Security Guard in the crowd.

                            MISTRESS OF THE KEYS
                Basil?!

                            ZOO SECURITY GUARD
                Gwennie!!

      They run into each other's arms.

123                                                            123
      EXT. TOWN SQUARE - LATER

      Willy sits on the steps of the Cathedral watching the whole
      world enjoying the rich chocolate flowing from the fountain.

      He feels a warmth he hasn't known since his mother was alive.

      He reaches into his pocket and takes out the old chocolate
      bar, somewhat the worse for wear.

      Perhaps, finally, it's time.

      He slowly opens the wrapper. And is amazed to see, slipped in
      alongside the chocolate, a piece of GOLDEN PAPER.

      On it is a message from his mother:

                            The secret is...
                  It's not the chocolate that matters.
                   It's the people you share it with!
                               Mamma xxx

      Willy stares, completely still, his eyes full of tears. Then
      he looks up and spots a familiar figure in the crowd.

      It's his mother, looking just as she did all those years ago.
      She promised she would be with him when he shared chocolate
      with the world. And she kept her word.
                                                       124.


She smiles at him. He smiles back, overjoyed to see her one
last time -- and finally ready to let her go.

The crowds pass between them, and she disappears forever.

He looks up to see Noodle and the rest of his new friends. He
breaks off a piece of chocolate and hands it to Noodle. She
eats it, and a look of pure joy spreads over her face.

The rest of the workers arrive and he shares the rest of the
chocolate bar with them. A moment of pure happiness.

                    NOODLE
          How does it feel, Willy? Is it as
          good as you remember?

                    WILLY
          Every little bit. I wish it could
          last forever...

He looks up at the Cathedral clock.

                    WILLY (CONT'D)
          But I guess it's time.

Noodle notices the group are all looking at her excitedly.

                    NOODLE
          Time for what? What's going on?

                    WILLY
          You know how many people called D.
          Smith live in the city, Noodle?

                    ABACUS CRUNCH
          A hundred and six.

                    WILLY
          But luckily, you have a friend who
          works in the telephone exchange,
          and she spent the whole afternoon
          ringing around, and guess what?

                    LOTTIE BELL
          We found her.

Noodle is stunned.

                    NOODLE
          You found my Mom?

                    ABACUS CRUNCH
          She works in the library.
                                                                125.


                          PIPER BENZ
                It's where she lives.

                          WILLY
                Come on, Noodle.

      The Cathedral Clock strikes, its bells sounding out the
      familiar first notes of PURE IMAGINATION.

124                                                               124
      EXT. UNIVERSITY QUARTER - EVENING

      Willy leads Noodle through an academic quadrangle. She stops,
      too nervous to go on. Willy turns and sings the song she
      taught him.

                          WILLY
           Come with me, and you'll be
           In a world of pure imagination!

      He leads her towards the ancient library. Noodle stares, a
      strange sense of recognition washing over her.

      The CHALK DRAWING of the "big old building full of books"
      that she talked of in the giraffe house appears on screen
      once more. It matches the shape of the library perfectly.

                          WILLY (CONT'D)
           Reach out, touch what was once just
           In your imagination.

      NOODLE'S MOTHER emerges slowly from inside. She looks around
      anxiously, then spots the little girl she thought she'd lost.

      Noodle looks to Willy, happy and sad, excited and scared,
      unable to process the mess of emotions inside.

                          WILLY (CONT'D)
           Don't be shy, it's alright
           If you feel a little trepidation!
           Sometimes these things don't need
           Explanation!

      Noodle walks towards her mother, then stops and looks back.
      Willy smiles reassuringly, and she turns once more to Mom.

      She starts to run, a smile blooming, then flies into her
      mother's arms -- and hugs her as if she'll never let her go.

                          WILLY (CONT'D)
           If you want to see Paradise,
           Simply look at them and view it.
           Somebody to hold on to -- it's
                                                       126.


     All we really need
     Nothing else to it.

                    NOODLE
          Mom.

The MUSIC CONTINUES as Willy watches Noodle and her mother
turn and go into the library, delighted for his friend, yet
tinged with sadness at what he has lost.

                    OOMPA LOOMPA (O.S.)
          So goes a good deed in a weary
          world.

Willy turns to see the Oompa Loompa has appeared.

                    WILLY
          I was wondering if I'd see you
          again.

                    OOMPA LOOMPA
          Oh I'm not going anywhere, Willy
          Wonka, not til you've paid your
          debt. Now I know you tried, but
          Loompa Law is very clear on this
          subject. Until such time as the
          chocolate is physically in my ha--

Willy produces a jar of chocolates and hands it to him. It
rather takes the wind out of the Oompa Loompa's sails.

                    OOMPA LOOMPA (CONT'D)
          Oh thank you.

                    WILLY
          Thank you for saving my life.

                    OOMPA LOOMPA
          Well I suppose that concludes our
          business. I now consider your debt
          repaid and shall return to my
          beloved Loompaland -- where the
          cocoa beans grow in disappointingly
          small numbers and my friends look
          down on me.

                    WILLY
          I thought they called you Lofty?

                    OOMPA LOOMPA
          As a matter of fact I am a quarter
          inch below average. They call me
          Shorty-pants. Still, good day sir.
                                                           127.


      He turns and walks away. Willy calls after him.

                          WILLY
                It's a shame you have to go.

                          OOMPA LOOMPA
                I said good day.

                          WILLY
                If I'm going to share my chocolate
                with the world, I'll need more than
                a shop.

                          OOMPA LOOMPA
                I'm sure you will.

                          WILLY
                I'll need a factory.

                          OOMPA LOOMPA
                Good luck with that!

                          WILLY
                And someone to head up the tasting
                department.

      The Oompa Loompa stops in his tracks, intrigued.

                          OOMPA LOOMPA
                The tasting department?

      Willy starts singing once more, the music growing.

                             WILLY
           Come with me...

                             OOMPA LOOMPA
                Alright.

                          WILLY
           And you'll be...

                             OOMPA LOOMPA
                Where?

125                                                          125
      EXT. RUINED CASTLE - EVENING

      Willy leads the Oompa Loompa into a ruined castle.

                          WILLY
           In a world of Pure Imagination!
                                                       128.


                    OOMPA LOOMPA
          This is a ruined castle.

                    WILLY
     Take a look
     And you'll see
     Into your imagination!

                    OOMPA LOOMPA
          I very much doubt it.

                    WILLY
     We'll begin
     With a spin
     Travelling in the world of my creation
     What you'll see will defy explanation!

And now the Oompa Loompa starts to see the world through
Willy's eyes. In a time-lapse shot, the walls are repaired
and a great glass roof covers the courtyard.

Willy pulls a lever and a chocolate waterfall spouts from the
wall forming a chocolate river at their feet. It looks, in
short, just as Wonka's Chocolate Room should.

                    OOMPA LOOMPA
          That does defy explanation!

                    WILLY
     If you want to see Paradise,
     Simply look around and view it!
     Anything you want to, do it!
     Want to change the world?
     There's nothing to it!

Chocolate grass and flowers sprout from the floor. The Oompa
Loompa picks a flower and uses it as a teacup to sample the
chocolate flowing through the river.

                     OOMPA LOOMPA
          Not bad.

He eats the cup. Willy presses various buttons, sending great
vats of rainbow coloured liquids into a machine which
compresses them into a perfect little chocolate.

                    WILLY
     There is no life I know
     That compares with pure imagination!
     Living there, you'll be free
     If you truly wish to be!
                                                         129.


Willy hands the Oompa Loompa the finished chocolate. He tries
it and a look of pure joy crosses his face. He offers his
hand to Willy, who shakes it enthusiastically.

The camera cranes up to the roof as a flock of flamingoes fly
overhead. They pass the wall of the factory on which a neon
sign has appeared. It lights to show the word:

                            WONKA

As the credits roll, the OOMPA LOOMPA music starts up again.
The Oompa Loompa walks on screen, dragging a trolley on which
sits a machine covered in a cloth.

                    OOMPA LOOMPA
     Oompa Loompa Doompety Doo
     I've got a little bonus for you
     Sit back down and stay in your seat
     For a last Oompa Loompa-y treat!

He whisks away the cloth to reveal a projector. He starts it
up - and film appears rounding up the stories he describes.

                    OOMPA LOOMPA (CONT'D)
     Abacus Crunch returned to his home!
     Benz to her friends, Lottie Belle to her phones.
     Brave Larry made a triumphant comeback.
     One day his ex-wife saw the act!
     (Laughed a lot and took him back)

The projection ends and the Oompa Loompa changes the reel.

                    OOMPA LOOMPA (CONT'D)
     Oompa Loompa Doompety Day!
     "But what of Mrs Scrubitt and Bleacher," you say.
     Give me just a moment or two
     And I'll Oompa Loompa show it to you.

He presses the button to make the projector work but it fails
to start. He looks aghast and this unexpected development.

                    OOMPA LOOMPA (CONT'D)
          What the devil? Infernal machine.

He presses different buttons, increasingly frustrated.

                    OOMPA LOOMPA (CONT'D)
     I'll show it to you!

He thumps the machine and it finally starts again.

                    OOMPA LOOMPA (CONT'D)
          There we are. Much better.
                                                          130.


The projection shows us Mrs Scrubitt in the Wash House,
planning how to spend her money.

                    MRS SCRUBITT
          Shoes. Face lift. Nose job. Ibiza.
          Big old house in the country.
          Lingerie.

Bleacher bursts in and locks the door behind him.

                    BLEACHER
          It's the Cartel! They've gone down!

                    MRS SCRUBITT
          Well we didn't do nothin'. Except
          poison all those chocolates.

The Police knock at the door. Mrs Scrubitt's eyes widen.

                    MRS SCRUBITT (CONT'D)
          Quick! Drink the evidence.

She produces the crate of poisons they used on Willy's
chocolates and start drinking fast.

Officer Affable hammers on the door.

                    MRS SCRUBITT (CONT'D)
          Just a second, Officer. I'm on the
          toilet!

                    OFFICER AFFABLE
          Police! Open Up!

                    MRS SCRUBITT
          One wipe and I'm done. Oh there is
          more coming out.

Affable signals to a Constable who SHOULDERS THE DOOR OPEN.

Officer Affable stares, open-mouthed.

Mrs Scrubitt -- bright blue with a long, full beard -- greets
him with a smile. Bleacher has green skin and yellow spots.

                    AFFABLE
          Wow!

                    MRS SCRUBITT
          How can we help you officer?

                    OFFICER AFFABLE
          You two are coming with me.
                                                       131.


                    BLEACHER
          But we haven't done anything.

                    OFFICER AFFABLE
          You're going away for a very long
          time.

As they're cuffed, Mrs Scrubitt looks longingly at Bleacher.

                    MRS SCRUBITT
          One last kiss, my Lord?

                    BLEACHER
          Oh Puffy-wuff!

One final kiss --- and they're pulled apart.

Wonka



Writers :   Paul King  Simon Farnaby  Paul King  Roald Dahl
Genres :   Fantasy  Adventure  Family  Musical


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