ACT ONE

               SCENE A

               EXT. UNION 76 GAS STATION -- EVENING

               A DARK CLOUD OF EXHAUST ENGULFS A BANNER HANGING ABOVE THE 
               GARAGE: SMOG CHECK.

               THE CLOUD ERUPTS OUT OF THE TAILPIPE OF A DYING OLDSMOBILE 
               98.  A GAS STATION ATTENDANT COVERS HIS MOUTH WITH A CLOTH 
               AS HE EXAMINES THE PRINT-OUT FROM THE SMOG-CHECK MACHINE.

               OUTSIDE THE GARAGE, TRACY AND PARIS WATCH WITH THEIR HEADS 
               HANGING LOW.

                                     TRACY
                         My car's never going to pass!  What 
                         am I going to do?  I can't afford a 
                         new car.  Damnnit.

                                     PARIS
                         Don't say that.  It's a bad word.

                                     TRACY
                         'Damn'?  Damn's not a bad word.

                                     PARIS
                         It is.  

                                     TRACY
                         Paris, when do you get so religious?

                                     PARIS
                         Terry and I rented The Passion of 
                         the Christ last night.

                                     TRACY
                         Oh God.

                                     PARIS
                         Blasphemy.

                                     TRACY
                         How could Terry watch it?  I thought 
                         the movie was all subtitles, and 
                         he's--

                                     PARIS
                         Dyslexic.  Yes.  But he's very 
                         Christian, so I read the subtitles 
                         to him.  It was very romantic.  We 
                         loved it.

                                     TRACY
                         'We'?  It's only been a month, are 
                         you two that serious?

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


                                     PARIS
                         Last night, during one of the 
                         beatings, he brought up the idea of 
                         us moving in together.

               CUT TO:

               INT. TERRY'S APARTMENT -- THE PREVIOUS NIGHT

               ON A COZY COUCH IN FRONT OF A GLOWING TV, PARIS PLAYS WITH 
               THE HAIR HANGING OVER TERRY'S EARS.  HE STARES AT THE 
               TELEVISION, OBLIVIOUS TO HER FLIRTING.

               FROM THE TELEVISION, THE SOUNDS OF WHIPS AND CRIES OF AGONY.

                                     PARIS
                         This subtitle says "Ouch.  Ouch.  
                         Owww.  Youch."

                                     TERRY
                         Jesus is taking a beating. 

                                     PARIS
                         This is just so powerful... 
                              (seeing an opening)
                         I don't think I'll be able to go 
                         home tonight.

               TERRY'S ATTENTION IS STILL GLUED TO THE TUBE.

                                     PARIS (CONT'D)
                         Should be no problem.  My toothbrush 
                         is here.  I have some clothes in 
                         your closet.  It's like a home away 
                         from home.

                                     TERRY
                              (VERY AGITATED)
                         Honey!  Do you have to bring up moving 
                         in together now?  Our Lord and Savior 
                         is getting the snot kicked out him!!!  
                         Ooo, he just took it in the groin!

                                     PARIS
                         If I lived here, we'd share the cost 
                         of rent--

                                     TERRY
                         The Romans' are whipping his ass!!!

                                     PARIS
                         We can talk later.  After 
                         SportsCenter.

                                     TERRY
                         He's suffering for our sins, and you 
                         want to live together out of wedlock!

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


                                     PARIS
                         After SportsCenter.  Good.

               CUT TO:

               EXT. UNION 76 GAS STATION -- MOMENTS LATER

               TRACY AND PARIS STAND NEXT TO THE OLDSMOBILE.

                                     TRACY
                         Living together would be a big step.

                                     PARIS
                         Tracy, you haven't-- 

                                     TRACY
                         Are you kidding?  There's no way I 
                         could consider moving in with Captain 
                         Sincerity. 

                                     PARIS
                         Now why do you call him that?

                                     TRACY
                         I call him 'Captain Sincerity' because 
                         he's never once been sincere.

                                     PARIS
                         Come on.

                                     TRACY
                         Never.

               CUT TO:

               MONTAGE: TRACY AND CAPTAIN SINCERITY IN VARIOUS LOCATIONS

               INT. BATHROOM

               TRACY FROWNS AS SHE STANDS ON A SCALE.  CAPTAIN SINCERITY  
               STANDS IN THE BATHROOM DOOR, ALL SMILES.

                                     CAPTAIN SINCERITY
                         Guess how much you weigh?  I'd say 
                         67 pounds!

               INT. RESTAURANT

               AT A FANCY TABLE, TRACY WATCHES THE CAPTAIN SIGN THE BILL.

                                     CAPTAIN SINCERITY
                         I would have felt awkward if you'd  
                         attempted to reach for the check.

               INT. BEDROOM

               TRACY AND CAPTAIN SINCERITY LIE IN BED NEXT TO EACH OTHER.

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


                                     CAPTAIN SINCERITY
                         You've kept me up all night to discuss 
                         our relationship.
                              (BEAT)
                         Thank you.

               CUT TO:

               EXT. UNION 76 GAS STATION -- MOMENTS LATER

               PARIS SHAKES HER HEAD, AS TRACY LIGHTS UP A CIGARETTE.

                                     TRACY
                         He's just an insincere, lying jerk.

                                     PARIS
                         But when you first met him?

                                     TRACY
                         He was lying then!

               CUT TO:

               INT. CAFFEINE DREAMS COFFEE SHOP -- DAY

               TRACY WEARS AN APRON AND POURS MORE COFFEE INTO CAPTAIN 
               SINCERITY'S CUP.  HE SMILES UP AT HER.

                                     TRACY
                         I opened it up about three years 
                         ago... and yeah, business is good.

                                     CAPTAIN SINCERITY
                         Then we have something in common.  
                         You'll have to let me take you out 
                         and pick your brain about the 
                         restaurant industry.

                                     TRACY
                         You own a restaurant?

               A SLIGHT DARTING OF THE EYES, SHOW THAT THE CAPTAIN IS 
               BEGINNING TO LIE.

                                     CAPTAIN SINCERITY
                         Oui... uh, it's a French place.  I 
                         serve things like crepes, baguettes... 
                         uh, sauerkraut. 

                                     TRACY
                         But sauerkraut is German?

               FOR A MOMENT, THE CAPTAIN LOOKS CAUGHT... BUT JUST FOR A 
               MOMENT.

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


                                     CAPTAIN SINCERITY
                         Yes, well, my French restaurant is 
                         set during the occupation.

               CUT TO:

               EXT. UNION 76 GAS STATION -- MOMENTS LATER

                                     PARIS
                         Oh Tracy, that sounds cute.  He was 
                         trying to find a reason to ask you 
                         out.

                                     TRACY
                         He doesn't OWN a restaurant.  He 
                         writes commercials for friggin' Marie 
                         Calendar!

               THE GAS STATION ATTENDANT WALKS OVER TO THE LADIES WITH A 
               PRINT-OUT IN HIS HAND.

                                     GAS STATION ATTENDANT
                         Your car did not pass the smog check.

                                     TRACY
                         Oh Jesus.

                                     PARIS
                              (under her breath)
                         Died for your sins.

                                     GAS STATION ATTENDANT
                         You have to get repairs done by 
                         another station.  Then have your car 
                         inspected by a Smog Check Only 
                         station.  They have signs out in 
                         front that say: 'Smog Check Only.'

               TRACY GRABS THE PRINT-OUT FROM THE ATTENDANT.

                                     TRACY
                         Just fine.  Fine.

               THE ATTENDANT SULKS AWAY.  TRACY AND PARIS MAKE THEIR WAY 
               INTO TRACY'S CAR.

                                     TRACY (CONT'D)
                         Thank you.  Great.  There's a million 
                         crooked inspectors in this town and 
                         I go to the one honest Smog Inspector!

                                     PARIS
                         We should pray.

                                     TRACY
                         I want to die.

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


                                     PARIS
                         Cheer up.  We've got a double date 
                         night planned.  We'll go meet the 
                         guys at the Cat & Fiddle.  You'll 
                         relax and unwind.  It will be fun.

               PARIS DUCKS HER HEAD INTO THE CAR, AS TRACY FOLLOWS HER, 
               SLAMMING THE DOOR SHUT.

                                     TRACY
                         I can't believe this.

               DISSOLVE TO:

               EXT. HOLLYWOOD PROPER -- EVENING

               TRACY AND PARIS DRIVE PAST VARIOUS LANDMARKS OF HOLLYWOOD 
               LEAVING A CLOUD OF SMOG IN THEIR PATH: THE FORMOSA, PINK'S, 
               CROSSROADS OF THE WORLD, AND UP TO THE CAT & FIDDLE BAR ON 
               SUNSET.

               EXT. CAT & FIDDLE PATIO -- NIGHT

               AT A GARDEN TABLE NEXT TO A FOUNTAIN, CAPTAIN SINCERITY SIPS 
               ON AN ALCOHOLIC DRINK THROUGH THE TINY STRAW.  HE CHECKS OUT 
               VARIOUS SKINNY LADIES AS THEY WALK BY.

               HE SEES TERRY AND WAVES HIM OVER.

                                     CAPTAIN SINCERITY
                         Terry!  Over here!

               TERRY MAKES HIS WAY THROUGH THE THRONGS OF YOUNG SINGLES, 
               TAKING A SEAT.

                                     TERRY
                         Hey guy!  You know where the girls 
                         are?

                                     CAPTAIN SINCERITY
                         Tracy called a few minutes ago.  She 
                         and Paris are trying to find a parking 
                         spot.

               TERRY GLANCES OVER A MENU; HE'S COMPLETELY LOST.

                                     TERRY
                         What is this stuff?  Mash and 
                         Bangers... bangers?

                                     CAPTAIN SINCERITY
                         Bangers and Mash.  You know... 
                         sausages and potatoes.  The English 
                         dish.

                                     TERRY
                         Right.  I've got--

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


                                     CAPTAIN SINCERITY
                         Tracy mentioned something.  You're 
                         dyslexic?

                                     TERRY
                         It's embarrassing.

               CAPTAIN SINCERITY TURNS UP HIS EMOTIONAL, HEARTFELT BRAND OF 
               NON-SINCERITY.

                                     CAPTAIN SINCERITY
                         A cousin of mine had it.  Had problems 
                         reading stuff in the right order.  
                         You know what he did?

                                     TERRY
                         What?

                                     CAPTAIN SINCERITY
                         Karaoke.

                                     TERRY
                         Karaoke?

                                     CAPTAIN SINCERITY
                         Yeah.  You know how popular songs 
                         go, right?  So you go sing the song, 
                         watch the words on the bottom of the 
                         screen.  They match up with the 
                         lyrics... so your brain gets use to 
                         reading things in the right order.

                                     TERRY
                         That works?

                                     CAPTAIN SINCERITY
                         So you're training your mind to read 
                         things in the right order.  

                                     TERRY
                         Makes a lot of sense.

                                     CAPTAIN SINCERITY
                         Well, it's a little more complicated 
                         than that.  
                              (he looks up)
                         Oh, here are the ladies.

               TRACY AND PARIS WORK THEIR WAY OVER TO THE TABLE.  THE MEN 
               STAND AND KISS THEIR RETROSPECTIVE GIRLFRIENDS.  THEY SIT AS 
               TERRY SIGNALS FOR A WAITER TO COME OVER.

                                     WAITER
                         Hi, my name is Samuel.  I'll be your 
                         waiter tonight.  Can I get you started 
                         with some drinks?

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


                                     TRACY
                         Yes, lots of alcohol.

                                     CAPTAIN SINCERITY
                         We'll have a round of martinis for 
                         everybody.

                                     WAITER
                         Okay.

                                     TERRY
                         Excuse me, your name is Samuel?

                                     WAITER
                         Yep.

                                     TERRY
                         And your last name?

               THE WAITER IS SLIGHTLY CONFUSED.

                                     WAITER
                         Cohen.  Why do you ask?

                                     TERRY
                         You're Jewish?

                                     WAITER
                         Yes.

               TERRY STARTS TO RESPOND, BUT TRACY CUTS HIM OFF. 

                                     TRACY
                         It's nothing.  Nothing.  Thanks, 
                         we'll just need those drinks.  Okay?  
                         Thanks.

               THE WAITER WALKS AWAY, CONFUSED.

                                     TRACY (CONT'D)
                         What was that about?

                                     TERRY
                         We saw The Passion last night.

                                     PARIS
                         We loved it.

                                     TRACY
                         I heard you two are thinking about 
                         moving in together?

                                     TERRY
                         Not out of wedlock.

                                     PARIS
                         But you said?

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


                                     CAPTAIN SINCERITY
                         I would love to move with in Tracy.

                                     TRACY
                         Oh Jesus.

                                     PARIS AND TERRY IN UNISON
                         Blasphemy.

                                     TRACY
                         Can we please change the subject?

                                     CAPTAIN SINCERITY
                         Let's play a drinking game.

                                     TERRY
                         No games where I have to read.

                                     PARIS
                         How about "I Never"?

                                     CAPTAIN SINCERITY
                         That's a great game!

                                     VOICE
                         Hey buddy!

               CAPTAIN SINCERITY TURNS AROUND TO SEE ACROSS THE COURTYARD, 
               SHAKY ED MCGOVNEY, AN AWKWARD LOOKING MIDDLE-AGED COMPUTER 
               NERD.  ED COMES ACROSS AS SOMEONE UNCOMFORTABLE WITHIN THEIR 
               OWN SKIN AND UNCOMFORTABLE WITH EVERY WORD IN HIS MOUTH.

               CAPTAIN S. LEANS IN AND WHISPERS IN TRACY'S EAR.

                                     CAPTAIN SINCERITY
                              (whispering)
                         It's that guy from work I've mentioned 
                         to you: Shaky Ed.

               SHAKY ED DARTS AROUND PEOPLE HOLDING HIS DRINK OVER HIS HEAD.  
               STEPPING OVER TO THE TABLE.

                                     CAPTAIN SINCERITY (CONT'D)
                         Ed, pull up a chair.

               SHAKY ED GRABS A CHAIR FROM ANOTHER TABLE AND PULLS IT UP 
               NEXT TO THE CAPTAIN... BUT ED DOESN'T GET IN THE SEAT HIMSELF.  
               TRACY AND PARIS EXCHANGE A 'WORRIED' GLANCE.

                                     CAPTAIN SINCERITY (CONT'D)
                         Ed, what are you doing?  Take a chair.

                                     SHAKY ED
                         Where?

                                     CAPTAIN SINCERITY
                         Here.  Join us.

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


               FINALLY GETTING THE IDEA, SHAKY ED DROPS DOWN INTO THE CHAIR.

                                     CAPTAIN SINCERITY (CONT'D)
                              (to the table)
                         Everybody, this is a buddy of mine 
                         from work, Ed McGovney.  Ed, what 
                         are you doing here?

                                     SHAKY ED
                         I was just out looking for some tail.  
                         I see you guys have found some skirts.

               CAPTAIN SINCERITY SQUIRMS AT SHAKY ED'S AWKWARD COMMENT.

                                     CAPTAIN SINCERITY
                         Well, uh.  Ed, this is my girlfriend, 
                         Tracy.  And her friends Paris and 
                         Terry.

                                     SHAKY ED
                         Party.  What are you guys doing?

                                     TRACY
                         We were about to start playing "I 
                         Never."

                                     SHAKY ED
                         Sweet.  I'm in.  Yeah.

               SHAKY ED TAKES A SEAT AS THE WAITER ARRIVES AND STARTS PLACING 
               DRINKS DOWN IN FRONT OF EVERYONE.  TERRY LEANS OVER, PLACING 
               A HAND ON THE WAITER'S FOREARM.

                                     TERRY
                         I forgive you.  You're forgiven.

                                     WAITER
                         Excuse me? 

               TRACY REACHES OVER AND FREES THE WAITER FROM TERRY.

                                     TRACY
                         Thank you.  Thanks, we're fine.

               THE WAITER ESCAPES.

                                     CAPTAIN SINCERITY
                         Okay, now the way you play "I Never" 
                         is that each person says something 
                         they've never done.  And if you have 
                         done that thing... then you have to 
                         take a drink.  It's easy.  We'll 
                         start slow... I'll start it off.  
                         'I've never seen The Passion of 
                         Christ.'  So if you have; and you 
                         guys have--

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


                                     TERRY
                         We saw it last night.

                                     PARIS
                         We loved it.

                                     TRACY
                         So you have to drink.

               PARIS AND TERRY TAKE A SIP FROM THEIR DRINKS AS DOES SHAKY 
               ED.

                                     TRACY (CONT'D)
                         Ed, you've seen it?

                                     SHAKY ED
                         Of course.  You haven't?

                                     TRACY
                         No.

                                     TERRY
                         I forgive you.

                                     PARIS
                         Your turn, honey. 

                                     TERRY
                         Alright, my turn.  So if I want to 
                         make you drink...?

                                     CAPTAIN SINCERITY
                         Say something you know I've done.

                                     TERRY
                         'I've never kissed Tracy.'

               THE CAPTAIN TAKES A DRINK, AS DOES PARIS... WHICH MAKES ED 
               HOOT.

                                     PARIS
                         It was an innocent kiss, but I have 
                         kissed her so I had to drink.  Nothing 
                         against that in the Bible.

                                     TERRY
                         I'm pretty sure there might be. 

               TRACY ROLLS HER EYES.

                                     TRACY
                         Okay, my turn.  
                                     (MORE)

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


                                     TRACY (CONT'D)
                              (SHE STARES AT PARIS 
                              AS SHE SAYS HER 
                              'NEVER')
                         I never slept with some guy in high 
                         school just because he had a bitchin' 
                         car.'

               FURIOUS, PARIS TAKES A SIP, WHICH GETS TERRY GOING.

                                     TERRY
                         What in the world have you--?!

                                     PARIS
                         It was high school!

                                     TERRY
                         So?!

                                     PARIS
                         It was a Fiero! 

                                     CAPTAIN SINCERITY
                         Ed, you don't have to drink.

               ED PULLS HIS CUP DOWN FROM HIS LIPS. 

                                     SHAKY ED
                         I thought you had to drink if you've 
                         done it.  It was a cherry Camaro.

               THE CAPTAIN TRIES TO HIDE HIS DISCOMFORT AND TURNS AWAY. 

                                     PARIS
                         My turn.  
                              (PARIS STARES BACK AT 
                              TRACY)
                         'I've never fondled myself while 
                         thinking about your boyfriend.'

               TRACY SMIRKS AS SHE RAISES HER GLASS; BUT THE CAPTAIN LOOKS 
               ON IN DISBELIEF AS ED RAISES HIS GLASS TOO.  

                                     CAPTAIN SINCERITY
                         Ed, what in the hell are you doing?

                                     PARIS
                         Don't say 'hell'.

                                     SHAKY ED
                         If we've fondled ourselves while 
                         thinking about you, we drink.

               THE TABLE IS STUNNED INTO SILENCE.  ED SURVEYS HIS EMPTY 
               GLASS.

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


                                     SHAKY ED (CONT'D)
                         Geesh, I'm going to need another 
                         round.

                                     TERRY
                         I'll get the Jew.

                                     TRACY
                         Alright, that's inappropriate!

                                     TERRY
                         They turned Jesus into the Romans... 
                         and I'm the one who's inappropriate? 

               WITH DISGUST, TRACY STANDS BUT HER SUDDEN MOVEMENT KNOCKS 
               HER GLASS INTO CAPTAIN SINCERITY'S LAP.  CAPTAIN SINCERITY 
               STANDS, REVEALING A HUGE WET STAIN ON HIS PANTS.

                                     TRACY
                         Sorry. 

                                     CAPTAIN SINCERITY
                              (in 'Sincere' mode)
                         It's alright, it's just a huge wet 
                         stain on my crotch.

                                     SHAKY ED
                         That is so hot.

               CAPTAIN SINCERITY BACKS AWAY FROM THE GROWING-MORE-CREEPY, 
               SHAKY ED, WHILE TRACY GRABS A NAPKIN AND WIPES THE WET STAIN 
               ON HIS PANTS.

                                     TERRY
                         Do you think you should be doing 
                         that in front of everyone?

                                     PARIS
                         Now Terry...

                                     TRACY
                         What?  Does Jesus really care if I 
                         wipe his wet pants?

                                     SHAKY ED
                         Oh yeah.  Wipe!

               ALL EYES CONVERGE BACK ON A STONE-FACED SHAKY ED.

                                     SHAKY ED (CONT'D)
                         I just came!

               CUT TO:

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


               INT. TRACY AND PARIS' APARTMENT - KITCHEN -- MORNING

               WITH MORNING HAIR AND PJS ON, TRACY WALKS TO THE COFFEE 
               MACHINE AND POURS HERSELF A CUP.  WITH MORNING EYE GLASSES 
               ON, PARIS PICKS AT A GRAPEFRUIT WHILE READING THE PAPER.

               A SHAGGY WHITE CAT JUMPS UP ON THE KITCHEN TABLE, MAKING ITS 
               WAY TO A BAR OF BUTTER.  LICKING IT UP. 

                                     TRACY
                         Paris, your damn cat!

               PARIS SCOOPS UP THE KITTY.

                                     PARIS
                         Don't yell at Mr. Whipple.  
                              (to the cat)
                         Who loves you?  Who loves you?  
                              (to Tracy)
                         I'm calling in sick.

                                     TRACY
                         Good, you can go with me.  I have to 
                         bribe a smog check guy to give my 
                         car a passing grade.   

                                     PARIS
                         I can't go.  Terry and I are going 
                         to Dimples so he can practice karaoke.

                                     TRACY
                         God.

                                     PARIS
                         Don't say that!  At least not in 
                         front of Terry.  What do you have 
                         against him?  He's just a Christian.

                                     TRACY
                         He's a religious freak.  People like 
                         him spend $500 buying a grilled cheese 
                         sandwich on eBay because it looked 
                         like the Virgin Mary was burnt into 
                         the crust.

                                     PARIS
                         He's not like that.  500 dollars?  
                         Come with us to Dimples karaoke, 
                         you'll see his good heart.

                                     TRACY
                         I can't.  I've got to bribe someone.

                                     PARIS
                         That's not your element.

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


                                     TRACY
                         You're right.  I need someone more 
                         capable of lying.

               CUT TO:

               INT. MARIE CALLENDER CORPORATE HEADQUARTERS - CONFERENCE 
               ROOM -- DAY

               CAPTAIN SINCERITY LOOKS OVER VARIOUS PRINT OUTS, AS SHAKY ED 
               WALKS IN INTO THE ROOM.  LOOKING SHEEPISH.

                                     CAPTAIN SINCERITY
                         Where've you been?  We've got to 
                         present this!

                                     SHAKY ED
                         You acted so hurtful last night.

               A SHARP DRESSED MAN IN A SMART SUIT, LARRY, ENTERS THE ROOM, 
               TAKING A SEAT AT THE HEAD OF THE CONFERENCE TABLE.

                                     SHAKY ED (CONT'D)
                              (to the Captain)
                         You hurt me so bad last night.  
                         Rejection is like a gun to the head.  
                         I felt like killing myself.

               LARRY'S EYES WIDEN.

                                     LARRY
                         Am I interrupting something?

                                     CAPTAIN SINCERITY
                         No Larry, not at all.  Everything's 
                         jack dandy.

                                     LARRY
                         So you've got the new frozen dinner 
                         copy ready?

                                     CAPTAIN SINCERITY
                         Yeah, it's aces.  You're going to 
                         love it.

               CAPTAIN PICKS UP A SHEET FROM THE TABLE, READS.

                                     CAPTAIN SINCERITY (CONT'D)
                              (reading, he's 'on')
                         "Marie Callender made her warm country 
                         fried steak with tender beef steak 
                         dipped in seasoned batter, fresh 
                         corn on the cob on the side and smooth 
                         creamy gravy, and it's now available 
                         for you in a convenient frozen dinner.  
                         Delicious food, Generous portions.  
                         Marie Callender's."

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


                                     LARRY
                         Is that it?

                                     SHAKY ED
                         I hate it.

               THE CAPTAIN WAS NOT QUITE EXPECTING THIS REACTION.  TRYING 
               TO SMOOTHLY CALM THE SITUATION. 

                                     CAPTAIN SINCERITY
                         Ed, we worked on it together?

                                     SHAKY ED
                         Give it to me, I'll do it correctly.

               SHAKY ED GRABS THE PAPER, AND BEGINS HIS OWN READING.

                                     SHAKY ED (CONT'D)
                         "Marie Callender made her warm country 
                         fried steak with tender beef steak 
                         dipped in seasoned batter, fresh 
                         corn on the cob on the side and smooth 
                         creamy gravy
                              (VOICE DROPS AN OCTAVE)
                         Then she died. But we will continue 
                         to make her dish for you in a 
                         convenient frozen dinner. 
                              (CHEERY TAGLINE)
                         Delicious food, Generous portions.  
                         Marie Callender's."

               LARRY LOOKS TO THE CAPTAIN, WHO STRUGGLES TO CONTAIN HIMSELF.

                                     CAPTAIN SINCERITY
                         Ed... that won't work, we can't bring 
                         up death... while pitching delicious, 
                         wholesome frozen food.

                                     SHAKY ED
                              (INTERRUPTING)
                         I might as well be dead to you!

               CAPTAIN S. LOOKS TO LARRY FOR HELP; BUT LARRY HAS PUSHED 
               HIMSELF AWAY FROM THE TABLE.  BACKING AWAY FROM THE DEVELOPING 
               SITUATION.  THE CAPTAIN TURNS BACK TO ED.

                                     CAPTAIN SINCERITY
                         But... mentioning death in a 
                         commercial is not appro--

                                     SHAKY ED
                         Is this because I'm gay!!!

                                     CAPTAIN SINCERITY
                         What?!?

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


                                     SHAKY ED
                         Shooting down our idea just because 
                         I like men!

                                     CAPTAIN SINCERITY
                         This has nothing to do with--

                                     SHAKY ED
                         You're a real butt plug--

                                     CAPTAIN SINCERITY
                         We can't say Marie Calendar died--

                                     SHAKY ED
                         Don't pretend like you don't know 
                         what a butt plug is!

                                     CAPTAIN SINCERITY
                         What does a butt plug have to do 
                         with anything?

                                     SHAKY ED
                         So now you know about butt plugs?  
                         Deny it!  I dare you!  Deny it!

                                     CAPTAIN SINCERITY
                         What?!?!  I'm not presenting that 
                         copy! 

                                     SHAKY ED
                         You should go oppress someone else's 
                         ideas!

               SHAKY ED STORMS OUT OF THE ROOM.  CAPTAIN SINCERITY PICKS 
               THE DISCARDED COPY FROM THE FLOOR.  THE SINCERITY IS HARD TO 
               PULL TOGETHER; HE TURNS TO LARRY.

                                     CAPTAIN SINCERITY
                         He's... You'll have to forgive, Shaky 
                         Ed, he... he...  uh.

                                     LARRY
                         I'm not opening our firm to a 
                         discrimination law suit.

                                     CAPTAIN SINCERITY
                         No -- Discrimination suit?

                                     LARRY
                         I'll go get Chuck and the board, and 
                         you'll present them that idea.  Ed's 
                         idea.

                                     CAPTAIN SINCERITY
                         But...

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


               LARRY EXITS, LEAVING CAPTAIN SINCERITY ALONE AND SHELL-
               SHOCKED.

               CUT TO:

               INT. DIMPLES -- AFTERNOON

               A YOUNG DIMPLES WAITRESS, KATIE, UNLOCKS THE DOOR; ALLOWING 
               PARIS AND TERRY TO BARGE INTO THE RESTAURANT.

                                     WAITRESS KATIE
                         Welcome to Dimples, you guys must be 
                         hungry.

                                     TERRY
                         Karaoke.  Where's the song books?

                                     WAITRESS KATIE
                         Aren't you excited. 

               KATIE LEADS TERRY AND PARIS TO A TABLE.  ON THE TABLE IS A 
               SONG BOOK, WHICH TERRY DIGS INTO IMMEDIATELY.

                                     PARIS
                         Thank you for letting me take part 
                         in this.

                                     TERRY
                         I don't recognize any of these songs.  
                         Who in the world are the Pea Eyes 
                         Black?

                                     PARIS
                         The Black Eyed Peas.  They're very 
                         popular.

                                     TERRY
                         I've never heard of them... Or any 
                         of these bands.

                                     PARIS
                         This is a big step for us.  Working 
                         together to solve a problem.  We're 
                         taking the next step, so we should 
                         consider...

                                     TERRY
                         Paris, please!  Why do you always 
                         have to bring up moving in together.

                                     PARIS
                         Because I want to.  I called in sick 
                         to be here with you, and it's time 
                         you start doing some things for me.

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


                                     TERRY
                         We'll move in together when the time 
                         is right.

                                     PARIS
                         When will the time be right?!  What 
                         do you need?  A sign from God?  What?!

               KATIE THE WAITRESS STEPS OVER.

                                     WAITRESS KATIE
                         I'm sorry.  Am I interrupting...?  

                                     TERRY
                         No, please.  

                                     WAITRESS KATIE
                         Okay.  Can I get you started with 
                         any appetizers or drinks?

                                     TERRY
                         I'm fine with water.  
                              (to Paris)
                         You order something, I've got to 
                         find a song I know.

                                     WAITRESS KATIE
                         Let me start off by saying our soup 
                         of the day is French Onion.  And 
                         since you're here early our lunch 
                         specials include our Half-Pound Turkey 
                         Burger, our World-Famous Twice-Grilled 
                         Cheese Sandwich and Homemade Eggless 
                         Pasta.

                                     PARIS
                         Did you say Grilled Cheese Sandwich?

                                     WAITRESS KATIE
                         Yes, it's excellent.

                                     PARIS
                         Baby, you like Grilled Cheese, right?

                                     TERRY
                         Yeah, that's fine.  Whatever!

                                     PARIS
                         He'll have the Grilled Cheese and 
                         let me have the Chicken Salad 
                         Sandwich.  And a Diet Coke.

               THE WAITRESS LEAVES AND TERRY BURIES HIS HEAD BACK INTO THE 
               KARAOKE SONG BOOK... HE'S AT A LOSS.

                                     TERRY
                         I don't any of these songs.

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


               PARIS GRABS A SLIP OF PAPER AND A PEN.  PULLING THE BOOK OUT 
               OF TERRY'S GRASP.

                                     PARIS
                         Here, let me pick.

               SHE SCANS THE PAGE, THEN IMMEDIATELY STARTS SCRIBBLING 
               SOMETHING DOWN.

                                     TERRY
                         Wait, I have to know the song!

                                     PARIS
                         Relax!  Everybody knows the Beatles.

               PARIS BOUNCES OUT OF THE BOOTH TOWARD THE KARAOKE LEADER.

               CUT TO:

               INT. MARIE CALLENDER CORPORATE HEADQUARTERS - HALLWAY -- 
               AFTERNOON

               TRACY WALKS THROUGH THE CUBICLES, ONLY STOPPING UPON FINDING 
               SHAKY ED SITTING DOWN ON THE FLOOR BLOCKING HER PATH.  SHE 
               KNEELS DOWN TO HIM.

                                     TRACY
                         Hello.

               A DESPONDENT ED DOESN'T REPLY.

                                     TRACY (CONT'D)
                         Remember me from the other night at 
                         the Cat and Fiddle?  I'm Tracy.  I'm 
                         going out with--

                                     SHAKY ED
                              (interrupting)
                         He's so cold to me.  You're so lucky.

                                     TRACY
                         Well... I wouldn't call it luck.  
                         He's a pain in the ass.  Behind his 
                         back, I call him Captain Sincerity 
                         because he's always full of it.

                                     SHAKY ED
                         This morning... I tried to pitch my 
                         idea for a new commercial... and he 
                         just shot it down.  Because I'm gay.

                                     TRACY
                         That bastard.  He could learn from 
                         you.  You're sincere.  You always 
                         say exactly how you feel.

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


               TURNING A CORNER IN THE OFFICE, CAPTAIN SINCERITY DISCOVERS 
               THE TWO ON THE FLOOR.

                                     CAPTAIN SINCERITY
                         Tracy?  What are you doing here?  
                              (IN HEAVY SINCERE 
                              MODE)
                         I was just thinking about calling 
                         you.

               TRACY STANDS, READY TO CONFRONT HER MAN. 

                                     TRACY
                         Cut the crap.  What did you do to 
                         Ed?

                                     CAPTAIN SINCERITY
                         Nothing.

                                     SHAKY ED
                         He crushed my feelings.

                                     TRACY
                         You monster!

                                     CAPTAIN SINCERITY
                         But I didn't do anything!

                                     TRACY
                         Likely story.

                                     CAPTAIN SINCERITY
                         I'm serious.  Ed, what can I do to 
                         make it up to you?

                                     SHAKY ED
                         You could-

                                     TRACY
                              (interrupting)
                         You need to take my car and get it 
                         smog checked.  Today.  And you're 
                         going to have to bribe someone, 
                         because it won't pass.

                                     CAPTAIN SINCERITY
                         You know I've love to... but --

                                     TRACY
                         Try sweet talking them, like you did 
                         me.

                                     SHAKY ED
                         And me!

                                     CAPTAIN SINCERITY
                         But--

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


               TRACY THROWS HER CAR KEYS INTO THE CAPTAIN'S CHEST.

                                     CAPTAIN SINCERITY (CONT'D)
                         You're not going to go with me?

                                     TRACY
                         No, I'll take a cab home.

               SHAKY ED HOPS OFF THE FLOOR WITH NEW ENERGY. 

                                     SHAKY ED
                         I'll give you a ride; I can't stay 
                         here another second.

                                     CAPTAIN SINCERITY
                         Ed, you just can't leave work.

               LARRY ROUNDS A CORNER AND SEE "THE SCENE."

                                     SHAKY ED
                         Larry, is it okay if I leave work 
                         early?  I don't feel well.

                                     LARRY
                         Of course.  We're an accepting and 
                         open workplace that loves diversity.  
                         Is it a cold?

                                     SHAKY ED
                         I just think I've got a bad case 
                         of... dandruff.

                                     LARRY
                         Fine.  Take the rest of the afternoon 
                         off.  Marie Calendar supports 
                         everyone.

               LARRY RAISES A FIST IN THE AIR. 

                                     LARRY (CONT'D)
                         Equality now!

                                     TRACY
                              (waving bye to Captain 
                              Sincerity)
                         So my car's smog check.  Handle it, 
                         today! 

               TRACY AND SHAKY ED EXIT IN THE OPPOSITE DIRECTION AS LARRY 
               GRABS CAPTAIN SINCERITY BY THE SHOULDER.

                                     LARRY
                         Conference room, now.

               CUT TO:

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


               INT. DIMPLES KITCHEN -- AFTERNOON

               PARIS POKES HER HEAD IN THE SWINGING DOOR.  NONE OF THE 
               KITCHEN STAFF NOTICES HER, SO SHE INVITES HERSELF IN.

               THE HEAD CHEF RAISES AN EYEBROW.

                                     PARIS
                              (in super cheerful 
                              voice)
                         Hello. 

                                     HEAD CHEF
                         Customers are not allowed in the 
                         kitchen.

                                     PARIS
                         I don't mean to cause any trouble.  
                         I ordered a Grilled Cheese Sandwich.

                                     HEAD CHEF
                         It'll be ready in a minute!

                                     PARIS
                         Yeah, it's just I was wondering if 
                         you could grill an image of the Virgin 
                         Mary on to my sandwich?

               CUT TO:

               INT. MARIE CALLENDER CORPORATE HEADQUARTERS - CONFERENCE 
               ROOM -- AFTERNOON

               WITH MORE WELL-DRESSED EXECUTIVES LINING THE TABLE, CAPTAIN 
               SINCERITY CAN FEEL THE HEAT.  C.E.O. CHUCK LEANS FORWARD, 
               NOT WANTING TO WASTE ANY TIME.

                                     CHUCK
                         Larry says you've finished the new 
                         copy on the frozen dinner script.

                                     CAPTAIN SINCERITY
                         That's right Chuck, but I wanted--

                                     CHUCK
                         Okay, let's go.  We don't have all 
                         day.

               THE CAPTAIN LOOKS TO LARRY, WHO JUST NODS HIM ON.

               WITH A ROLLING OF HIS EYES, THE CAPTAIN LOOSENS HIS TIE.  
               IT'S ON.

                                     CAPTAIN SINCERITY
                         "Marie Callender made her warm country 
                         fried steak with tender beef skirt
                                     (MORE)

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


                                     CAPTAIN SINCERITY (CONT'D)
                         dipped in seasoned batter, fresh 
                         corn on the cob on the side and smooth 
                         creamy gravy
                              (VOICE STAYS UPBEAT; 
                              SAYING THE NEXT LINE 
                              MATTER-Of-FACTLY)
                         Then she died. But we will continue 
                         to make her dish for you in a 
                         convenient frozen dinner.  Delicious 
                         food, Generous portions.  Marie 
                         Callender's."

               THE CAPTAIN HOLDS A PLEASANT SMILE AFTER THE LAST LINE... IN 
               A DESPERATE ATTEMPT TO 'SELL IT.'

               CHUCK AND THE BOARD SIT IN STONE-FACED SILENCE.

               THE CAPTAIN HOLDS... AND HOLDS...  HE HAS TO SELL IT.

               CHUCK SITS UP IN HIS CHAIR; A COLD BLANK EXPRESSION ON HIS 
               FACE.

                                     CHUCK
                         Let me see the copy.

                                     CAPTAIN SINCERITY
                         I can explain.  Ed McGovney had--

                                     CHUCK
                         Hand it over!

               RELUCTANTLY, THE CAPTAIN SLIDES THE SHEET OF PAPER WHICH 
               HE'S BEEN READING FROM ACROSS THE TABLE TO CHUCK.

               PULLING A PEN FROM HIS LAPEL POCKET, CHUCK STARTS SCRIBBLING 
               ACROSS THE SHEET. 

                                     CHUCK (CONT'D)
                         The way this reads you're giving 
                         people the impression that she died 
                         from making chicken-fried steak!

                                     CAPTAIN SINCERITY
                         Right, it is a bad concept.  We --

                                     CHUCK
                         People will think she had a heart 
                         attack for God's sake! 

               CHUCK FLINGS THE PAPER BACK ACROSS THE TABLE.  LIKE A NERVOUS 
               RAT, CAP'N SINCERITY GRABS THE SCRIPT.

               SCANNING THE RE-WRITE, THE CAPTAIN IS PUZZLED, LOOKING BACK 
               TO CHUCK, WHO NODS BACK APPROVINGLY.

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


                                     CHUCK (CONT'D)
                         Give that a try.  For the room.

               THE CAPTAIN STANDS SLIGHTLY TALLER, A NEW PITCH HAS BEGUN.

                                     CAPTAIN SINCERITY
                         "Marie Callender made her warm country 
                         fried steak with tender beef steak 
                         dipped in seasoned batter, fresh 
                         corn on the cob on the side and smooth 
                         creamy gravy
                              (VOICE LOWERS SLIGHTLY; 
                              FOR 'DIGNITY')
                         Then she died... 
                              (THEN INJECTING A 
                              WARMTH INTO HIS VOICE)
                         From bladder cancer.  In honor of 
                         Marie's lasting memory, we will 
                         continue to make her dish for you in 
                         a convenient frozen dinner.
                              (SELLING THE TAGLINE)
                         Delicious food, Generous portions.  
                         Healthy bladders"

               THE OTHER BOARD MEMBERS IN THE ROOM LOOK TO CHUCK, WHO GRINS 
               WIDELY.

                                     BOARD MEMBER #1
                         That works so much better, Chuck.

                                     BOARD MEMBER #2
                         That can make it work... but I'm 
                         wondering.

                                     CHUCK
                         You have a note?

                                     BOARD MEMBER #2
                         Maybe it sounds like we're trying 
                         too hard to convince people she didn't 
                         die from the country fried steak.

                                     CHUCK
                         Good point, we can re-work it.

               CHUCK GRABS A HANDSET OFF A PHONE ON THE TABLE.  DIALING 
               FOUR QUICK DIGITS.

                                     CHUCK (CONT'D)
                         Julie?  Get the Callender family 
                         down here, we're going to want their 
                         approval on this spot, today.

               CUT TO:

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


               INT. DIMPLES - KARAOKE STAGE -- AFTERNOON

               A PERKY YOUNG HOSTESS WEARING A TIGHT BELLY-BARING T-SHIRT 
               GRABS A MICROPHONE, AND STEPS INTO THE SPOTLIGHT.

                                     HOSTESS
                         Good Thursday Afternoon, everybody.  
                         How are you doing out there?

               A WAVE OF CLAPS AND SHOUTS FLUTTER UP FROM THE NOT-QUITE-
               PACKED RESTAURANT.

                                     HOSTESS (CONT'D)
                         My name's Brittany, and I want to 
                         welcome everyone to the world-famous 
                         Dimples!

               A SMATTERING OF MORE APPLAUSE FILTERS OUT FROM THE CROWD.

                                     HOSTESS (CONT'D)
                         We know that it's never too early 
                         for a little entertainment with your 
                         meal.  If you want to get up here 
                         and show us what you've got; just 
                         hand me one of the slips of paper on 
                         your table.  And we've got one eager 
                         beaver, who rip-roaring to go 
                         apparently.  Give it up for Terry!

               MORE APPLAUSE RINGS OUT.  BUT NOT FROM TERRY, WHO LOOKS 
               NERVOUSLY IN ALL DIRECTIONS.  NO SIGN OF PARIS.  SQUIRMING, 
               HE SLIDES OUT FROM THE BOOTH.

               CUT TO:

               INT. SHAKY ED'S CAR -- DAY

               TRACY SPINS THE WHEEL, AS SHAKY ED'S HEAD RESTS AGAINST THE 
               PASSENGER WINDOW.  DESPONDANT.

                                     SHAKY ED
                         Thank you so much for driving.  In 
                         the state I'm in, I shouldn't be 
                         behind the wheel of a moving vehicle.

                                     TRACY
                         Don't worry about it.  You'll find 
                         another guy.  A better guy!

               SHAKY ED SITS UP, DISGUSTED.

                                     SHAKY ED
                         Another 'guy'?  Please.  At this 
                         rate, I'll probably end up with my 
                         ex-wife.

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


                                     TRACY
                         You were married?

                                     SHAKY ED
                         Oh yeah.  What a friggin manipulative 
                         bitch!  She's the reason I decided 
                         to go 'gay'.

                                     TRACY
                         "Decided"?

                                     SHAKY ED
                         Yeah.  I'm still attracted to women, 
                         but they lie.  And cheat.  So I 
                         switched to men.

                                     TRACY
                         You could just switch like that?

                                     SHAKY ED
                         If I brought a man flowers, he 
                         wouldn't lie to me.

                                     TRACY
                         And you also claim to hate liars, 
                         yet you're interested in Captain 
                         Sincerity?  Doesn't make any sense.

                                     SHAKY ED
                         Tell me about it.  I'm so screwed.  
                         That's why I bought this.

               ED POPS OPEN THE GLOVE COMPARTMENT, PULLING OUT A HANDGUN.

               TRACY JERKS THE STEERING WHEEL IN SHOCK.

                                     TRACY
                         Oh My God!

               CUT TO:

               INT. DIMPLES - KARAOKE STAGE -- DAY

               OFF TO THE SIDE, TERRY PULLS ON THE HOSTESS' SLEEVE.

                                     TERRY
                         I've never done this before...

                                     HOSTESS
                         It's no big deal, everyone will 
                         support you.

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


                                     TERRY
                         I was kinda hoping that my girlfriend 
                         would be here... she went to the 
                         rest room a while ago.

               CUT TO:

               INT. DIMPLES KITCHEN -- DAY

               PARIS AND THE HEAD CHEF ARE HUDDLED AROUND THE GRILL, STARING 
               DOWN WITH INTENSE FOCUS ON THE SANDWICH.

                                     PARIS
                         I think it's too dark on the Virgin 
                         Mary's face.

                                     HEAD CHEF
                         It could be a beauty mark!

                                     PARIS
                         You gave her a beard!!  

                                     HEAD CHEF
                         Maybe you tell him it's Jesus?

                                     PARIS
                         We did just watch The Passion.

                                     HEAD CHEF
                         I could make a cross, real easy!

                                     PARIS
                         I think Jesus should have longer 
                         hair.  Don't you?

                                     HEAD CHEF
                         I'm not really sure, I'm Jewish.

               PARIS IS TAKEN ABACK BY THE REVELATION.

                                     PARIS
                         Oh.

                                     HEAD CHEF
                         I can still do it. 

                                     PARIS
                         Do you think the dishwasher...?  

                                     HEAD CHEF
                         Would you feel more comfortable if I 
                         put Noah on the sandwich?

                                     PARIS
                         That's Old Testament.

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


                                     HEAD CHEF
                         It'd be easy to make an ark shape.

                                     PARIS
                         If you have a black sharpie, I could 
                         just draw in the rest. 

               THE CHEF TWEAKS WITH THE SANDWICH, PUSHING THE CRUST AT 
               DIFFERENT ANGLES.

               TURNING THE BREAD BACK OVER, HE GRUNTS.  

                                     PARIS (CONT'D)
                         You burnt the cross over his face!!  
                         What do you people have against 
                         Jesus?!  

                                     HEAD CHEF
                         'You people'?

               PARIS IS CAUGHT.

                                     PARIS
                         Yes, you... 'cooks'.   

               CUT TO:

               INT. DIMPLES - KARAOKE STAGE -- MOMENTS LATER

               SOAKING UP THE SPOTLIGHT, THE HOSTESS BRINGS THE MICROPHONE 
               UP TO HER LIPS.

                                     HOSTESS
                         Alright, Dimples!  How you doing?

               LACKLUSTER APPLAUSE DRIFTS OUT.

                                     HOSTESS (CONT'D)
                         First up, we've got Terry.  And he's 
                         never done karaoke before.  So I 
                         want everyone to show him some love.  
                         Let's hear it for Terry!

               SHE SWINGS THE MICROPHONE TO HIM, AS HE GINGERLY STEPS OUT 
               FRONT AND CENTER.  THE WARM GLOW OF APPLAUSE STARTS TO FILTER 
               IN TO HIS NERVOUSNESS.

               THE OPENING BARS OF THE BEATLES' "COME TOGETHER" BLARE OUT 
               FROM THE SPEAKERS.  TERRY SHIELDS HIS EYES FROM THE SPOTLIGHT 
               AND SEARCHES FOR HIS MONITOR.

                                     TERRY
                         I don't even know this song!

               THE LYRICS POP UP ON THE SCREEN, HIGHLIGHTING AS THEY MOVE 
               ALONG WITH THE MUSIC.

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


                                     TERRY (CONT'D)
                              (weakly singing)
                         Flattop old here come,         
                         grooving come he slowly up,      
                         Eyeball jew - jew....

               TERRY STRUGGLES TO KEEP READING ALONG 

                                     TERRY (CONT'D)
                         Something about Jews?  

               IN VAIN, HE TRIES TO KEEP GOING. 

                                     TERRY (CONT'D)
                         Knees down, he's got hair           
                         Be to got what he just please the 
                         Joker,        Over now, together 
                         right.......   Come on me!  

               VARIOUS AUDIENCE MEMBER WATCH IN JAW-DROPPED HORROR.  THE 
               HOSTESS SMILES AT PEOPLE, CLAPS TO KEEP THE MOOD LIGHT AND 
               FUN.

               OBLIVIOUS TO THE AUDIENCE, BUT HEARING THE CLAPPING, TERRY 
               PUTS MORE ENERGY INTO HIS SINGING.

                                     TERRY (CONT'D)
                         No wearing shoeshine,             
                         got football on his toe-joe,       
                         he gotta finger a monkey,

               AN OLDER WOMAN'S EYES WIDEN IN DISGUST. 

                                     TERRY (CONT'D)
                         Coca-cola he shoot.. uh,           
                         He says "You know you,  I know me", 
                         I can tell you one thing,          
                         be free to be free,              
                         Over right, together now......   
                         Come on me!  
                              (to the crowd)
                         Everybody!  Come on me!  

               CUT TO:

               INT. MARIE CALLENDER CORPORATE HEADQUARTERS - CONFERENCE 
               ROOM -- DAY

               THE ROOM IS NOW PACKED WITH EXECUTIVES.  CHUCK LEADS WYNN 
               CALLENDER, A SENIOR DRESSED IN A THREE-PIECE SUIT, TO A SEAT 
               AT THE HEAD OF THE TABLE.

                                     CHUCK
                         There you go Wynn.  We wanted to run 
                         this script by you.  Get the family's 
                         permission before we cut this spot 
                         since it deals with Marie.

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


                                     WYNN CALLENDER
                         She's the name above the door.

                                     CHUCK
                         That's right.  She gave us this proud 
                         tradition.  Alright, let's hear it.

               CAPTAIN SINCERITY SCRIBBLES LAST SECOND NOTES ACROSS THE TOP 
               OF THE SCRIPT.

                                     CAPTAIN SINCERITY
                         Just want to clean-up that one 
                         section... I'm not sure it reads, 
                         well, uh--

                                     WYNN CALLENDER
                         Get on with it!

               THE CAPTAIN STRAIGHTENS UP, AND TRIES TO 'TURN IT ON', ONE 
               LAST TIME.  USING EVERY LAST ONCE OF FAKE SINCERITY HE CAN 
               MUSTER.

                                     CAPTAIN SINCERITY
                         "Marie Callender made her warm country 
                         fried steak with a tender beef skirt 
                         dipped in seasoned batter, fresh 
                         corn on the cob and smooth creamy 
                         gravy
                              (MATTER-Of-FACTLY)
                         Then she died...
                              (INJECTING A WARMTH 
                              BACK INTO HIS VOICE)
                         From bladder cancer, learn more about 
                         it on our website.  In honor of 
                         Marie's lasting memory, we will put 
                         $1 from every frozen country-fried 
                         steak dinner into "Marie's Urethra" 
                         our Anti-Bladder Cancer Foundation.  
                              (AND THE TAGLINE)
                         Delicious Food, Generous Portions.  
                         Healthy Bladders."

               CAPTAIN SINCERITY STRAINS WITH ALL HIS MIGHT TO LEND THE 
               GRAVITAS TO THE AD.

               THE ROOM IS SILENT AS WYNN LOOKS DOWN TO THE TABLE.  HIS 
               HEAD IN HIS HANDS.

               PANICKED, CHUCK GRABS THE SCRIPT FROM THE CAPTAIN'S HANDS.

                                     CHUCK
                         Mr. Callender, I apologize.  This 
                         writer wrote something not 
                         appropriate, and I--

               WYNN WAVES A HAND UP, SHUTTING HIM UP.  THE ELDERLY MAN RAISES 
               HIS HEAD.  TEARS SLOWLY DRIPPING OFF HIS CHEEKS.

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


                                     WYNN CALLENDER
                         My sister was so beautiful.

               CHANGING COURSE, CHUCK NODS IN AGREEMENT.

                                     CHUCK
                         A Princess!

                                     WYNN CALLENDER
                         And you are only thinking radio?

               SEEING AN OPENING... 

                                     CAPTAIN SINCERITY
                         Not at all.  We'll start with radio, 
                         then move on to TV.

               CUT TO:

               INT. TRACY AND PARIS' APARTMENT - KITCHEN -- AFTERNOON

               TRACY DROPS DOWN INTO A CHAIR AT THE KITCHEN TABLE, WHILE 
               SHAKY ED STANDS AT THE DOOR, PLAYING WITH THE HANDGUN.

                                     TRACY
                         I would appreciate it, if you didn't 
                         bring that gun into my apartment.

                                     SHAKY ED
                         I showed you that it wasn't loaded!

                                     TRACY
                         I don't ever want a gun in my house.

                                     SHAKY ED
                              (defensive)
                         Is this because I'm gay?

                                     TRACY
                         You're not gay!

                                     SHAKY ED
                         It's unloaded.

                                     TRACY
                         That doesn't matter.

               SHAKY ED STICKS THE GUN INTO HIS PANT'S POCKET.  CLOSING THE 
               DOOR BEHIND HIMSELF.

                                     SHAKY ED
                         I'm just out of my head.  I need 
                         love so bad. 

                                     TRACY
                         Ed, calm down.

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


               PULLING THE GUN BACK OUT OF HIS POCKET, ED STICKS THE BARREL 
               UP AGAINST HIS FOREHEAD.

                                     SHAKY ED
                         That's it.  I'm going to kill myself!

               ED VIOLENTLY PUSHES HIMSELF AGAINST THE WALL.

                                     TRACY
                         Ed.

                                     SHAKY ED
                         I'll do it!  I'll blow my brains 
                         out!

                                     TRACY
                         It's not loaded.

                                     SHAKY ED
                         You think I won't!?!

                                     TRACY
                         You can't!

                                     SHAKY ED
                         Is this because I'm gay?

                                     TRACY
                         Ed!  Put down the--

               MR. WHIPPLE THE CAT JUMPS UP ON THE TABLE AND STARTS LICKING 
               A STICK OF BUTTER ON A BUTTER DISH.  TRACY PULLS AT HER HAIR.

                                     TRACY (CONT'D)
                         Mr. Whipple!  Damn it.

               SCOOPING THE CAT UP, ED PULLS THE GUN FROM HIMSELF, AND 
               INSTEAD, HOLDS IT POINT-BLANK TO THE CAT'S HEAD.  THREATENING.

                                     SHAKY ED
                         Okay, the cat'll die!

                                     TRACY
                         Ed, stop it!

                                     SHAKY ED
                         I'm gonna make a mess of kitty brains 
                         if I don't get love.

                                     TRACY
                         This is crazy!

                                     SHAKY ED
                         If you wanna see your precious pet 
                         survive--

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


                                     TRACY
                         I hate that cat.

                                     SHAKY ED
                         I'll do it!  I will!

                                     TRACY
                         The gun isn't loaded!

                                     SHAKY ED
                         The cat doesn't know that!

               TRACY IS COMPLETELY EXACERBATED.  SHE STORMS OUT OF THE ROOM, 
               DEFLATING ED'S RANT.

                                     SHAKY ED (CONT'D)
                         Where are you going?  Tracy?

               HE DROPS THE CAT AND GUN DOWN ON THE KITCHEN TABLE.  FOLLOWING 
               HER DOWN A HALLWAY.

                                     SHAKY ED (CONT'D)
                         I can't be alone right now.

               CUT TO:

               INT. DIMPLES -- AFTERNOON

               CARRYING THEIR LUNCH, PARIS WALKS THROUGH SEVERAL PATRONS 
               TOWARD THE BOOTH, WHERE A TRIUMPHANT TERRY STILL REVELS IN 
               THE GLOW OF HIS PERFORMANCE.

                                     PARIS
                         Lunch is served.  A special treat 
                         just for you.

               TERRY GRABS THE PLATE FROM HER WITH ONE HAND, AND PULLS HER 
               DOWN WITH THE OTHER.

                                     TERRY
                         Where were you?

                                     PARIS
                         I was just getting our lunch, sweetie.

               TERRY FUMES.

                                     TERRY
                         But you missed it!  Everybody was 
                         clapping and-- 

                                     PARIS
                         I'm sure you were great.

               AS PARIS TALKS, WITHOUT A SECOND THOUGHT, TERRY PICKS UP THE 
               SANDWICH FOR A BITE. 

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


                                     PARIS (CONT'D)
                         Hey, you know how there should be a 
                         sign that we could move in --

               QUICKLY, SHE PULLS THE SANDWICH AWAY FROM HIS MOUTH.

                                     TERRY
                         What are you doing? 

                                     PARIS
                         I... uh.. don't eat while I'm talking.

                                     TERRY
                         Good grief.

               SHE PULLS THE SANDWICH FROM HIS HANDS AND PLACES IT DOWN ON 
               THE TABLE.

                                     PARIS
                         Tell me about your song.

                                     TERRY
                         You put in a song that I didn't know.  
                         But once the music started--

               PARIS CAN'T STAY FOCUSED ON TERRY.  HER EYES KEEP CHECKING 
               OUT THE SANDWICH.

                                     TERRY (CONT'D)
                         I think I could follow the beat and 
                         everyone--

               PARIS FLIPS THE SANDWICH OVER.  NO, THAT'S NOT RIGHT.  TERRY 
               HAS TROUBLE STAYING ON MESSAGE WITH HER CONSTANT SPINNING OF 
               HIS SANDWICH.

                                     TERRY (CONT'D)
                         Was applauding.  So I started singing.  
                         And it was good.  And I...

               PARIS HAS NOW SPUN THE PLATE AROUND SO THE "JESUS" IMAGE IS 
               RIGHT-SIDE UP FACING HER BEAU.

                                     TERRY (CONT'D)
                         What in the world are you doing?!

                                     PARIS
                         Nothing!  I just wanted you to be 
                         able to... see your sandwich.

               TERRY GRABS THE GRILLED CHEESE UP OFF THE PLATE. 

                                     TERRY
                         Who gives a rat's ass?

               WITH ONE BIG BITE, TERRY TEARS THE SANDWICH IN TWO.  PARIS 
               CAN'T BELIEVE WHAT SHE'S SEEING.

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


                                     TERRY (CONT'D)
                         I'm trying to tell you that I'm cured.

               PARIS' HEAD FALLS INTO HER HANDS.  DEFEATED.

                                     TERRY (CONT'D)
                         What's with you?!?

               PARIS SNAPS BACK WITH ANGER.  EXAMINING THE REMAINING PIECES 
               OF BREAD.

                                     PARIS
                         Terry.  Damnnit, you just bit the 
                         friggin head off Christ!

               THAT'S IT.  TERRY HAS SEEN ENOUGH, AND EXPLODES.

                                     TERRY
                         Alright.  Forget this.  You and I 
                         are through.  I don't know what kind 
                         of sick person you are, but mocking 
                         my religious beliefs is just 
                         disgusting.

               TERRY GETS OUT FROM THE BOOTH.  FUMING.

               PARIS WATCHES, HELPLESSLY.  SHE DRAWS A HAND DOWN HER FACE.  
               THE HEAD CHEF STEPS UP TO HER, WITH ANOTHER PLATE WITH A 
               GRILLED-CHEESE IN HIS HAND.

                                     SIDEBAR ASSISTANT
                         This one kinda looks like Noah.

               PARIS RAISES HER EYES TO MEET THE CHEF.  THIS IS PATHETIC.

               CUT TO:

               INT. TRACY AND PARIS' APARTMENT - BEDROOM -- AFTERNOON

               THE BED NEARLY FILLS EVERY INCH OF THE TINY BEDROOM.  TRACY 
               AND SHAKY ED LIE ON TOP OF THE COVERS, STARING UP AT THE 
               CEILING.

                                     SHAKY ED
                         What are you thinking?

                                     TRACY
                         I'm thinking that I should turn gay.

                                     SHAKY ED
                         Hasn't helped me any.

                                     TRACY
                         No, I suppose not.

                                     SHAKY ED
                         He hurt you pretty bad, too, huh?

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


                                     TRACY
                         No, not him per se.  I guess I just 
                         wanted to believe that after all 
                         these years, I'd find someone I could 
                         believe in.

                                     SHAKY ED
                         Someone who's honest.

                                     TRACY
                         And open with their emotions.

                                     SHAKY ED
                         Someone who wants to connect on a 
                         deeper level.

                                     TRACY
                         A soul mate?

                                     SHAKY ED
                         Yeah, a soul mate.

               THEY TURN AND FACE EACH OTHER.  SMILES SHOW THAT A MOMENT 
               HAS BEEN SHARED.  TRACY LEANS OVER AND GIVES ED A SHORT PECK 
               ON THE LIPS.

                                     SHAKY ED (CONT'D)
                         A good time.

                                     TRACY
                         A good roll in the hay.

               CUT TO:

               EXT. SMOG CHECK ONLY STATION -- AFTERNOON

               PULLING TRACY'S BEAT UP CAR UP TO THE GARAGE, CAPTAIN 
               SINCERITY STEPS OUT AND WAVES HIS HAND IN FRONT OF HIS FACE 
               TO FAN THE EXHAUST AWAY.

               A STOCKY ATTENDANT STEPS UP TO HIM.

                                     ATTENDANT
                         Can I help you?

                                     CAPTAIN SINCERITY
                         Hi there!  Yeah, I need the ol' smog 
                         certificate on my car.  Figured I'd 
                         bring it in to your place.

                                     ATTENDANT
                         Okay.  Let me start filling out the 
                         form.

               THE ATTENDANT GRABS A CLIPBOARD, AND WALKS AROUND TO THE 
               BACK BUMPER. 

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


                                     CAPTAIN SINCERITY
                         Cause your place looks... honest.  
                         Straight-up.  On the totally legit 
                         tip.

               THE STONE-FACED ATTENDANT DOESN'T ACKNOWLEDGE ANYTHING.  
               INSTEAD HE SCRIBBLES DOWN THE LICENSE PLATE NUMBER.

                                     CAPTAIN SINCERITY (CONT'D)
                         I've heard some places.  Not yours, 
                         but I've heard that some places, you 
                         just pay a guy... Twenty?

               THE ATTENDANT STILL GIVES NO SIGN OF INTEREST IN WHAT THE 
               CAPTAIN IS SAYING.

                                     CAPTAIN SINCERITY (CONT'D)
                         Make that fifty.  $50 and you can 
                         walk out with a clean bill of health.  
                         No questions asked.  Your car passed.

               THE ATTENDANT IS OBLIVIOUS TO THE NOT-TOO-SUBTLE HINT THAT 
               CAPTAIN SINCERITY IS DROPPING.

                                     CAPTAIN SINCERITY (CONT'D)
                         So I shouldn't bribe you.
                              (LAUGHING TO HIMSELF)
                         Or should I?

               THE CAPTAIN FAKES LAUGHS SOME MORE.  NO RESPONSE.  HE GIVES 
               UP.

                                     CAPTAIN SINCERITY (CONT'D)
                         Should I bribe you?

                                     ATTENDANT
                         I don't take bribes.

                                     CAPTAIN SINCERITY
                         Of course not.  No.  We're the clean 
                         ones.  No, the crooks, we know where 
                         they are.  The bribes go to 
                         Sacramento.  Politicians.  Look at 
                         our Gov'nuh.  
                              (PUTTING ON THE ACCENT)
                         Ahnuld.  Let me take money from  
                         honest folks, make them pay for smog 
                         checks.  Give to my wealthy 
                         contributors.  Ya.
                              (DROPPING THE ACCENT)
                         Boy, I'd like to stick it to him.  
                         Cheese him off really good.  Wouldn't 
                         you?

               THE ATTENDANT HAS MOVED TO THE DASH, SCRIBBLING DOWN THE 
               ODOMETER READING.

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


                                     CAPTAIN SINCERITY (CONT'D)
                         You could really show him who's boss.  
                         Pass every car.  Not let him get any 
                         fines or fees.  Don't you just hate 
                         this stuck-up actor, thinks he can 
                         tell us what to do.  These stuck up 
                         actors, I hate 'em, don't you?

                                     ATTENDANT
                         That's why I moved out here.  I'm an 
                         actor.

               THE CAPTAIN CHANGES COURSE IN A FLASH. 

                                     CAPTAIN SINCERITY
                         Noble profession.

               CUT TO:

               EXT. TERRY'S APARTMENT -- AFTERNOON

               PARIS BANGS ON THE FRONT DOOR.  TERRY CRACKS THE DOOR OPEN, 
               BUT THE CHAIN PREVENTS IT FROM OPENING COMPLETELY.

                                     TERRY
                         What are you doing here?  

                                     PARIS
                         You deserted me in Burbank.  You 
                         don't just drop someone like that.

                                     TERRY
                         You insulted our Lord.  We're through.

                                     PARIS
                         Fine.  Just let me grab my things.  

                                     TERRY
                         Now isn't a good time.

                                     PARIS
                         I don't care, I want to collect my 
                         things.

                                     TERRY
                         I'll drop them off tomorrow. 

               FROM DEEP IN TERRY'S APARTMENT, A FEMALE VOICE.

                                     WOMAN (O.S.)
                         Honey?  Who's at the door?

               TERRY IS FROZEN STIFF. PARIS PUSHES HARDER AGAINST THE DOOR.

                                     PARIS
                         Who is that?  Is someone in there 
                         with you?

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


               BEHIND TERRY, A WOMAN ENTERS THE LIVING ROOM.  DROPPING DOWN 
               ON TO THE COUCH.

                                     WOMAN
                         Who is it, Terry?  Let them in.

               WITH MUCH DREAD, TERRY SLIDES THE CHAIN DOWN, AND OPENS THE 
               DOOR FOR PARIS TO ENTER.

               INT. TERRY'S APARTMENT -- CONTINUOUS

               PARIS ONLY TAKES A STEP INTO THE LIVING SPACE, BARELY ALLOWING 
               TERRY TO SHUT THE DOOR.  THE WOMAN LOOKS UP FROM A MAGAZINE.

                                     TERRY
                         Honey, this is Paris.  That woman I 
                         told you about from Sunday School.

               THE WOMAN NODS.

                                     WOMAN
                         Right.  Hi, I'm Cheryl.  Want to 
                         have a seat?

               TERRY GRABS A PAPER GROCERY BAG, SLIGHTLY HIDDEN BEHIND A 
               TALL PLANT.

                                     TERRY
                         She doesn't have time.  She just 
                         came by to grab those leftovers from 
                         the Church Auction.

               SHOVING THE BAG INTO PARIS' HANDS.

                                     CHERYL
                         Oh, that's right.
                              (TO PARIS)
                         I've been out of the country these 
                         last few months.  I would have loved 
                         to have helped you plan it.

               SOMEHOW, PARIS HAS KEPT HER COOL.

                                     PARIS
                         That's too bad.  You should have 
                         been here to stop Terry from bidding 
                         so much on our number one item.

                                     WOMAN
                         Oh Terry, you didn't tell me about 
                         this.

               COMPLETELY SCREWED, TERRY MEEKLY SHRUGS.

                                     PARIS
                         Yeah, we thought $500 was too high...

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


               SHE REACHES INTO HER PURSE AND PULLS OUT A STYROFOAM TO-GO 
               BOX.

                                     PARIS (CONT'D)
                         For a Grilled-Cheese Sandwich that 
                         has an image of Noah.  But Terry 
                         just had to have it.  And I'm going 
                         to need that check now.  Praise the 
                         Lord.

               TERRY SQUIRMS. 

               CUT TO:

               EXT. SMOG CHECK ONLY STATION -- AFTERNOON

               TRACY'S CAR IS HOOKED INTO THE SMOG-CHECKING MACHINE, AND 
               THE ATTENDANT READS THE DISPLAY. 

               HOVERING BEHIND HIM, THE CAPTAIN IS ON THE ROPES, BUT HE 
               WON'T GIVE UP HIS FIGHT. 

                                     CAPTAIN SINCERITY
                         So you're an actor.  Been in anything 
                         I would have seen?

                                     ATTENDANT
                         Yeah, you saw The Passion of the 
                         Christ, right?

               FOR THE TINIEST OF MOMENTS, A LOOK OF FEAR CROSSES THE 
               CAPTAIN'S FACE.  BUT HE'S BACK ON--

                                     CAPTAIN SINCERITY
                         Loved it.  

                                     ATTENDANT
                         Yeah, what was your favorite scene?  

                                     CAPTAIN SINCERITY
                         Oh... 
                              (TRAPPED)
                         The one with Jesus.  Yeah.  You were 
                         in that?  Yeah, I'm starting to 
                         remember you.

                                     ATTENDANT
                         My scene was cut.

                                     CAPTAIN SINCERITY
                         Alright.  That's too bad.  The 
                         bastards.

                                     ATTENDANT
                         No big deal.  It didn't make much 
                         sense in the flow of the narrative.

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


                                     CAPTAIN SINCERITY
                         No?

                                     ATTENDANT
                         Well, you know how Jesus was a 
                         carpenter?  It was set up that Jesus 
                         had built my character a table and 
                         the legs were uneven... it rocked.  
                         So I was asking him for a refund as 
                         he was dragging the cross... the 
                         whole scene didn't work.

                                     CAPTAIN SINCERITY
                         Gosh, that... man, I'm sorry.

               THE ATTENDANT RIPS THE PAPER PRINT-OUT FROM THE MACHINE.  
               SHAKES HIS HEAD.

                                     ATTENDANT
                         Sir, your car has failed.  And this 
                         is apparently the second time this 
                         car has failed this week.

                                     CAPTAIN SINCERITY
                         Yeah, yeah, yeah.  Maybe there's a 
                         deal we can work out...

               CUT TO:

               INT. TRACY AND PARIS' APARTMENT - HALLWAY -- LATER

               BURSTING IN THE DOOR, CAPTAIN SINCERITY IS ALL SMILES.  HE 
               CHECKS IN THE LIVING AREA, THEN KITCHEN.

                                     CAPTAIN SINCERITY
                         Tracy?

               WALKING DOWN THE HALLWAY, TOWARD THE BEDROOM.

                                     CAPTAIN SINCERITY (CONT'D)
                         Honey.  I've got great news.  I got 
                         your car smog check certified!

               HE SWINGS THE BEDROOM DOOR OPEN.  STOPS DEAD IN HIS TRACKS.

                                     CAPTAIN SINCERITY (CONT'D)
                         Oh my God!!!

               CAUGHT IN THE ACT, TRACY PUSHES SHAKY ED OFF HER, AND TO THE 
               OTHER SIDE OF THE BED.  SHAKY ED GRABS HIS GLASSES OFF THE 
               BEDSIDE TABLE.

                                     TRACY
                         My car passed!

                                     CAPTAIN SINCERITY
                         What in the hell are you doing!?!? 

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


               SHAKY ED PULLS ONE OF THE COVERS OFF, WRAPPING IT AROUND 
               HIMSELF.  HE PLEADS WITH THE CAPTAIN.

                                     SHAKY ED
                         Buddy.  Pal.  Hey, I was thinking of 
                         you the whole time.

               THE CAPTAIN TURNS AWAY IN DISGUST AND EXITS.

               CUT TO:

               INT. TERRY'S APARTMENT -- EVENING

               CHERYL AND TERRY ARE HAVING A NICE LOUD ARGUMENT.

                                     CHERYL
                         $500 for a sandwich?!?!  Are you 
                         crazy?

                                     TERRY
                         I'm dyslexic.  I thought it was $5.

                                     CHERYL
                         That sounds like a load of bull!  

                                     TERRY
                         But there's good news... I did some 
                         karaoke today, and I'm cured.  I can 
                         read just fine.

                                     CHERYL
                         Who gives a rat's ass!?

               TERRY IS CUT OFF, BY THE FRONT DOOR KNOCKING.  HE OPENS IT 
               TO SEE CAPTAIN SINCERITY.

                                     CAPTAIN SINCERITY
                         Hey Terry.  Could you do me favor?  
                         I need you to return Tracy's car.

               TERRY DOESN'T KNOW HOW TO RESPOND.  CHERYL WATCHES CLOSELY.

                                     TERRY
                         Now really isn't a good time.

               WITHOUT CARING, THE CAPTAIN TOSSES TRACY'S KEYS AT TERRY.  

                                     CAPTAIN SINCERITY
                         Whatever.  I just caught Tracy 
                         cheating on me.  I don't want to see 
                         her ever again.  And I'd keep an eye 
                         on Paris if I were you.  She's 
                         probably fucking around behind your 
                         back too!

               THE CAPTAIN FINALLY NOTICES CHERYL, WHO IS FOAMING AT THE 
               MOUTH ANGRY.

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


                                     CAPTAIN SINCERITY (CONT'D)
                         Who's this?  Your sister?

               CUT TO:

               INT. TRACY AND PARIS' APARTMENT - KITCHEN -- EVENING

               DIGGING INTO A DEEP TUB OF BASKIN ROBBIN'S ICE CREAM, TRACY 
               PULLS OUT A LARGE CHUCK AND WOLFS IT DOWN.

               SHE DOESN'T TURN AS THE DOOR OPENS.  PARIS SEES THE ICE CREAM; 
               IMMEDIATELY GOES TO A DRAWER AND PULLS OUT HER OWN SPOON.

                                     PARIS
                         Ice cream.  You must be as miserable 
                         as I am.

                                     TRACY
                         Captain Sincerity and I broke up.

                                     PARIS
                         Isn't that a good thing?

                                     TRACY
                         You would think.

               PARIS DIGS IN AND HELPS HERSELF TO SOME ICE CREAM. 

                                     PARIS
                         Terry and I are over.

                                     TRACY
                         Isn't that a good thing?

                                     PARIS
                         You would think.

               THE TWO WOMAN ENJOY ANOTHER TASTE OF ICE CREAM IN COMPLETE 
               SILENCE.  BEAT.

                                     TRACY
                         At least one good thing happened.

                                     PARIS
                         Oh yeah?

                                     TRACY
                         The Captain got my car to pass the 
                         smog check.

               CUT TO:

               INT. TRACY'S CAR -- EVENING

               STILL FUMING, TERRY DRIVES; CAPTAIN SINCERITY RIDES SHOTGUN.

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


                                     CAPTAIN SINCERITY
                         How was I suppose to know she wasn't 
                         your sister?

               TERRY DOESN'T RESPOND.  PISSED OFF.

                                     CAPTAIN SINCERITY (CONT'D)
                         What a terrible day.

                                     TERRY
                         At least one good thing happened.

                                     CAPTAIN SINCERITY
                         Oh yeah?

                                     TERRY
                         Thanks to your advice to do karaoke, 
                         I've beaten dyslexia.

               ABSENTMINDEDLY, TERRY TURNS RIGHT DOWN A SIDE-STREET... RIGHT 
               PAST A "DO NOT ENTER" SIGN.

                                     TERRY (CONT'D)
                         See, that sign says "Do Enter." 

               CAPTAIN S. GRABS THE DASH.

                                     CAPTAIN SINCERITY
                         What are you doing?  That said "Do 
                         NOT Enter"!

                                     TERRY
                         Oh hell.

               TIRES SQUEAL.

               CUT TO:

               INT. BARNEY'S BEANERY -- DAY

               WEEKS LATER, DRINKS IN HAND.  TRACY AND PARIS SIT AT THE 
               GRUNGY BAR.  BEHIND THEM, ROWS OF TELEVISION SETS SHOW MUSIC 
               VIDEOS AND SPORTING EVENTS.

                                     PARIS
                         You needed a new car, anyway.

                                     TRACY
                         Let's not talk about it.

               PARIS NODS HER HEAD TOWARD SOME BOOTHS IN THE BACK.

                                     PARIS
                         Those guys over there are checking 
                         us out.

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


                                     TRACY
                         There's just one thing I don't 
                         understand.

                                     PARIS
                         Come on.  Let's go over by the pool 
                         table.

                                     TRACY
                         He won't take my calls, but I'd still 
                         love to know how Captain Sincerity 
                         got that hunk of junk to pass the 
                         smog check...?

               THE WOMEN LEAVE, BUT OUR FOCUS STAYS ON THE BAR, SLOWLY 
               PUSHING IN TOWARD ONE OF THE TELEVISION SETS.

               ON THE SCREEN:

               EXT. CEMETERY -- DAY

               THE WARM GLOW OF GOLDEN LIGHTS SHIMMERS THROUGH TREES AND 
               TOMBSTONES.

               WEARING HIS SUNDAY BEST, CARRYING A BOUQUET OF LILIES, THE 
               ATTENDANT FROM THE SMOG CHECK ONLY STATION STEPS UP TO A 
               TOMBSTONE.

               WITH HEARTFELT SINCERITY. 

                                     ATTENDANT
                         Marie Callender made her warm country 
                         fried steak with tender beef steak 
                         dipped in seasoned batter, fresh 
                         corn on the cob on the side and smooth 
                         creamy gravy, then she died...

               HE LAYS THE FLOWERS DOWN ON A TOMBSTONE.

                                     ATTENDANT (CONT'D)
                         We miss you, Marie.

               FADE OUT:

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