"American Pie", production draft, by Adam Herz



   







                      East Great Falls High


                                by
                            Adam Herz










                                              WHITE REVISION: 7/7/98






     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS
     AND SOME "SCENE OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR
     THIS SOFT COPY.




     INT. JIM'S BEDROOM - NIGHT

     PAN across details in a bedroom...we see discarded
     shirts...pants...socks...and hear

                         PORNO-CHANNEL CHICK (V.O.)
               Oooh, yeah.  Oh, baby, you're so good.

                         JIM (O.S.)
               Yeah, I'm the best, baby.

     Now we see a TV...but the picture isn't clear.  Or, more
     appropriately, the picture is scrambled -- it phases in
     and out.  Bars scroll across it.  And we get occasional
     glimpses of what looks like --

                         JIM (O.S.)(CONT'D)
               ...oh -- that was a tit, tits...

     As most high-school guys know (but few will admit), it is
     possible to watch the pay channels while they're
     scrambled.  You just need a decent imagination to fill in
     the rest of the picture.  We PULL BACK to see JIM -- 17,
     short, horny.

                         PORNO-CHANNEL CHICK (V.O.)
               Give it to me!  Yes!

                         JIM
               Oh yeah, baby, I'll give it to you.

     Jim is, uh, physically involved with the scrambled babe.
     We TILT DOWN to see a small multimedia presentation next
     to Jim on his bed.  "Cosmopolitan" is open to a sexy
     model...a yearbook is open to the "girl's swim team"
     section...and a dictionary next to Jim, open to the
     "Vagina" listing, accompanied by a big vagina diagram.

                         PORNO-CHANNEL CHICK (V.O.)
               Don't you love my sexy body?!

                         JIM
               I do, baby, I do.

     He frantically looks around...and grabs a tube sock off
     the floor.

                         PORNO-CHANNEL CHICK (V.O.)
               You're so big!

                         JIM
               Yeah, that's right.

                         PORNO-CHANNEL STUD (V.O.)
                   (deep macho voice)
               Ohhh, tell me you're a nasty girl!

     Jim is thrown off.

                         PORNO-CHANNEL STUD (V.O.)(CONT'D)
               Yeahhh, you been bad, real bad!

                         JIM
               Man, shut up!

     Suddenly there's a KNOCK at the door, immediately after
     which JIM'S MOM enters.  Jim scrambles and quickly covers
     himself and the dictionary with a pillow.  She's
     oblivious to his doings.

                         JIM'S MOM
               Hey, Jimmy.  I just wanted to say
               sweet dreams.

                         JIM
               Yep, okay Mom, 'night.

                         JIM'S MOM
                   (leans in to Jim)
               Kiss goodnight.

     Jim is revolted.  Very reluctantly he gives her a kiss.
     She turns to leave, and notices the TV.

                         JIM'S MOM (CONT'D)
               Is something wrong with the reception?

                         JIM
               Yeah.  Damn cable.  There's this
               nature show that I'm trying to watch.

                         PORNO-CHANNEL CHICK (V.O.)
               Fuck me!  Yes!

                         JIM
               Uh...

     He hurriedly tries to change the channel with the REMOTE,
     but instead the VOLUME GOES UP.

                         PORNO-CHANNEL CHICK (V.O.)
               BLOW YOUR WAD ON MY TITS!!

     Jim panics as his mom reacts, shocked.

                         JIM
                   (choking)
               Must...be...broken...

     JIM'S DAD enters.

                         JIM'S DAD
               What the heck is this?

                         JIM
               Nothing!

                         JIM'S MOM
               I think he's trying to watch one of
               the illegal channels.

                         JIM
               Jesus, Mom!  They're not illegal!
               They're pay channels.  How could a
               television channel be illegal?!  God,
               get a clue!

                         JIM'S DAD
               James, don't speak that way to your
               mother!

                         PORNO-CHANNEL STUD (V.O.)
               Play with my hairy balls!

                         JIM'S DAD
               Turn that garbage off!  Give me that!

     Jim's Dad grabs for the remote, which is sitting on the
     pillow that's been covering Jim.  The pillow gets brushed
     aside -- revealing the Big Vagina Diagram, Jim with his
     shorts down, and a very strategically placed tube sock.

                         JIM'S MOM
               Oh my God!

                         JIM'S DAD
               Honey, why don't you let me handle this
               one.

     He ushers her out.  Jim's Dad is stuck there with his
     half-naked son.  Horrible, awful embarrassment.  A long,
     strained beat.

                         JIM'S DAD (CONT'D)
               Jesus Christ.  The dictionary?  Hell,
               son, I'll buy you some dirty
               magazines.

     Jim's Dad exits, shaking his head.  Jim sits agape,
     humiliated.

                         PORNO-CHANNEL CHICK (V.O.)
               Oooh, spank me, daddy, spank me!

     EXT. EAST GREAT FALLS - DAY

     We see a Honda Accord drive by a sign at the city limits:
     "Welcome to East Great Falls, Michigan -- A Great Place
     To Be"

     EXT. FRONT OF SCHOOL - DAY

     The front of the school.  KEVIN drives up in his Accord.
     He's a good-humored, good-enough-looking high school
     senior.  VICKY rides shotgun -- pretty, smart, confident.
     She's holding a large, thick envelope, with a big
     "Vanderbilt" return address on it.

                         KEVIN
               It's a big, thick envelope, Vicky.
               You got in.

                         VICKY
               You think so?

     She tears it open.  Pulls out a course catalog, various
     forms, and a letter which she hands to Kevin.

                         KEVIN
               "Dear Ms. Hughes.  We're sorry, but
               after keeping you on the wait list for
               the past couple months, we've decided
               you are now rejected.  Enclosed is a
               100-page, full-color brochure on how
               rejected you are."

                         VICKY
               Kevin, this is serious!

                         KEVIN
               You got in.

     Vicky SCREAMS in excitement, like a girl at a Beatles
     concert.  Then she LAUGHS, and gives Kevin a big kiss and
     hug.

                         VICKY
               I love you!

     She hugs Kevin tighter -- as he looks a little frazzled,
     almost perfunctorily returning the hug.

     EXT. EAST GREAT FALLS HIGH - COURTYARD - MORNING

     Jim has met up with CHRIS OSTREICHER -- "OZ" -- a cocky
     senior with a football-player build.  He cradles a ball
     in a lacrosse stick.

                         OZ
               Illegal channels?  Shit, if there's
               any channel that should be illegal,
               it's whatever that women's channel is.
               Lifetime Supply of Pantyhose, or some
               shit.

                         JIM
               Yeah -- hey, did you see The Little
               Mermaid on TV the other night?  That
               Ariel, whew.

                         OZ
               She's a mermaid, dude.

                         JIM
                   (trumping him)
               Yeah, Oz, but not when she's on land.

                         OZ
               She's a cartoon, dude.

                         JIM
               A hot cartoon.

                         OZ
               Is there anything you don't jerk off
               to?

                         JIM
               C-Span?

     INT. EAST GREAT FALLS HIGH - MAIN HALLWAY - DAY

     Jim and Oz, now joined by Kevin, walk down the hall.  Oz
     bounces the lacrosse ball off a locker, catching it
     again.  Kevin speaks a little distantly, unnerved.

                         KEVIN
               Then she said -- she loves me.

                         OZ
               Oh shit dude, the L-word!

                         JIM
               And you said...

                         KEVIN
               Nothing, I just hugged her back.

                         JIM
               You think she was serious?

                         KEVIN
               I couldn't tell -- She could've meant
               like, "I love you grandma" or "I love
               you Vanderbilt."

                         OZ
               Just don't bring it up, hang low,
               maybe she won't mention it again.

     INT. EAST GREAT FALLS HIGH - SENIOR LOCKERS - DAY

     The guys pass by a GROUP OF BAND DORKS, most notable of
     which is MICHELLE, who proudly polishes her flute.

                         MICHELLE
               And what we should do today, in band?
               Instead of playing our instruments
               regularly?  We should play them
               backwards!  That'll be so funny!

     The Band Dorks LAUGH and agree, "hilariously" attempting
     to play their instruments from the wrong end.  The guys
     shudder.

                         OZ
                   (to Jim)
               You guys got the Latin homework?

                         JIM
               No -- Kevin, you?

                         KEVIN
                   (offended)
               Please.
                   (then)
               We're all golden, we're college bound.
               I figured it out -- I can get a c-
               minus in every class, and it's not
               gonna make a difference.  U of M, here
               I come.

     INT. EAST GREAT FALLS HIGH - MAIN HALL NEAR POP MACHINE - DAY

     Vicky is talking with JESSICA, a friend of hers, getting
     a pop (we're in the Midwest now, gang) from the machine.

                         VICKY
               Vanderbilt's not that far from U of M.

                         JESSICA
               Yeah right.

                         VICKY
               What?  We both have cars.

                         JESSICA
               Yeah but, no offense, you're talking
               about a post-high school, long-
               distance relationship, and you and
               Kevin haven't even done it yet.

                         VICKY
               That's not why we're going out.

                         JESSICA
               What the hell are you expecting him to
               drive to Vanderbilt for?  Milk and
               cookies?

                         VICKY
               Jessica!  He'll drive there for me,
               and I'll drive to Ann Arbor for him.
               We're going to have sex when he's
               ready and I'm ready.  It's got to be
               completely perfect.  I want the right
               place, the right time, the right
               moment.

                         JESSICA
               Vicky, it's not a space shuttle
               launch, it's sex.  So did you do the
               physics write-up?

                         VICKY
                   (offended, a la Kevin)
               Please.

     INT. EAST GREAT FALLS - SENIOR LOCKERS - DAY

     Kevin, Jim, and Oz are still walking down the hall.
     PAUL FINCH, preppy, eccentric, is sitting on a bench.

                         JIM
               There's our man.

                         KEVIN
               Finch, you got the Latin homework?

                         FINCH
               Non habeo.  Canis meus id comedit.

     The guys keep staring.  A beat.

                         KEVIN
               Whatever.

     Someone is HOLLERING down the hall.  Running towards Oz
     is STEVE STIFLER -- very clean-cut and preppy, he's a
     maniac, a jackass, much worse than Oz.  Not really part
     of the group.

                         STIFLER
                   (yelling)
               NOVA!!

                         OZ
               Stifler!!

     Stifler runs full-force into Oz, grabbing him in a bear
     hug.

                         STIFLER
               You coming to party tonight,
               Ostreicher, ya fuckface?

                         OZ
               Depends if my date wants to stop by.

                         STIFLER
               That junior chick?

                         OZ
               Nah, gave her the Heisman.  I'm
               working on something new.

                         STIFLER
               Yeah right.  I got an idea for
               something new.  How 'bout you guys
               actually locate your dicks, remove the
               shrink wrap, and fuckin' use 'em.

                         OZ
               Dude, it's gotta happen -- she's a
               college chick!

                         STIFLER
               Bullshit.  From where?

                         OZ
               She works part-time at my dad's store.

                         STIFLER
               Hah!  Yeah, Oz, I bet it's more like
               your dad works at her store.

                         OZ
               Dude, he does not.

                         KEVIN
               Really, Stifler.  He's the manager.

     Oz gives a little nod, avoiding the issue.

                         STIFLER
               Hey, man, I'm not making fun.  I'm
               fuckin' impressed.  I mean, "Footlong
               or six-inch, white or wheat," that's
               some serious shit to master.

     Oz musters a little LAUGH.

                         KEVIN
                   (half-joking)
               Stifler, you're such an asshole.

                         STIFLER
               Meyers, what's the deal with you and
               Vicky, anyway?  You've been going out
               since Homecoming and all she'll do is
               blow you?  Shit, I'd drop her like a
               steaming turd.

                         FINCH
               Do you commonly grasp warm pieces of
               stool?

                         STIFLER
                   (momentarily puzzled)
               I do when I'm throwing them at your
               mom, you damn freak.
                   (then)
               Alright then, see you guys tonight.
               I'll look for you in the No Fucking
               section.

     The guys all take this little too seriously to have a
     comeback.  Stifler just LAUGHS OBNOXIOUSLY as he walks
     off.

     INT. KEVIN'S BEDROOM - DAY

     Kevin is on the phone.  Hanging near his closet is a
     tuxedo.  INTERCUT with KEVIN'S OLDER BROTHER -- 25, on
     his cell phone, traveling down a California road.

                         KEVIN'S BROTHER
               You called me to ask me how to get laid?

                         KEVIN
               What was I gonna do, call dad?  I
               don't even know his number.

                         KEVIN'S BROTHER
               Just dial 976-Asshole.

                         KEVIN
               Yeah, well anyway...I thought you
               might have some advice, brother to
               brother.  I mean, I think tonight she
               might, we might really, there's a
               chance that -- you know.

                         KEVIN'S BROTHER
               Have you ever heard of the bible?

                         KEVIN
               What?  Not the Bible?

                         KEVIN'S BROTHER
               Well, that's not really the name, but
               we always called it that.

                         KEVIN
               Does it tell me how to get laid?

                         KEVIN'S BROTHER
               You know what, nevermind.  You're not
               ready.

                         KEVIN
               Ready for what?

                         KEVIN'S BROTHER
               Whoop, you're fading out.  Good luck
               at that party.

     INT. DOG DAYS - LATE AFTERNOON

     A small, nostalgia-themed dive.  Despite the theme,
     CLASSIC ROCK plays.  Kevin, Oz, Jim and Finch sit at a
     table.  They munch on hot dogs piled high with
     condiments.

                         KEVIN
               You ever hear of something called The
               Bible?

                         OZ
               Once, in church, dude.

     Jim is paging through Great Falls' equivalent of the LA
     Weekly.

                         JIM
               Ooh, here's an easy one:  "Attractive
               SWF, fun loving and a youthful mind
               seeks outgoing companion."
               Okay..."Attractive"...ugly.

                         OZ
               "Fun loving" -- insane.

                         KEVIN
               Unlisted age, plus "youthful mind,"
               equals old.

                         JIM
               No, "Charming" is old.  "Older" is
               really old.  "Youthful mind" is dead.

                         FINCH
               Perhaps you should consider actually
               answering an ad.

                         JIM
               Finch, you can be the one to date a
               nearly-dead insane chick.  Eat your
               damn imitation hot dog.

                         FINCH
                   ("for the hundredth time")
               This is no imitation.  Removing the
               hot dog from the Ultradog yields a
               better dog.  Behold -- Ultradog, no
               dog.

     Finch displays the cross-section on his hot dog.  It's
     all condiments.  The guys react with rehearsed offense.

                         KEVIN
                   (checks his watch)
               Alright...I'm shooting for a nine
               o'clock ETA.  Beer in hand by five
               after.

                         JIM
               You can crash at Stifler's?

                         KEVIN
               It's all good.
                   (He pulls out some gum)
               Breath check.

     He hands out a stick of gum to each guy, automatically
     skipping Finch, who pulls out a small, hotel-bottle of
     Scope.  Gargles with it.  Spits it into his drink cup.

                         OZ
                   (repulsed)
               Dude, I wish you wouldn't do that.

                         KEVIN
               You got something up your sleeve for
               tonight, Finch?

                         FINCH
               A foolproof plan, my friend.  You
               shall see.

     Oz has tuned into the song in the background -- "Blinded
     by the Light" [the original Springsteen version, not the
     Manfred Mann remake].

                         OZ
                   (sings along)
               And little hurly-burly came by in her
               curly-wurly, and asked me if I needed
               I ri-hide --

                         KEVIN
               How the hell do you know all these
               random songs?

                         OZ
               It's early Springsteen, dude, this is
               classic.  This was before the cheesy
               remake.

                         JIM
               This was remade?  Into what?

                         OZ
                   (chiming in as the chorus hits)
               Bli-hinded by the light -- cut loose
               like a deuce, another runner in the
               night, blinded...

                         KEVIN
               At least now I know what the hell
               they're saying.

                         JIM
               So, does my hair look better --
                   (flips a small lock of hair
                    onto his forehead)
               like this, or...
                   (flips it back up)
               like this?

                         OZ
               Who cares?

                         JIM
               Nadia does, that Czechoslovakian
               chick, she might be there tonight.
               Now, do you think she'd prefer --
                   (flips hair down again)
               Cool Hip Jim...
                   (flips it back up)
               or Laid Back Jim?

                         KEVIN
               The difference is so phenomenal, I
               can't decide.

     EXT. DOG DAYS - MAGIC HOUR - CONTINUING

     They exit the restaurant.

                         JIM
               What about you?  You're the one with
               the girlfriend and you're still
               stranded on third base.

                         KEVIN
               You know, I've never got that shit.
               What exactly constitutes third base?

                         OZ
                   (holds up a couple fingers)
               Contact, dude.

                         KEVIN
               Then where does a blowjob figure in?

     They ponder this for a moment.

                         OZ
               Shortstop.  'Course, you don't make it
               to third, and you're out.

                         JIM
               So let's say you get there...what's
               uh, third base feel like?

                         KEVIN
               Oh, man, that's kind of sad.

     Jim shrugs, embarrassed.

                         OZ
               Feels like warm apple pie, dude.

                         JIM
               Apple pie...
                   (then)
               McDonald's or homemade?

     They just look at him.  Finch hops on his scooter.

                         FINCH
               Gentlemen, see you at the Bacchanalia.

     He MEEPS his horn and buzzes away.

     INT. STIFLER'S HOUSE - NIGHT

     For a high-school party, it's pretty good.  The house is
     peppered with ALL TYPES OF HIGH-SCHOOL STUDENTS.  MUSIC
     blends with the din of excited conversation.

     Kevin and Jim are drinking beers.  Around them, students
     mingle and flirt.  CHUCK SHERMAN comes up.

                         SHERMAN
               What's up, fellas?

                         JIM
               Hey Sherman.  Scopin' the babes.

                         SHERMAN
               Indeed.  Some fine ladies here, boys.
               Confidence is high, repeat, confidence
               is high.
               Sherman is moving to DefCon Two, full
               strategic arsenal ready for
               deployment.

                         JIM
               You've got something going?

                         SHERMAN
               Did you see that Central chick?
               Brunette?

                         KEVIN/JIM
               No.

                         SHERMAN
               She's around.  Seems that she's taken
               a liking to me.  Fellas, it's time
               that she experienced -- The
               Sherminator.

                         KEVIN
               Yeah, okay Sherman, whatever.

                         SHERMAN
               I'm a sophisticated sex robot, sent
               back through time...to change the
               future for one lucky lady.

                         KEVIN
               Yeah man, right on!

     Sherman saunters off into the party.

                         KEVIN (CONT'D)
                   (shakes his head)
               Hopeless.

     Vicky approaches, having a good time, joining the guys,
     EXCHANGING GREETINGS.  Jim spots NADIA across the room.
     She's beautiful, a masterpiece of a woman.

                         JIM
               Oh, shit!  There she is.  Nadia.

                         VICKY
               You like her?  Her sponsor family
               lives on my block.  Why don't you talk
               to her?

                         JIM
               What would I say?

                         VICKY
               Just tell her what's on your mind.
               And smile, you've got a good smile.
                   (then to Kevin)
               Come on.

                         KEVIN
                   (to Jim)
               Gotta go.

                         JIM
               But --

     Kevin and Vicky disappear into the crowd -- just as Jim
     sees Nadia approaching him.  He freaks.

                         JIM (cont'd)
               Kevin, get back here!

     But he's gone.  And Nadia is now in front of him.  With
     no other alternative, Jim readies himself, smiling big.

                         NADIA
                   (with a really sexy accent)
               You are in my English class, no?

     Jim smiles.

                         JIM
                   (barely)
               Yes.

                         NADIA
               I thought so.

     Jim's smile grows even bigger, almost stupid.  A beat.

                         NADIA (cont'd)
               So you are having fun?

     Jim nods, still smiling away.  Staring right through her
     head.

                         NADIA (cont'd)
               I said, you are having fun?

     A little SQUEAK escapes his throat.  Jim is on mental
     vacation.

                         NADIA (cont'd)
               Me too.

     A beat.  Jim's expression is now plasticized.  Eyes
     vacant.  A frozen, completely artificial smile. Nadia is
     confused.

                         NADIA (cont'd)
               Well...I am going to get another beer.
               You want one?

     Jim strains to speak, through his smile.

                         JIM
               No...you...go...ahead.

                         NADIA
               Okay.

     She walks off.  Jim SIGHS, completely relaxing, like a
     huge burden is now off of him.  He wipes his brow.  Then,
     realizing --

                         JIM
               Oh, shit.  No!  Shit!

     He pounds his head with his fist.

     EXT. STIFLER'S HOUSE - FRONT DOOR - NIGHT

     A group of band dorks is on the porch, including
     Michelle.  Stifler stands in the doorway, staring at them
     in disbelief.

                         MICHELLE
               We're here for the party?

                         STIFLER
               What party?  There's no party.

     MUSIC blares from inside.  A drunken HAND reaches through
     the door and ruffles Stifler's hair.

                         PARTY GUY (O.S.)
               Stiff-lerrr!  Par-tyyy!!

     The hand disappears back into the house.  A beat.

                         STIFLER
               Try the house down the street.

     Stifler slams the door.  The dorks wait a moment.

                         BAND DORK
               Ring the bell again.

                         MICHELLE
               Ringing the bell is dorky -- let's
               just go in.

     We hear a CLICK OF A DEADBOLT.

     INT. STIFLER'S HOUSE - MASTER BEDROOM - NIGHT

     Kevin and Vicky are on the bed, making out.

                         VICKY
               Oh, Kev.

                         KEVIN
               Vicky -- do you think, maybe...it's
               time for us to take the next step in
               our relationship?

                         VICKY
               Tonight?

                         KEVIN
               Yeah, it's such a perfect evening.
               Isn't this how you've always pictured
               it?

                         PARTY GUY (O.S.)
                   (yelling)
               Dude, my farts fuckin' stink!

                         PARTY GUY #2 (O.S.)
               You reek like a fuckin' Yeti, dude!
               Go take a shit or something!

     Kevin and Vicky exchange a glance.

                         KEVIN
               Or not.

     Vicky pushes him onto his back.

                         VICKY
               Just relax.

     INT. CAR - NIGHT

     Oz is in the passenger seat, making out with the
     aforementioned COLLEGE CHICK.  She's attractive and older-
     looking (from a high-school perspective).  They are
     parked near the river that flows through downtown Great
     Falls.

                         OZ
               Great evening, isn't it?

                         COLLEGE CHICK
               Sure.

                         OZ
               There's something about the spring
               that's just cool.  Like the smell of
               fresh rain or something.

     At this, she snuggles up to him.  Oz smiles confidently.

                         OZ (CONT'D)
               Suck me, beautiful.

     The College Chick backs off, confounded.

                         COLLEGE CHICK
               What did you just say?

                         OZ
                   (not so confidently)
               Suck me...beautiful?

     The College Chick's eyes flutter in disbelief.  She tries
     to keep her cool -- but can barely restrain her laughter.

                         COLLEGE CHICK
               What?!

     Oz attempts to maintain a suave exterior, but he's just
     had the rug pulled from under him.

                         OZ
               Uh...you know, my friends call me Nova
               -- as in Casanova.

                         COLLEGE CHICK
               You need some work, buddy!

     She bursts into laughter.  Oz is ill.

                         OZ
               Well...jeez, don't laugh at me.

     Seeing Oz's defeated expression, she collects herself.

                         COLLEGE CHICK
               Look, Chris.  There are just some
               things you need to learn, that's all.

                         OZ
               Like what?

     She sees that he's lost.  Almost feels sorry for him.

                         COLLEGE CHICK
               Alright, well...you've got to tone it
               down.  You don't need to go to Lookout
               Point and spout cheeseball lines to be
               romantic.

                         OZ
               ...okay...

                         COLLEGE CHICK
               You have to pay attention to a girl.
               Be sensitive to her feelings.
               Relationships are reciprocal.

                         OZ
               I'm not good in math.

     She's trying not to laugh again.

                         COLLEGE CHICK
               Come on, I'll drop you off at your
               friends'.

     Oz couldn't be humiliated any further.

     INT. STIFLER'S HOUSE - KITCHEN - NIGHT - SAME TIME

     Oz is nursing a beer, having just told the story to Jim,
     Stifler, and some guys.

                         STIFLER
                   (hysterical, toppling over)
               You actually said that?!  Haaaah!!

                         OZ
               Shut the fuck up.

                         JIM
               Hey, you did better than I did, Nova.

                         OZ
               Oh that's really reassuring.  And
               don't call me Nova anymore.  I'm a
               fraud.

                         STIFLER
               This is pathetic.  I'm gonna find me a
               little hottie.

     Stifler strides into another room.

                         STIFLER (O.S.)(cont'd)
                   (yelling)
               Suck me, beautiful!

     Oz wallows in his beer can, beaten.

     INT. STIFLER'S HOUSE - MASTER BEDROOM - NIGHT

     Vicky is pleasuring Kevin...you know.

                         VICKY
                   (brief pause)
               Let me know.

                         KEVIN
               Okay, don't stop.

     She resumes.  A moment more -- and then Kevin is about to
     lose it.

                         KEVIN (cont'd)
               Oh -- Now!

     With awkward hurriedness, Vicky stops as Kevin
     frantically searches for a receptacle.  He grabs a nearby
     cup of beer.

     EXT. STIFLER'S HOUSE - BACK PORCH, BY THE KEG - NIGHT

     Insert -- A hand pumping up the keg.  A fresh beer foams
     out into the cup.

                         GUY #1
               There we go.

     INT. STIFLER'S HOUSE - MASTER BEDROOM - NIGHT - MOMENTS LATER

     Vicky is buttoning up her shirt.  Kevin tentatively sets
     down the beer and buttons his pants.  Suddenly the DOOR
     BURSTS OPEN.  Stifler is standing there.  A coat hanger
     sticks out of the doorknob.

                         STIFLER
               SUCK ME, BEAUTIFUL!

                         KEVIN
               God dammit, Stifler!

                         STIFLER
               Check-out time!  Please vacate the
               room.

                         VICKY
               Stifler, you're such a jerk.

     She runs out, grabbing her clothes.  Kevin runs after
     her.

                         KEVIN
               Vicky, wait!

     Stifler enters the bedroom, laughing, pulling a SOPHOMORE
     CHICK behind him.  He closes the door.

                         SOPHOMORE CHICK
               God, I can't believe there are so many
               cool people at this party.

                         STIFLER
               Yep.

                         SOPHOMORE
               And you got a keg, too, wow.
                   (realizing)
               Oh, wait, I left my beer downstairs.

     Stifler notices Kevin's beer sitting on the night table.
     He hands it to her.

                         STIFLER
               Here, babe.

                         SOPHOMORE CHICK
               Thanks.

     She's about to take a sip.

                         STIFLER
                   (gazing into her eyes)
               You're really beautiful.

     Thrown off, she sets the beer down.

                         SOPHOMORE CHICK
               Really?

                         STIFLER
               Uh huh.

     She's totally enthralled.  Nervous, she raises the beer
     again to take a sip.  Then Stifler moves in.  Takes the
     beer from her and sets it down.  Starts kissing her.  She
     breaks it off.

                         SOPHOMORE CHICK
               I don't know if I want to be doing
               this.

                         STIFLER
                   (sighs)
               Doing what?

     Stifler looks inconvenienced.  He picks up the beer,
     annoyed.

                         SOPHOMORE CHICK
               You know.  If we hook up, tomorrow
               I'll just be some girl you go telling
               all your friends about.

                         STIFLER
                   (shifty)
               No way.

     Avoiding her look, he raises the beer to take a sip.

                         SOPHOMORE CHICK
                   (a little angry)
               Steve!  You could at least look at me
               when you say that.

     Stifler stops and SIGHS, the beer inches from his mouth.
     Lowers it.  Stares her in the eye.

                         STIFLER
               Look...
                   (searching, remembers)
               ...Sarah.  I wouldn't go telling
               stories or whatever about you.  I
               promise.

     Smiling, he raises the beer...

     INT. STIFLER'S HOUSE - KITCHEN - CONTINUING

     Jim and some OTHER GUYS are pounding shots of vodka.

                         JIM
               What the hell?  I should be able to
               talk to chicks.  I'm articulate.  I
               got a 720 on my SAT verbal.
                   (starts listing off words)
               Copious.  Verisimilitude.

     A GUY SCREAMS upstairs.

                         JIM (CONT'D)
                   (unaffected)
               Intransigence.

     A GIRL SCREAMS upstairs.  The SOPHOMORE CHICK comes
     running through the kitchen.  SCREAMING.  And
     indeterminate stain is on her shirt.  She bolts out the
     door and into the night.  A moment passes.

                         JIM (CONT'D)
               Regurgitation.

     INT. STIFLER'S HOUSE - BATHROOM - NIGHT

     Stifler is on his knees, barfing in the toilet.  Jim and
     a few other guys rush in.

                         GUY #1
               Oh, gross.

                         JIM
               Jesus, what did you eat?

     Stifler just keeps hurling.  Kevin enters, holding the
     remains of the tainted beer.

                         KEVIN
               Stifler, how's the man chowder?!

     Stifler barfs even more violently.

     EXT. STIFLER'S HOUSE - BACK PORCH, BY THE KEG - NIGHT

     Jessica and Vicky are refilling their beers at the keg.
     Nadia waits patiently beside them with an empty cup.

                         VICKY
               He likes it.

                         JESSICA
               Of course he does.  What about you?
               Have you just never had one with Kevin
               -- or have you never had one, period?

                         VICKY
               I think I've had one.

                         JESSICA
               Well that's a no.  No wonder you're
               not psyched about sex.
                   (starts filling Vicky's beer)
               You've never even had one manually?

                         VICKY
               ...I've never tried it.

                         JESSICA
               Are you kidding?  You've never double-
               clicked your mouse?

     Vicky shrugs.

                         JESSICA (CONT'D)
               Hell, just a pair of tight pants will
               set me off.
                   (noticing Nadia next to them,
                    she passes the tap along)
               Am I right or what, Nadia?

                         NADIA
                   (no bones about it)
               You are right.  The hands are not
               always necessary.

                         JESSICA
                   (to Vicky)
               See?

                         NADIA
               In fact -- I should teach you my own
               special method.  I developed it myself
               at the ballet institute in Prague.
               You use nothing but the muscles of the
               inner thigh.

     Nadia walks off.

                         JESSICA
               No wonder she never pays attention in
               class.

     Vicky nods, traumatized.

     INT. STIFLER'S HOUSE - HALLWAY - LATER

     Kevin and Jim are looking at a PICTURE OF STIFLER'S MOM
     on the wall.  Very attractive, late 30's.

                         JIM
               Shit, I can't believe a fine woman
               like this produced a guy like Stifler.

     TWO FRESHMAN GUYS are walking by as Jim says this.

                         FRESHMAN GUY
               Dude!  That chick -- is a MILF!

                         FRESHMAN GUY #2
               What the hell is that?

                         FRESHMAN GUY
               M-I-L-F!  Mom I'd Like to Fuck!

     Suddenly, a bedroom door opens a couple inches.  Sherman
     pokes his head out.

                         SHERMAN
                   (hushed, to guys)
               Don't you think you fellas could try a
               little tact?  I've got company.  Know
               what I mean?

     In the bedroom in the background, we see the Central
     Girl.  Sherman closes the door, leaving the guys there,
     dumbstruck.

     INT. STIFLER'S HOUSE - STAIRWAY - NIGHT

     Jim and Kevin are coming down the stairs.

                         KEVIN
                   (snapping)
               Dammit!  If Sherman has sex before I
               do, I'm gonna be really fucking
               pissed.

     They turn the corner into the kitchen.

     INT. STIFLER'S HOUSE - KITCHEN - CONTINUING

                         KEVIN
               Man, I just gotta get laid already!
               This blowjob thing is bullshit!

     He stops.  Vicky is there with Jessica.  Staring at him.
     Vicky quietly grabs her purse.  Hurt.  OTHER STUDENTS
     watch, silently.  Kevin doesn't know what to say.

                         VICKY
               Jessica, can you drive me home?

                         JESSICA
               Sure.

     The guys watch as the girls head for the door.

                         KEVIN
               Vicky, wait.

                         VICKY
               Not for you.

     The girls exit.  Nobody says anything.  Kevin is in
     shock.

                         PARTY GUY (O.S.)
               Yeti!  I am the Yeti!

     INT. STIFLER'S HOUSE - DAY

     The next morning.  The party is long over.  Plastic beer
     cups and various bottles litter the house, but it's not
     trashed.

     Jim is wandering around in a daze, holding his head.  He
     stumbles over a body.  It's Kevin.

                         KEVIN
               Ow, what the hell?

                         JIM
               Sorry, I thought you were dead.

     They walk over to the other side of the room.  Finch is
     sitting on the couch.

                         FINCH
               Good morning gentleman.

                         JIM
               Finch!  Where were you last night?
               What happened to the foolproof plan?

                         FINCH
               I thought a fashionably late entrance
               would enhance my appearance.
                   (off their looks)
               When I got here, the Bacchanalia was
               over and the nymphs had left.

     Oz wanders in, still sullen.  Takes a seat, sulking.

                         KEVIN
               Feeling better, Oz?

                         OZ
               I'm such a loser.

                         KEVIN
               That's the spirit.

     We hear FOOTSTEPS coming down the stairs.  It's the
     CENTRAL GIRL.  She wears a "Central" sweatshirt.  Sherman
     follows behind her.  The guys watch in disbelief as
     Sherman and the girl speak hushed, intimately.

                         SHERMAN
                   (snippets of conversation)
               ...I'll never forget...thank you.

     The Central Girl smiles.  Notices the other guys
     watching.  Just gives Sherman a kiss on the cheek.

                         CENTRAL GIRL
               Bye.

     She exits.  The guys are dumbfounded.  Jaws hang.
     Sherman looks triumphant.  Strides over to the guys.

                         JIM
               You did it.

                         SHERMAN
               Fellas, say goodbye to Chuck Sherman,
               the boy.  I am now a man.

     The guys are shocked and amazed.

                         SHERMAN (CONT'D)
               I highly recommend you join the club.

                         KEVIN
               I -- I don't get it, how the hell did
               you do that?

                         SHERMAN
               It was just my time, fellas, it was
               just my time.  Best of luck to you,
               boys.

     Sherman exits.  Silence.  The guys look like they just
     lost the World Series on errors.  They slowly take seats,
     ruined.

                         KEVIN
               I put in months of quality time with
               Vicky.  Sherman meets a chick for one
               night and scores?  This is just wrong.

                         OZ
               No shit, I'm never gonna get laid.
               How the hell am I gonna become this
               Mr. Sensitive Man?

                         JIM
               Jesus, we're all gonna go to college
               as virgins.  They've probably got
               special dorms for people like us.

     A long beat as they give this serious consideration.
     Then, Kevin strides purposefully to the front of the
     group.

                         KEVIN
               Alright, I got an idea.  But it stays
               between us.  Agreed?

     They do.

                         KEVIN (cont'd)
               Okay.  It's really simple.  We
               make an agreement -- no wait, more
               than an agreement.

                         JIM
               Like a bet?

                         KEVIN
               No, a pact.  No money involved.  This
               is more important than any bet.  Now
               here's the deal: We all get laid
               before we graduate.

     A beat

                         OZ
               Dude, it's not like I haven't been
               trying to get laid.

                         KEVIN
               This is different.  This is better.
               Think of when you're working out, Oz.
               You need a partner, someone to spot
               you.  Someone to keep you motivated.

     Oz nods, getting into it.  Kevin smiles and continues,
     arms outspread.

                         KEVIN (CONT'D)
               That's what we are, we keep each other
               on track.  Prior to this day, we've
               postured.  We've procrastinated.
               We've pretended.  We've -- well I
               can't think of other p-words, but
               we've probably done them too.

                         JIM
               Pontificated.

                         KEVIN
                   (ignoring him)
               Separately, we are flawed and
               vulnerable.  But together, we are the
               masters of our sexual destiny!

                         JIM
                   (kung fu voice)
               Their tiger-style kung-fu is strong;
               but our dragon style will defeat it!

                         OZ
                   (going on)
               The Sha-lin masters from east and west
               must unite!

                         KEVIN
               Guys, guys -- you're ruining my
               fucking moment here.  Now think about
               it --

     Kevin jumps up on a chair.

                         KEVIN (CONT'D)
               No longer will our penises remain
               flaccid and unused!  From now on, we
               fight for every man out there who
               isn't getting laid when he should be!
               This is our day!  This is our time!
               And, by God, we're not gonna let
               history condemn us to celibacy!  We
               will make a stand!  We will succeed!
               We will get laid!

     Kevin jumps down off the chair, and puts his hand out in
     front of him.  One by one, the guys pile their hands on
     top, in between them -- it's a pact!  They break with a
     CHEER.  Woo-hoo!

                         STIFLER
                   (wandering down from upstairs)
               What the hell are you losers doing?

     They all stop.  Stifler has a toothbrush hanging from his
     mouth.  A goatee of dried toothpaste.

                         FINCH
               If I might ask, when you brush your
               teeth, do you spit or swallow?

     Stifler tries to give a retort to Finch, but turns green
     and heads back upstairs.

     INT. DOG DAYS - DAY

     The guys are finishing up breakfast.  Hot dogs & eggs.

                         KEVIN
               Now, the sex -- it's got to be valid,
               consensual sex.  No funny stuff.  And
               no prostitutes, if you were thinking
               about that, Finch.

     Finch gives a wistful "Who, me?"

                         KEVIN (CONT'D)
               So, I'm thinking prom is basically our
               last big chance.

                         OZ
               Dude, prom sucks.

                         KEVIN
               I know, but think about it -- At the
               parties that night.  Chicks are gonna
               want to do it.

                         JIM
               Yeah, it's like tradition or
               something.

                         KEVIN
               Right.  That gives us...

                         JIM
               Exactly three weeks to the day.

     They take this in with some trepidation.

                         KEVIN
               Alright then.  It's official.  Any
               questions?

     There are none.  Kevin raises his Pepsi.

                         KEVIN (cont'd)
               To the next step.

     The guys raise their drinks.

                         ALL
               To the next step.

     They toast.  And from this, we go into our STRATEGIZING
     FOR SEX MONTAGE:

     INT. KEVIN'S BEDROOM - DAY

     Jim sits in the room as Kevin goes through the yellow
     pages.  Finds a "Floral Delivery" listing.  Kevin dials.

     INT. EAST GREAT FALLS HIGH - SENIOR LOCKERS - DAY

     Kevin, Jim, and Oz are pooling a few dollars together,
     which Kevin takes.  They part ways.

     INT. JIM'S BEDROOM - NIGHT

     Oz is watching the Lifetime Channel as Jim looks on in
     confusion.  A Martha Stewart-type thing where they pain
     pottery with little sponges.  Oz looks dubious.

     INT. EAST GREAT FALLS HIGH - CAFETERIA - DAY

     Finch is unpacking his lunch.  He carefully unfolds a
     napkin to reveal a sandwich, crust removed.  Other than
     that, he's doing absolutely nothing.

     INT. JIM'S BEDROOM - DAY

     Jim is fiddling with a small, golfball-like camera
     attached to his computer.  The computer screen reads, "E-
     DATE:  We Make Love Happen."  As Jim fiddles with the
     camera, a window on the screen shows his real-time image.
     He clicks an onscreen-button labeled "FREEZE IMAGE" --
     the image freezes, showing Jim with an awkward grimace.
     The screen reads, "IMAGE SENT."

     INT. EAST GREAT FALLS HIGHS - LIBRARY - DAY

     Kevin holds a copy of the HOLY BIBLE.  We see he's in the
     "Religion" section.  Surrounded by piles of different
     bibles.  No luck.

     INT. EAST GREAT FALLS HIGH - CAFETERIA - DAY

     Finch pulls out a small mustard packet.  He neatly snips
     the end with scissors.  Then rolls the packet, like a
     tube of toothpaste, economically dispensing every last
     bit of mustard.

     INT. JIM'S BEDROOM - NIGHT

     Jim is on his computer.  The screen reads "YOU HAVE 00
     REPLIES."  Jim is nonplussed.

     INT. EAST GREAT FALLS HIGH - SENIOR LOCKERS - DAY

     Kevin, Oz, and Jim are closely gathered around Kevin's
     locker, holding their backpacks open.  Kevin holds a big
     shopping bag, which he turns over, and a box of condoms
     falls out.  He hands it over to Jim...and we see that the
     guys' packs are full of various condom boxes.

     INT. JIM'S BEDROOM - DAY

     Jim has unraveled a bunch of condoms and is curiously
     examining them.

     And THE MONTAGE COMES TO AN ABRUPT END with a KNOCKING.

                         JIM
                   (shoving the rubbers into his
                    night table)
               Just a minute!

     He opens the bedroom door.  Jim's Dad is standing there.

                         JIM'S DAD
                   (trying not to look inside)
               Can I come in?

                         JIM
               Yeah, sure.

                         JIM'S DAD
               You're not...busy?

                         JIM
               Dad, come in.

     Jim's Dad reluctantly enters, carrying a brown paper bag.
     He takes a seat on Jim's bed.

                         JIM'S DAD
                   (fatherly attempt)
               Sit down, Jim.  Let's talk.

     Jim takes a seat next to his dad.

                         JIM
               Okay.

                         JIM'S DAD
               These are for you.  From father to
               son.

     Jim looks at the bag.  Uncomfortable.  Hesitantly, he
     takes it.  Slowly, dreadfully, he pulls out a copy of
     PERFECT 10.

                         JIM
               Uh...dad...

     Jim's Dad is doing his best to be the good father.

                         JIM'S DAD
               Go ahead son, there's more.

     Beyond embarrassed, Jim reaches into the bag.  Cringes.
     Pulls out a PENTHOUSE.

                         JIM'S DAD (cont'd)
               Now, that one's a little more...a
               little more...graphic.

                         JIM
               I know, Dad.

                         JIM'S DAD
               Oh, okay.  Here's let me show you.

     Jim's Dad takes the bag back.  Pulls out a copy of
     SHAVED.

                         JIM'S DAD (cont'd)
               This, son, is your more exotic dirty
               magazine.

                         JIM
               Dad!  I know!

                         JIM'S DAD
               Do you know about the clitoris?

                         JIM
                   (through clenched teeth)
               Yes dad.

                         JIM'S DAD
               Sometimes it can be pretty hard to
               locate.

                         JIM
                   (interrupting, hand up)
               Thank you, dad, I got it.

                         JIM'S DAD
               Okay, well that about covers it.

     Jim MURMURS something incomprehensible.

                         JIM'S DAD (cont'd)
               Now, let's put these somewhere where
               your mother won't find them.

     Jim's Dad takes the stack of magazines.  He goes to open
     Jim's night table.  Jim freaks.

                         JIM
               Wait!

     But it's too late.  Jim's Dad is face-to-face with the
     unraveled prophylactics.  He sours.

                         JIM'S DAD
                   (beaten)
               I'll have to save this speech for
               another day.  I'm too worn out.

     Jim's Dad exits, a condom stuck to the back of his pants.

     INT. EAST GREAT FALLS HIGH - NEAR THE HALL OF FAME - DAY

     Kevin is trying to talk to Vicky.

                         KEVIN
               Did you get the flowers?
                   (no response)
               What about the poem?

     She doesn't care.

                         KEVIN (cont'd)
               Vicky, please don't do this.

     Vicky stares him right in the eye.  Strong.

                         VICKY
               I'll think about it.

     She slams her locker and walks off.  Jessica is nearby.
     She's overheard.

                         JESSICA
               Ah, you'll get her back soon enough.
               That's easy, she likes you.  What you
               need to do is learn to press a girl's
               buttons.  You gotta give her what
               she's never had.

                         KEVIN
               What?

                         JESSICA
               I'll give you a hint.
                   (hot, orgasmic)
               "Ohhh, yeah, yeah!"
                   (flat)
               Comprende?

                         KEVIN
               You mean...and orgasm?

                         JESSICA
               You got it, stud.

                         KEVIN
               Well...I'm pretty sure I've --

                         JESSICA
                   (interrupts authoritatively)
               No you haven't.

                         KEVIN
               But that one time --

                         JESSICA
                   (shaking head)
               No.

                         KEVIN
               Well of course I'd want to give her
               that.  I mean, what do you think, I
               don't care about her?

                         JESSICA
               Do you?

                         KEVIN
               Of course.

                         JESSICA
               Do you love her?

     Kevin squirms.

                         KEVIN
               I -- I don't know, you can't ask me
               that.

                         JESSICA
               Well, if you want to get her in the
               sack, tell her you love her.  That's
               how I was duped.

                         KEVIN
               I don't want to dupe her, Jessica.  If
               I say it, I have to be sure I mean it.

                         JESSICA
               Well it's up to you.  The Big L, or
               the Big O.

     Suddenly Stifler comes running up, breathless.

                         STIFLER
               Dickhead!  You gotta see this.

     INT. EAST GREAT FALLS HIGH - LITTLE AUDITORIUM - MOMENT LATER

     The VOCAL JAZZ GROUP is practicing, singing one of those
     doo-wop, Acapella love songs (i.e. "Love You Like I Do").
     Singing with the group is none other than Oz.  He's not
     doing too badly, but mainly he's checking out the various
     vocal jazz girls.  Smiling at them, giving suave little
     waves.

     Kevin, Stifler, and Jim take seats in the back of the
     auditorium, listening.

                         JIM
               This is unexpected.

                         STIFLER
               What did you cocks do to him?  Shit,
               if Coach Marshall sees this, he'll
               kick Oz off the team on principle
               alone.

     The song finishes.  Oz bounds up to the other guys.

                         OZ
               Hey guys, you came to watch me in
               action?

                         JIM
               Yeah, I think you sounded pretty good.

                         STIFLER
               I think you need your balls
               reattached.

                         OZ
               Keep it down, dude.

                         STIFLER
               What the fuck are you doing here?

                         OZ
               This place is an untapped resource.
               Check it out, dude, these vocal jazz
               girls are hot.

     ANGLE ON SOME VOCAL JAZZ GIRLS

     A few of the girls are gathering their stuff, one of whom
     is HEATHER -- conservative-looking, cute.

                         VOCAL JAZZ GIRL #1
               Hey, we've got Conan the Barbarian
               singing with us.

                         VOCAL JAZZ GIRL #2
               Maybe he'll crush some beer cans on
               his forehead.

                         HEATHER
               I think he's got a nice voice.

                         VOCAL JAZZ GIRL #1
                   (ribbing her)
               Go talk to him, maybe you can teach
               him how to read.

     Heather shakes her head.  BACK TO:

                         STIFLER
               You dipshit, you're expecting to score
               with some goody-goody choir-girl
               priss?

                         OZ
               Dude, watch me work.  They go for
               sensitive studs like me.

     Oz waves goodbye to a final choir girl.

     EXT. EAST GREAT FALLS HIGH - COURTYARD - LATER

     Finch is sitting on a bench, reading the paper, carefree.
     Kevin and Jim approach.

                         KEVIN
               This is your plan, Finch?

                         FINCH
               Yep.

     He turns a page.  Skims the articles.  A beat.

                         KEVIN
               This.  Right now.

                         FINCH
               Uh-huh.

                         JIM
               You're just gonna sit there and drink
               your coffee?

                         FINCH
               Mochaccino.
                   (then)
               Actually, in the spirit of the pact, I
               do need to ask for your cooperation in
               one small matter.

                         KEVIN
               Of course, Finch.  What?

                         FINCH
               Whatever you hear about me, you agree.

                         KEVIN
               What are we gonna hear?

                         FINCH
               You'll see.  Gotta go.  Sixteen
               minute round trip.

                         JIM
               Finch, don't you think it's about time
               you learned to take a dump at school?

                         FINCH
               When was the last time you looked at
               the facilities here?

                         KEVIN
               Fifteen minutes ago.

     Finch shudders and walks away.  Kevin and Jim stand
     there, dumbfounded.  An ENTHRALLED GIRL approaches.

                         ENTHRALLED GIRL
               Uh, guys?  Was that Paul Finch?

                         KEVIN
               Yeah.

                         ENTHRALLED GIRL
               You guys have like, seen him in the
               locker room, right?

                         KEVIN
               Yeah.

                         ENTHRALLED GIRL
               Is it true that he's really...huge?

                         JIM
               I have no idea.  Finch showers in a
               bathing suit.

                         KEVIN
                   (forced)
               No -- it's true.  He is...really...
               big.

                         JIM
                   (loving it)
               Yeah, enormous.

                         ENTHRALLED GIRL
               Woah.  Does he have a date for prom
               yet.

                         JIM
               Definitely not.

                         ENTHRALLED GIRL
               No way!

     She hurries off to a GROUP OF GIRLS, sharing the gossip.
     They all seem very interested.

                         KEVIN
                   (dumbfounded)
               Finch hasn't done a damn thing, and
               he's got girls lining up already.

     INT. KEVIN'S BEDROOM - DAY

     Kevin is on the phone.

                         KEVIN'S BROTHER (V.O.)
               Say that again, Kevin?

                         KEVIN
               Uh...I thought you might know a trick
               or something.  To make her, you
               know...

     INTERCUT WITH

     INT. SUSHI BAR - DAY

     Kevin's brother is on his cell phone.  A SUSHI CHEF
     prepares food behind the counter.

                         KEVIN'S BROTHER
               Orgasm?

     The Sushi Chef looks up.  Kevin's Brother turns away.

                         KEVIN
               Yeah.

                         SUSHI CUSTOMER
                   (to Kevin's Brother)
               What's good here?

                         KEVIN'S BROTHER
               Try the spicy tuna hand roll.

                         KEVIN
               What?!  How do I do that?

                         KEVIN'S BROTHER
               Uh -- forget that.  Look, is that all
               you're interested in?  Ways to get
               your girlfriend into bed?

                         KEVIN
               Well, no.  I think...I guess it would
               be good to be able to return the
               favor.  I mean, it would be nice to
               know she enjoys things as much as I
               do.

                         KEVIN'S BROTHER
               That's good, that's what I needed to
               hear.  Now you qualify.

                         KEVIN
               Qualify for what?

                         KEVIN'S BROTHER
               You've just inherited The Bible.

     INT. EAST GREAT FALLS HIGH - BACK OF LIBRARY - DAY

     Kevin is walking through the "Religion" Section.  He
     carefully looks about, making sure nobody's watching.

                         KEVIN'S BROTHER (V.O.)
               It originally started as a sex manual,
               this book that some guys brought back
               from Amsterdam in the early eighties.
               What to do with your tongue, things
               like that.  And each year, it got
               passed on to one East student who was
               worthy of it.

     Kevin kneels down on the floor, near a section of various
     bibles on the bottom shelf.

                         KEVIN'S BROTHER (V.O.)(cont'd)
               After a couple years, guys started
               adding their own techniques.  Things
               they figured out themselves.

     Kevin slides out the section of bibles from the bottom
     shelf.  Pulls out a pocket knife.  Flips up the bottom of
     the shelf.  Slides it out.

                         KEVIN'S BROTHER (V.O.)(cont'd)
               You have to keep it a secret, and
               return it at the end of the year.  So,
               now you know.  Good luck.

     There, a bit dusty, is an old book.  Many extra pages of
     notebook paper have been tucked into it, nearly breaking
     the binding.  The original title is now obscured -- over
     it, someone has written "The Bible."

     Remember when Indian Jones found that gold statue?  It's
     like that right now.

     Kevin carefully pulls it out.  Reverently flips through
     it.  Full of details.  Explicit diagrams.  Anecdotes.
     And atop each handwritten page is a year, indicating the
     date it was added.

     Kevin reaches the last page.  It's blank.  He lightly
     runs his hand down the empty page.

     INT. JIM'S HOUSE - KITCHEN - DAY

     Jim enters his house, slinging his backpack off his
     shoulder.

                         JIM
                   (yells)
               Mom?!  I'm home!

     No response.  Jim walks into the kitchen, noticing a
     fresh-baked pie on the counter.  Next to it is a note:
     "Jimmy - Apple, your favorite.  I'll be home late.
     Enjoy!  Love Mom."

     Jim sniffs the pie, taking in the aroma.  Then stops...as
     a quizzical look spreads across his face.

     After a moment of thought, he slides a finger into the
     pie.  Moves it around a bit, studying the consistency.

     Then Jim becomes more curious.  We can see the gears in
     his head start to turn.  He looks down at the pie like
     it's... well, not a pie.

     EXT. JIM'S HOUSE - DAY

     Jim's dad gets out of his car, carrying his briefcase.

     INT. JIM'S HOUSE - CONTINUING

     Jim's dad comes in the door and stops dead in his tracks.
     His face drops, appalled.

                         JIM'S DAD
               Jim?

                         JIM
               It's not what it looks like!

                                                            CUT TO:

     INT. JIM'S HOUSE - KITCHEN - DAY

     Jim and his Dad sit in silence, opposite each other at
     the table.  Jim stares into his lap, humiliated.  Jim's
     dad is crushed.  You've never seen such disappointment...
     but he's trying to keep his chin up for Jim's sake.

     In the middle of the table is the pie.  It's decimated.
     Mushed up, ruined...violated.

                         JIM'S DAD
                   (fighting back tears)
               I guess...we'll just tell your
               mother...that we ate it all.

     INT. KEVIN'S BEDROOM - NIGHT

     Late.  Kevin sits on his bed, reading a book -- the
     Bible.

     If all students studied the way Kevin's studying this
     book, we'd have a nation of geniuses.  He's scrutinizing
     it.  Turning it sideways and upside down as if trying to
     decipher cave paintings.

     INT. EAST GREAT FALLS HIGH - LITTLE AUDITORIUM - DAY

     The Vocal Jazz Group is doing a song.  Oz is singing
     along, really making it look like he's into it.  He
     closes his eyes, singing with even more enthusiasm.  As
     the song ends, Oz continues just a moment more with his
     shtick -- a little, heartfelt vocal "scat" to tag the
     number.  The thing is, it actually sounds really good.

     Oz opens his eyes...to see the whole group -- especially
     the girls -- looking at him, somewhat awed.

     The CHOIR TEACHER is a smartly-dressed black woman.

                         CHOIR TEACHER
               What the hell was that?

                         OZ
               Sorry.

                         CHOIR TEACHER
               No, it was good.

                         OZ
               Oh, well...
                   (noticing Heather looking at
                    him, he acts "sensitive")
               It came from the heart.

                         CHOIR TEACHER
               Well then keep it coming.
                   (to everyone)
               Alright, people, good work!  Keep it
               up and we'll do great at the state
               competition.

     Rehearsal wraps up, and Heather comes up to Oz.

                         HEATHER
               Not bad, Chris.

                         OZ
                   (surprised himself)
               Really?  Hey, thanks -- Heather,
               right?

                         HEATHER
               Yeah...so...you've got this sort of...
               Bobby McFerrin thing going there.

                         OZ
                   (no idea)
               Yeah.  Right, uh-huh.
                   (then, back into it)
               I feel like I've discovered this whole
               new side of me.  Music is so
               expressive.

                         HEATHER
                   (amused)
               Okay.
                   (then)
               I mean, I agree, but...aren't you
               supposed to be out, like, trying to
               decapitate someone with your lacrosse
               stick or something?

     Oz "gets serious" at this.

                         OZ
               Oh sure.  I know what people think.
               It's like, Oz, he's just this kickass
               lacrosse player -- I also play
               football, by the way -- But that's
               like...not all that I am.

                         HEATHER
               Of course, I didn't --

                         OZ
                   (cutting her off)
               I mean it really bothers me when
               people try to pigeonhole me like that.

                         HEATHER
                   (sparking to this)
               You?  You think I don't get that?
               God, it's like just because I don't
               get drunk and barf every weekend,
               people say "Oh, here's this goody-two-
               shoes choir-girl priss."

     Of course, this is what Stifler said about her.  And for
     a moment, this catches Oz off guard.

                         OZ
               Yeah...so like, what else do you do?

                         HEATHER
                   (offended)
               Well the same things you do.  Hang out
               with friends and stuff, you know,
               whatever.
                   (then)
               What do you think I do?

                         OZ
                   (genuine)
               I just -- realized that I didn't know
               anything about you.  I was interested.

                         HEATHER
               Oh...well that's okay.  Cool.

     EXT. EAST GREAT FALLS HIGH - DAY

     Kevin is walking home with Vicky.  He's a couple paces
     behind her, almost tagging along.

                         KEVIN
               I was being selfish.  And majorly
               insensitive.  And I'm a total idiot.

                         VICKY
               I think "shithead" really says it.

                         KEVIN
               Yes!  I'm a shithead!  I'm a complete
               and total shithead!

     She cracks a little smile.

                         KEVIN (CONT'D)
               And I want to try to make it up to
               you.

                         VICKY
               How?

     Vicky stops walking.  Looks at Kevin.

     EXT. VICKY'S HOUSE - DAY

     Vicky's perfect suburban home...as we hear VICKY MOANING
     IN ECSTASY.

                         VICKY (V.O.)
               Oh...ungghhhhh!

                         KEVIN (V.O.)
               Shhhh.  Your parents are downstairs.

     INT. VICKY'S BEDROOM - DAY

     Tight on Vicky's face, in sexual bliss, writhing.

                         VICKY
               Oh Kevin -- don't stop!

                         KEVIN
               Just a second!

     We see that Kevin is kneeling on the floor.  Vicky's legs
     are to both sides of him -- he's ducking down, consulting
     the bible, which is hidden beneath the bed.  It's open to
     a page titled "The Tongue Tornado."

     Kevin resumes, out of frame.  Vicky goes nuts.

                         VICKY (cont'd)
                   (a little too loudly)
               Oh, God!

     Vicky reaches blindly for a pillow.  She squeezes it over
     her face, moaning into it.

                         VICKY (cont'd)
               Moly shmmmt!  Fmmkkkk!

     Noticing that Vicky now can't see him, Kevin cautiously
     pulls out The Bible from under the bed.  Sets it next to
     her.  He constantly refers from the book to Vicky, and
     back again.

     INT. VICKY'S HOUSE - KITCHEN - DAY

     VICKY'S MOM is straining some pasta.  On the fridge, we
     see a collage in tribute to Vicky -- her senior portrait,
     National Honor Society certificate, a report card.

                         VICKY'S MOM
                   (yells to Vicky's Dad)
               Hon?  Can you tell Vick to come on
               down for supper?

     VICKY'S DAD is at the table reading the paper.  He gets
     up with a GRUNT.

     INT. VICKY'S BEDROOM - DAY

     Vicky can barely control herself.  She SCREAMS into the
     pillow.

                         KEVIN
               Vicky, shhh, you know there's no lock
               on your door.

     INT. VICKY'S HOUSE - STAIRWELL - DAY

     Vicky's dad is trudging up the stairs.

     INT. VICKY'S BEDROOM - DAY

     Vicky wrestles with her own ecstacy.  Groans.  Kevin
     keeps referencing The Bible.  Whatever he's doing, it's
     working.

     INT. VICKY'S HOUSE - HALLWAY - DAY

     Vicky's dad approaches the bedroom door.

     INT. VICKY'S BEDROOM - DAY

     Vicky is about to explode.  She pulls the pillow off her
     face, gasping.

     INT. VICKY'S HOUSE - HALLWAY - DAY

     Vicky's dad reaches for the doorknob.

                         VICKY (O.S.)
               I'M COMING!

     Vicky's dad shrugs, turns around, and heads back
     downstairs.

     INT. JIM'S HOUSE - HALLWAY - NIGHT

     Jim's door opens...he winces...REVERSE to see Jim's dad
     looking at the family portrait of Jim's family in the
     hallway outside Jim's room, his back turned to Jim's
     door.

                         JIM
               Hey, dad.  Did you knock?

     Jim's dad continues to study the picture.  A beat.  Then
     he turns around, like he just realized the door was open.

                         JIM'S DAD
               Oh, Jim!  I'm looking at the ol'
               family portrait, here.  Yep.  It's a
               good one.

     Jim can only shrugs in response.  He goes into the hall
     and looks at the portrait.  A beat.

                         JIM'S DAD (CONT'D)
               Son, I wanted to talk to you about
               what I think you were trying to do the
               other day.

     Jim's face drops, seeing his death unfold.

                         JIM'S DAD (CONT'D)
                   (continuing with his prepared
                    speech)
               Now, you may have tried it in the
               shower, or maybe in bed at night, and
               not even known what you were doing.
               Or perhaps you've heard your friends
               talking about it in the locker room.

     Jim's eyes dart about, looking for a place to hide.

                         JIM
               Dad, please stop.  Please.  I'm sure I
               know what you're talking about.

                         JIM'S DAD
               Sure you know, son, but I think you've
               been having a little problem with it.
               It's okay, though.  What you're doing
               is perfectly normal.  It's like
               practice.  Like when you play tennis
               against a wall.  Some day, there'll be
               a partner returning the ball.
                   (a beat)
               You do want a partner, don't you son?

                         JIM
                   (through clenched teeth)
               Yes.

                         JIM'S DAD
               That's great.  Now remember, it's okay
               to play with yourself.  Or, as I
               always called it --
                   (elbows Jim)
               "Stroke the salami!"
                   (chuckles)
               Ho-ho, Jim.  There's nothing to be
               ashamed of.  Hell, I'm fifty-two, and
               I still enjoy masturbating.  Uncle
               Mort masturbates.  We all masturbate.

     Nauseated and entirely disoriented, Jim tries to stumble
     back into his room.  He SMACKS the doorframe.  Keeps
     going, slamming the door behind him.  A beat.

                         JIM'S DAD (cont'd)
               Poor guy thought he was the only one.

     EXT. FOOTBALL FIELD - DAY

     The football field also doubles as the lacrosse field.
     East Great Falls is battling Central.  It's a rough game,
     muddy, brutal.  We see Oz grunting and groaning, playing
     very tough.

     On the sidelines, we see Heather has shown up.  She's
     watching the game -- and is impressed as she watches Oz's
     agility and domination.  Oz runs up the field, cradling
     the ball in his stick.  A couple CENTRAL PLAYERS try to
     check him.  Heather cringes with each impact, and is then
     excited to see Oz dodge his opponents.

     Finally, Oz scores with a triumphant YELL.  Heather
     CHEERS with the crowd as the EGF players congratulate
     each other.

     EXT. FOOTBALL FIELD - DAY

     After the game.  Oz sees Heather waiting for him on the
     sidelines.  He's about to run over when COACH MARSHALL
     snags him --

                         COACH MARSHALL
               Good work, Ostreicher.

                         OZ
               Thanks coach.

                         COACH MARSHALL
               You're a killer, Ozzy!

                         OZ
                   (trying to get away)
               -- Thanks, coach --

     FOLLOW WITH OZ as he trots over to Heather, covered in
     mud.

                           OZ
               Hey, what're you doing here?

                         HEATHER
               Just enjoying my exhilarating first
               lacrosse experience.  You like,
               "kicked butt."

     A clod of mud falls from Oz's uniform onto Heather's
     skirt.

                         OZ
                   (brushing it off her skirt)
               Whoops, excuse me...

     Oz wipes the mud from his hands.  A beat.  Heather has
     something to say that's not quite coming out.

                         HEATHER
               Um...Chris --

                         OZ
               You can call me Oz.

                         HEATHER
               Do I have to?

                         OZ
               You can call me Ostreicher.

                         HEATHER
               What's your middle name?

                         OZ
               Forget it.

                         HEATHER
               Come on!  I won't tell.

                         OZ
               Neither will I.

                         HEATHER
               Okay.
                   (pause)
               So I had this...thought, and...this
               may seem like it's out of left field,
               and I don't know if you can, but since
               I'm not going with anyone --

     Before she can finish, Stifler runs up, sweaty and
     excited.

                         STIFLER
               Hah!  Central sucks!
                   (noticing Heather)
               Choir Chick?  What the hell are you
               doing here?

                         HEATHER
               Well, I uh, I was --
                   (decides to stand her ground)
               I was asking Chris to prom.
                   (turns to Oz)
               So do you wanna go?

     Oz is surprised at her directness.  Impressed.

                         OZ
               Yeah!

                         STIFLER
               Well, just don't expect Oz to pay for
               the limo.

                         OZ
               Stifler, fuck --
                   (noticing Heather, "sensitive")
               ...man, you don't have to be so
               insensitive.

     A beat.

                         STIFLER
               What??
                   (he dismisses it)
               Whatever -- look uh, don't forget --
               my cottage after prom.  On Lake
               Michigan.

     Stifler joins some other LACROSSE BUDDIES.

                         OZ
               Alright, cool.  I gotta hit the
               showers, but...I think this'll be
               really good.

                         HEATHER
               Yeah, me too, okay, cool.

     They share a smile.  Then Heather walks off towards her
     car.  Oz trots off to Stifler and the other lacrosse
     guys.

                         STIFLER
               My man Oz, working it with the choir
               babes?

                         LACROSSE BUDDIES
                   (cheering, slapping him)
               Yeah, go Oz! etc.

     Oz laughs, embarrassed.

                         OZ
                   (pandering to them)
               Hey, you know, what can I say, I dig
               those cute little sweaters she wears.

                         STIFLER
               I'll bet you do, you little horndog,
               she's givin' you fuckin' stiffies,
               right?

     Stifler goes into what can only be described as the Spank-
     Me-And-Fuck-Me-Like-A-Whore-Dance.

                         STIFLER (CONT'D)
               Yeah!  Sing for me!  yes!

     The other guys LAUGH.  Oz joins in, laughing in spite of
     himself.  They all high-five.

     And from the other side of the field, we see Heather
     peering over at them.  Hardly believing it as Oz joins in
     the laughter.

     INT. EAST GREAT FALLS HIGH - CLASSROOM - DAY

     English class.  The TEACHER is wrapping up a lecture.

                         TEACHER
               So once Hal becomes king, he has to
               take on the responsibilities of
               leadership, and turn his back on his
               old, drunken friend, Falstaff.  You
               see, Hal was going through a rite of
               passage, much like you all are.  Make
               the most of the time you've got left
               together.  You'll miss it later.

     Jim, Kevin, and Oz sit in the back of the classroom in
     one corner.

                         OZ
               So does your tongue cramp up?

                         KEVIN
               Nah, you get kind of dizzy though.

                         JIM
               Wow, that's amazing, she's probably
               gonna want to do it soon.

     Kevin shrugs as the BELL RINGS.  Sherman passes by.

                         SHERMAN
               Still questing after the holy grail,
               eh guys?

     He CHUCKLES and exits.  The guys stand up, exiting the
     classroom.

                         JIM
               Hey, where's Finch?

                         KEVIN
               Went home to shit.

                         JIM
               I don't get it.  How does a guy like
               that get this sudden reputation?

                         OZ
               What reputation?

                         KEVIN
               Observe.

     He taps a passing RANDOM CUTE GIRL on the shoulder.

                         KEVIN (cont'd)
               Excuse me.  Do you know who Paul
               Finch is?

                         RANDOM CUTE GIRL
               Of course!  Have you guys seen his
               tattoo?

                         KEVIN
               ...Yes?

                         RANDOM CUTE GIRL
               Is it cool?  I heard it was like an
               eagle, blazing in fire and stuff.

                         JIM
                   (nods, loving it)
               Actually, it's an eagle and this big
               python.

                         RANDOM CUTE GIRL
               Really?!

                         JIM
               Yeah, see it's on his stomach, here,
               and the eagle -- the eagle is actually
               grasping the python in its talons, so
               the snake is like his --

                         KEVIN
                   (interrupting)
               That's good, Jim.

                         RANDOM CUTE GIRL
               Woah, no way!  That guy is so cool!

     She hurries off to tell her friends.  The guys exit the
     classroom.

     INT. EAST GREAT FALLS HIGH - SENIOR HIGH LOCKERS - CONTINUING

                         OZ
               Okay, explain.

                         KEVIN
               I can't, I have no idea how he's doing
               it.  And that leaves you trailing,
               Jim.  You gotta get your act together.

                         JIM
                   (a little aggravated)
               Yeah, I know.  I'm working on it.

     Jim turns around -- to find Nadia is standing right in
     front of him.  Jim says nothing.  Stuck.  Staring.  Oz
     elbows him.  Jim gives a startled GRUNT.

                         NADIA
               You are very good in the world history
               class, yes?

                         JIM
                   (gulps)
               Me?

     Jim looks over to Kevin and Oz, who excitedly give him
     encouraging looks and gestures.

                         JIM (CONT'D)
                   (trying to decipher the guys'
                    signals)
               Yes.  No.  Yes.

                         NADIA
               Perhaps you can help me with my
               studies?

     The guys nod, "Yes!  Yes!"

                         JIM
               Okay...that would be cool sometime.
                   (sees the guys gesticulating)
               How 'bout tomorrow?

                         NADIA
               Well, I do have ballet practice.
               Perhaps I can come by your house
               afterwards.  I can change clothes at
               your place?

                         JIM
                   (barely, overwhelmed)
               I suppose that would be okay.

     Nadia walks off.  Jim collapses into Oz's and Kevin's
     arms, like a marathon runner at the end of a race.  They
     pat him heartily in congratulations.

     EXT. RAST GREAT FALLS - SIDE OF SCHOOL - DAY

     After school.  Oz is there as Heather pulls up in a new
     Saab.

                         OZ
               Nice car.

                         HEATHER
               I'm glad you think so.

                         OZ
               You don't like it?

                         HEATHER
               No, I like the car.
                   (then, direct)
               By the way, though, about prom?  That
               was like a bad idea.  Sorry I invited
               you.

     She hastily walks towards the school.

                         OZ
               What?!

                         HEATHER
               Oh, please.  I asked you because I
               thought you might actually be worth
               going with.  But you are just a jock.
               No wait.  You're a jerk.

                         OZ
               What?  No I'm not.

                         HEATHER
               I saw you making fun of me with your
               lacrosse buddies.

                         OZ
               I wasn't making fun of you.

                         HEATHER
               Give me a break, you're so full of it.

     She hurries up more, breaking off from Oz, and enters the
     school.  After a moment, he slowly heads in.

     INT. EAST GREAT FALLS HIGH - LITTLE AUDITORIUM - LATER

     Oz and Heather are singing with the group, at opposite
     ends of the room.  It's a pop, contemporary arrangement
     of "HOW SWEET IT IS."  It sounds jazzy, cool.

     Oz looks dazed, like the wind's taken out of him.  He
     sings along, distant.  Heather, almost defiantly, sings
     clearer and better than ever.  Oz watches her, though she
     never looks his way.  At the bride of the song, Heather
     breaks into a solo.  She sings beautifully.  Oz is
     hooked.

     The Choir Teacher halts the song.

                         CHOIR TEACHER
               Okay, Heather, that was good, but I
               want to thicken up that solo.
               Michigan State is this Saturday, and I
               want that part to smoke.

                         HEATHER
               I know, my timing's off.

                         CHOIR TEACHER
               A little, but I think it'll work
               better as a duet.  With a tenor part.

                         OZ
                   (interrupting)
               I'll do it.

     A beat as the Choir Teacher is impressed and Heather
     looks indifferent.

                         OZ (CONT'D)
               I'll do it.

                         CHOIR TEACHER
               Okay then.  The rest of you okay with
               that?

     The rest of the choir agrees, as Heather looks to Oz with
     skepticism.

                         CHOIR TEACHER (CONT'D)
               Great.  See you tomorrow.

     The group starts packing up.

                         HEATHER
                   (annoyed)
               Why are you doing this?

                         OZ
               Because I want to.

                         HEATHER
               Yeah?  Well you can't fake your way
               through this.  You better practice.

     She leaves.

     INT. EAST GREAT FALLS - LIBRARY - DAY

     Jim, Kevin, Oz, and Stifler.

                         STIFLER
               Fuck me!  You're gonna have a naked
               Eastern-European chick in your house,
               and you're telling me you're not gonna
               take advantage of that?

                         JIM
               What am I gonna do, broadcast her over
               the internet?

                         OZ
               You can do that?

                         JIM
                   (off their looks)
               Oh -- no way.  I can't do that to her.

                         STIFLER
               Dammit, Jim, get some fucking balls.
               If you don't have the guts to
               photograph a naked chick in your room,
               how are you ever gonna sleep with one?
               Now all you gotta do is set up some
               sort of private link or whatever on
               the net, and tell me the address.

     The guys ponder this.

                         KEVIN
               You can send me the address too.

                         JIM
               Well...dammit, if I'm doing this, how
               the hell am I gonna watch?

                         KEVIN
               I'll save you a seat.

     INT. JIM'S BEDROOM - DAY

     Jim is setting the computer camera on top of the monitor.
     The computer BINGS.

                         COMPUTER VOICE
               "You have established an internet
               connection."

     Jim sits.  Types a quick E-mail.  It reads:  "OH YEAH!
     128.220.27.102/tempt/NadiaVision.  ENJOY!"

     Jim scrolls through his list of E-mail addresses.
     Highlights a listing.  Clicks "Send."

     INT. KEVIN'S BEDROOM - DAY

     Kevin and Finch sit in front of a computer.  Kevin is
     unloading beer and chips from a grocery bag.

     We see an image of Jim's bedroom on the computer screen.
     It's a little strobed, but easily watchable.  Suddenly
     Jim's face pops into frame.  He's adjusting the camera.

                         KEVIN
               There we go.

     INT. JIM'S BEDROOM - DAY

     We see the same image on Jim's screen.  Jim turns off
     just the monitor.  It looks like the computer is off --
     the ruse is undetectable.

     Jim's dad enters with Nadia.  She's in sweats and a
     leotard, carrying a duffel bag over her shoulder.  Jim's
     dad is delighted, fidgety, almost giddy.

                         JIM'S DAD
               Son.  This lady's here for you.

                         JIM
                   (like it's no big deal)
               I know.  Hey Nadia.

                         NADIA
               Hello James.  Ready to study.

                         JIM'S DAD
               Oh, you bet he is.  Jim's quite the
               bookworm.

                         JIM
               Dad.

                         JIM'S DAD
               Oh, no, not too much of a bookworm.
               He's a good little kid.  Er, guy.
               Man.

                         JIM
               Dad!!

                         JIM'S DAD
               Okay, okay.  I'll let you hit those
               books.

     Jim's dad gives a knowing look and exits.

     INT. STIFLER'S HOUSE - BROTHER'S BEDROOM - SAME TIME

     STIFLER'S YOUNGER BROTHER, 11, a monster, is tugging at
     Stifler, who sits at the computer, watching Jim's room.

                         STIFLER'S BROTHER
               Steve!  Steve!  It's my computer and I
               wanna use it!

                         STIFLER
               Shut up and watch this, you might
               learn something.

     INT. JIM'S BEDROOM - DAY

                         JIM
               So you need to change, right?

                         NADIA
               Do you mind?  This fabric is so
               uncomfortable.

     She sets her duffel on Jim's bed.

                         JIM
               No, go right ahead and get dressed.
               I'll just be downstairs, studying up.
               Get me when you're ready.

     Jim exits, closing the door behind him.

     INT. KEVIN'S BEDROOM - DAY - SAME TIME

                         KEVIN
               Here we go.

     INT. JIM'S HOUSE - HALLWAY - CONTINUING

     He's off!  Jim sprints down the hall.  Thunders down the
     stairs.

     INT. JIM'S HOUSE - CONTINUING

     Jim's Mom and Dad are sitting downstairs.  Jim bolts
     through the room.

                         JIM
               Be back in a sec!

     He practically crashes through the door on his way out.

                         JIM'S MOM
               Jim?  Honey, where are you going?

     She turns and looks at her husband.  Both perplexed.

     EXT. STREET - CONTINUING

     Jim runs like hell.

     INT. JIM'S BEDROOM - SAME TIME

     Nadia unzips her duffel, pulling some clothes out.

     EXT. KEVIN'S HOUSE - CONTINUING

     Jim trucks across the lawn to the door.

     INT. KEVIN'S BEDROOM - DAY

     Kevin and Finch are watching the computer screen.

                         KEVIN
               Want a beer?

     Finch simply waves off the question.  He's glued to the
     screen.

     Jim bursts into the room, breathless.

                         JIM
               Did I miss anything?!

                         KEVIN
               Just in time.

     Jim grabs a seat by the computer.  All three guys watch,
     transfixed.  Nadia is slipping out of her leotard.

                         JIM
               Woah!

     Nadia's leotard is off.  Bra and panties.  Outstanding
     body.

     INTERCUT BETWEEN JIM'S BEDROOM and the guys around the
     computer screen in Kevin's Bedroom.

     Nadia pauses.  Looks in Jim's full-length mirror.
     Admiring her body.

                         KEVIN
               Oh, man!  This is incredible.

     And...yes!  Nadia peels off her sportsbra.  Supple
     breasts.  The guys are awestruck.

                         KEVIN (CONT'D)
               I can't believe Oz had to work.

     INT. EAST GREAT FALLS HIGH - LITTLE AUDITORIUM - DAY

     Oz sits alone in the empty vocal jazz rehearsal area.  He
     sighs, leafing through some sheet music.  It's as quiet
     and boring as can be.

     INT. STIFLER'S HOUSE - BROTHER'S BEDROOM - SAME TIME

     Stifler and his brother are awestruck.

                         STIFLER'S BROTHER
               This is like the coolest thing I've
               ever seen.

     INT. KEVIN'S BEDROOM - DAY - CONTINUING

                         JIM
               Oh, thank you Lord, for this wonderful
               day.

     Nadia still primps in the mirror.  Then she looks around.
     Very carefully, she pokes through the stuff on Jim's
     night table.

                         JIM (cont'd)
               Hey!  You can't touch my stuff!

     Nadia opens the night table.  Stops.  Jim flushes.  Nadia
     delicately reaches into the night table as Jim crumbles.

                         JIM (cont'd)
               Oh no no no.

     She pulls out the stack of porno magazines.

                         KEVIN
               Nice collection there, Jim.

     Nadia takes a PENTHOUSE.  Starts thumbing through it.
     She sits on Jim's bed.  Lingering on some pages.  Getting
     aroused.

                         JIM
               Dear God -- she's -- she's -- she's --

     Welcome to every man's fantasy.  Nadia's hand wanders
     into her panties.

                         JIM (cont'd)
               Gentlemen, I'd like to make an
               announcement.  There is a gorgeous
               woman masturbating on my bed.

     The guys watch, completely blown away.  Nadia's lost
     herself.

                         KEVIN
               You know, Jim...you could go back
               there...and...

                         FINCH
                   (nodding)
               Seduce her.

                         JIM
               But, but -- what would I do?

                         KEVIN
               Anything!  Just tell her it looks like
               she needs an extra hand or something.

                         JIM
               That's stupid.

                         KEVIN
               No, you're stupid.  Get going!  Right
               now!  She's primed!

                         JIM
               Oh...oh...oh, shit!

     He BOLTS across the room.

     EXT. KEVIN'S HOUSE - DAY

     Jim sprints across the lawn.

     EXT. STREET - DAY - CONTINUING

     Jim leaps over a row of bushes.  Wipes out.  Gets up and
     keeps running.

     INT. JIM'S HOUSE - DAY - CONTINUING

     Jim crashes into the house and runs past his bewildered
     parents.

                         JIM
               Hey mom hey dad!

     He rushes up the stairs.  Jim's Dad looks hopeful.

     INT. JIM'S HOUSE - HALLWAY - CONTINUING

     Jim stops outside his door, catching his breath.  He can
     hear FAINT MOANING from inside.  He's hesitating.

                         JIM
               Oh boy oh God oh crap oh no.

     INT. KEVIN'S BEDROOM - DAY - SAME TIME

                         KEVIN
               Come on, Jim.  Where are you?

     The PHONE RINGS.  Kevin answers.

                         KEVIN (cont'd)
                   (into phone)
               Hello?  Hey Sherman...what?!  How did
               you know?

     INT. SHERMAN'S HOUSE - CONTINUING

     Sherman sits in front of a computer.

                         SHERMAN
                   (into phone)
               Jim must've addressed that E-mail
               wrong.  It went out to every mailbox
               in the East High directory.  God, how
               juvenile.

     INT. COMPUTER NERD'S BEDROOM - DAY - SAME TIME

     A COMPUTER NERD, 14, is at his computer.  Watching
     NadiaVision.  Mouth open.  Braces shining.

     INT. BASEMENT - DAY - SAME TIME

     A GROUP OF STONERS log onto the page.  A LITTLE MONKEY
     hops around in a cage.

                         STONER #1
               Whoa.

                         STONER #2
               Kind.

     INT. JIM'S HOUSE - HALLWAY - CONTINUING

     Jim still waits outside his bedroom door.  Takes a deep
     breath.  Looks upwards to the sky.

                         JIM
               Please, God.  Let this be it.

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN
               He's going in!

     INT. ANOTHER BEDROOM - DAY

     We see a bedroom full of GUYS.

                         GUY #1
               There's somebody going in there!

     INT. BASEMENT - DAY - SAME TIME

                         STONER #1
               Hey, that guy's in my trig class.

     INT. JIM'S BEDROOM - DAY

     Jim stands there, bewildered.  Nadia hasn't noticed him,
     eyes closed, still pleasuring herself.  Jim stands there,
     watching, faltering.  Gathers his courage.  Finally, he
     rolls his eyes and says --

                         JIM
               Looks like you could use an extra
               hand.

     Nadia's eyes flash open.

                         NADIA
                   (chastising)
               James!  You have come in here on
               purpose?!

                         JIM
               Well...uh...

                         NADIA
               Shame on you!

                         JIM
               Uh...yeah...sorry.

                         NADIA
               Well.  You have seen me.  Now it is my
               turn to see you.  Strip.

                         JIM
               Strip?

                         NADIA
               Yes, slowly.

     Jim sneaks a nervous glance over to the QuickCam.

                         JIM
               You mean like, strip strip?

                         NADIA
                   (irresistably sexy)
               For me?

     INT. KEVIN'S BEDROOM - DAY - SAME TIME

                         FINCH
               What do you suppose they're saying?

                         KEVIN
               No idea.

     INT. JIM'S BEDROOM - DAY - CONTINUING

     Nadia leans over to Jim's clock radio.  Turns it on.  We
     hear COUNTRY MUSIC.  She flips the dial, and we hear A
     FEW STATIONS FLIP BY.  Then a DRIVING, EURO-TECHNO SONG.

                         NADIA
               Perfect.

     She turns to Jim.

                         JIM
               Uh...

                         NADIA
               Move with the music.

                         JIM
               Um...okay...

     He struts clumsily back and forth.  Takes his shirt off.
     Swings it in a circle around his head...and lets go of
     it, aiming for the QuickCam, where it lands.

                         NADIA
               No, no, you must put your whole body
               into it.

                         JIM
               Nadia, I can't --

                         NADIA
               Can't what?  Do you not want to be
               with me?  I wish to be entertained,
               James.

     Jim nods eagerly.  Concentrates on the music...as we see
     the shirt slide off the camera.  Jim starts writhing to
     the beat.  Like a hyperactive chicken.

     INT. STIFLER'S HOUSE - BROTHER'S BEDROOM - CONTINUING

                         STIFLER
               What the fuck is this?

     INT. SHERMAN'S BEDROOM - CONTINUING

                         SHERMAN
               The horror, the horror.

     INT. JIM'S BEDROOM - DAY - CONTINUING

     Jim is into it now.  Possibly the worst dancer in the
     world.  No rhythm.  No soul.

     INT. BASEMENT - DAY - SAME TIME

                         STONER #2
               God, what a buzzkill.

     INT. GIRL'S BEDROOM - SAME TIME

     A GROUP OF GIRLS watches in amusement.

                         GIRL IN BEDROOM
               Work it, baby!

     The LAUGH and dance mockingly along with Jim.

     INT. JIM'S BEDROOM - DAY - CONTINUING

     Jim tugs off his pants, dancing and tripping on them.

                         NADIA
                   (turned on)
               More sexy, Jim, more sexy.

     Jim is clearly excited by Nadia's prodding.  He does some
     pathetically ridiculous move with his pants, sliding them
     around his chest and neck.

     INT. GIRL'S BEDROOM - CONTINUING

     A GROUP OF GIRLS is watching.

                         DISINTERESTED GIRL
               He's no Paul Finch.

     INT. KEVIN'S BEDROOM - DAY - SAME TIME

     Kevin and Finch are now completely sickened.

                         FINCH
               This is truly revolting.

     INT. JIM'S BEDROOM - DAY - CONTINUING

     Jim is straddled over a chair, grinding against the chair
     back, in his boxers and shorts.

                         NADIA
                   (getting really turned on)
               More, more, you bad boy!

     Jim starts spanking his ass as he gyrates.

     INT. ANOTHER BEDROOM - DAY - SAME TIME

     The guys are all trying not to watch, yet still drawn to
     the computer.

                         GUY #1
               Ugh...God...

     INT. JIM'S COMPUTER - DAY - CONTINUING

                         NADIA
               Now!  Hames, come to me.

                         JIM
               Oh yeah!

     Jim dances over to her.  She pulls him onto the bed.
     Kisses his neck.  Takes his hand.  Places it on her
     thigh.

                         NADIA
               Be gentle.

     Jim GULPS.

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN
               Ho-lee shit.

     INT. STIFLER'S HOUSE - BROTHER'S BEDROOM - DAY - SAME TIME

                         STIFLER
               This just got a hell of a lot better.

     INT. JIM'S BEDROOM - DAY

     Jim's hand wanders up Nadia's leg.  She does the same to
     him.  Blows in his ear.  Her hand is about to enter his
     shorts.

     And Jim is done.  Bang.  That's it.

     He looks down at himself in terror.  Nadia sees.  Backs
     away.

                         NADIA
               Jim...

                         JIM
               Oh no.

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN
               Oh no.

     INT. BASEMENT - DAY - SAME TIME

     The stoners look...well, stoned.

                         STONER #1
               Bummer.

     INT. GIRL'S BEDROOM - SAME TIME

     The girls are LAUGHING HYSTERICALLY.

     INT. STIFLER'S HOUSE - BROTHER'S BEDROOM - DAY

                         STIFLER'S BROTHER
               What happened?!  What happened?!

                         STIFLER
               He blew it.  Literally.

     INT. JIM'S BEDROOM - DAY

     Nadia is getting dressed.

                         NADIA
               You are done, James.  Perhaps I should
               be going now.

                         JIM
               No, no, I'm not done!  I've got
               reserves!  Nadia, please please
               please.  I'm begging you.

     She sees the desperation in his eyes.  Thinks about it.
     Smiles.

                         NADIA
               I do like your dirty magazines.

     Jim digs into the stack of pornos.  Grabs SHAVED.

                         JIM
               Did you see this?  This is your more
               exotic dirty magazine.

                         NADIA
               Yes...James, it is knowing that these
               beautiful women arouse you that
               arouses me...

                         JIM
               Oh yes.  Very arousing women.  They
               arouse me very much.  But not as
               arousing as you.

     She goes for this line.  Gives in.

                         NADIA
               Oh Jim...

     She grabs him.  Starts caressing his body.

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN/FINCH
               Yes!!

     INT. BASEMENT - DAY - SAME TIME

                         STONER #1
               Alright, dude!

     INT. ANOTHER BEDROOM - DAY

                         GUY #1
               He's re-engaging!

     A CHEER goes up as the guys CELEBRATE.

     INT. JIM'S BEDROOM - DAY

     Groping.  They're tangled in each other.  Nadia backs off
     for a moment.  Slowly, teasing, she hooks her thumbs in
     the sides of her panties.  Starts sliding them down.

                         NADIA
               So, "shaved" is the expression?

     CLOSE UP on Jim as his eyes bug out.  Yep, it is, and she
     is.

                         JIM
                   (mutters)
               Holy shit.

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN
               Holy shit!

     INT. ANOTHER BEDROOM - DAY

                         ALL THE GUYS
                   (unison)
               HOLY SHIT!

     INT. JIM'S BEDROOM - DAY

     Jim is stuck.  Staring at Nadia.  She moves towards him.
     Nadia is inches from his face.

                         NADIA
               Touch me Jim...here.

     Jim is trembling, straining with himself.  A shudder runs
     through him.

     And it's over, again.

     INT. GIRL'S BEDROOM - CONTINUING

     The girls are LAUGHING again.

                         GIRLS
               Again?

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN
               Not again.

     INT. JIM'S BEDROOM - DAY

                         JIM
               No, not again.

                         NADIA
                   (sighs)
               I am sorry, Jim.  I suppose we will
               not be doing any studying now.

                         JIM
               No!  I've got...reserve reserves!

     Nadia starts getting dressed.  Jim is whimpering.

                         NADIA
               It is too bad.  I was at first hoping
               you would ask me to the prom.  But...

     She gathers her things.  Eyes Jim over.

                         NADIA (cont'd)
               You should change your shorts.

                         JIM
               ...okay.

     Jim is stunned.  Ruined.  Nadia exits.  CLOSE on Jim's
     tormented face as we hear...

                         COMPUTER VOICE
               "You have lost your internet
               connection.  Click 'okay' to
               reconnect."

     EXT. EAST GREAT FALLS HIGH - COURTYARD - DAY

     Jim is walking through the courtyard, a bit dazed.  A
     COUPLE GIRLS pass by him, giggling.  He trudges
     along...noticing a CLIQUE OF GIRLS staring at him as he
     passes by...and Stoner #1 giving him a peace sign...and
     the Computer Nerd staring at him like a celebrity......
     Jim's pace slows.  He hears a SNICKER behind him...he
     slows even more, taking very careful steps...as he sees a
     GIRL doing a really strange dance -- and his eyes pop out
     as he sees that, yes, it's his dance.  He stops.  ALMOST
     EVERYONE is staring at him.  Jim pulls his coat up over
     his face and hurries off into the school, like a fugitive
     avoiding the media.  People APPLAUD and LAUGH.

     INT. EAST GREAT FALLS HIGH - MAIN HALLWAY - DAY

     Kevin and Oz catch up to Jim.  Here and there, people
     still give Jim funny looks.

                         KEVIN
               Hey, minuteman.

                         JIM
               Shut up.  You're supposed to be
               supportive.

                         OZ
               You've still got a chance with Nadia,
               right?

                         JIM
               No.  Her sponsors here saw the thing
               on the net.  I don't think they liked
               it.

                         KEVIN
               How do you know that?

                         JIM
               She's already on a plane back home.

     Kevin winces.

                         JIM (cont'd)
               You know, maybe I'm just not good with
               girls, period.  Like I was born
               without that part of the brain.  I
               mean, I can't talk to girls.  And when
               I do talk to them, I screw it up.

                         KEVIN
               Yeah?  Well come prom night, those
               excuses aren't going to do you much
               good.

                         JIM
               Jesus, Kevin, rub it in.

     A nearby OLD JANITOR starts GUFFAWING at Jim as he walks
     by.

     INT. EAST GREAT FALLS HIGH - CLASSROOM - DAY

     Jim sits, waiting for class to start.  Miserable.  Some
     students are obviously talking about him in the
     background.  Others study and chat.

     Next to Jim is Michelle -- the reject, band dork that
     we've seen earlier.  She's got a flute case on her desk.
     She's blabbering to Jim.  The kind of blabbering where
     every other sentence sounds like a question, even though
     it isn't.

                         MICHELLE
               And so, one time?  I was at band camp?
               And we weren't supposed to have pillow
               fights?  But we had a pillow fight!
               And it was so much fun!

     Jim couldn't care.

                         MICHELLE (cont'd)
               And one time, we all lost our music?
               And we were supposed to play this
               song?  But we didn't know it.  So we
               just made it up!  And we kept playing
               and playing but the conductor didn't
               know what we were doing and it was so
               funny!

     Jim looks wistfully over at Nadia's empty desk.

                         MICHELLE (cont'd)
               So you're pissed about something, huh?
               You know what I do when I'm angry?  I
               just play some Bach on my flute.  It's
               so relaxing.  I learned to do that at
               band camp.

     Jim perks up the slightest bit.

                         JIM
               Hold on.  You have no idea why I'm
               angry?

                         MICHELLE
               Is it because we have a test tomorrow?
               Sometimes I get cranky when I know I
               have a big test to study for.

                         JIM
               Yeah, that's pretty much it.

                         MICHELLE
               I thought so.  Because, one time?  I
               was at this --

                         JIM
                   (interrupting)
               What was your name again?

                         MICHELLE
               Michelle.

                         JIM
               Okay.  Michelle, do you want to be my
               date for the prom?

                         MICHELLE
               Really?  You seriously want to go with
               me?

                         JIM
                   (so forced)
               Yes.  Seriously.

                         MICHELLE
               Are we going to Steve Stifler's party
               afterwards?  That would be so cool.

                         JIM
               Whatever you want.

                         MICHELLE
               Cool!  We're gonna have so much fun!
               It's like this one time, at band
               camp...

     INT. EAST GREAT FALLS HIGH - HALLWAY - A LITTLE LATER

     Heather is walking down the hall.  She turns to go into
     the Little Auditorium -- and through the window in the
     door she sees Oz.  She stops.

     Oz is singing, working through the solo.  Determined to
     get it right.  He bounces his lacrosse ball off the
     floor, in rhythm, keeping time.  There's one point that
     he keeps getting stuck at and going back over.  Heather
     watches this, softening as she sees that Oz is actually
     putting his heart into it.  Finally he's frustrated --

                         OZ
               Dammit!

     He whips the lacrosse ball at the wall.  Heather recoils,
     still watching, unseen by Oz.  After a moment, Oz cools
     off.  He gets the ball, and diligently starts up again.
     Heather is impressed.

     INT. VICKY'S BEDROOM - DAY

     Vicky is doing calculus homework, as Kevin looks on,
     rubbing her shoulders.

                         KEVIN
               You're not doing the extra credit
               problems.

                         VICKY
               No, I'm not.  I'm writing a sequence
               of random numbers that look like I'm
               doing the extra credit problems.  Mr.
               Bender doesn't bother to check
               homework past April.

                         KEVIN
               That's my trick!

                         VICKY
               It's everyone's trick, Kevin.
                   (she turns to him)
               But I did pick it up from you.

     She gives him a little kiss on his hand, continuing with
     her work.  Kevin keeps rubbing her back, more serious.

                         KEVIN
               We've come a long way since
               Homecoming.

                         VICKY
                   (playful)
               Yeah, we have.  You corrupted my four-
               point into a three-nine-five.

                         KEVIN
               Indeed I did.  But, our relationship.
               It's progressed a lot.  It's time for
               us to...express ourselves in new ways.

     Vicky stops working and turns, sitting up on the desk,
     facing him.  Her mood has shifted, more romantic.

                         VICKY
               Like how?

                         KEVIN
               Well, I feel that...things are getting
               to that point in a relationship.
               When two people share...a special
               moment between them.

                         VICKY
               I think you're so right, Kevin.

                         KEVIN
                   (pause)
               You want to do it?

                         VICKY
               Yes --

     She takes his hand.  Readies herself, and declares.

                         VICKY (CONT'D)
               I love you.

     Kevin falters.  This is definitely not what he was
     expecting.  He's caught.  Trying to formulate a response.

                         VICKY (CONT'D)
               Kevin?  Do you not love me?

                         KEVIN
               No, I don't not love you.  I like, I
               know that we've definitely got
               something between us.  Something good.
               Something special.

                         VICKY
               But you don't love me.

                         KEVIN
               I didn't say that.  I mean, love, it's
               like a term that gets thrown around.
               People say things, they get married,
               have kids, and then what?  It's like
               they call it off, going "I was wrong."

     A beat.  Vicky seems to know where he's coming from.

                         VICKY
               Kevin...you're not your dad.  The two
               of us, we're not your parents.

                         KEVIN
               I know, Vick.  I'm just not ready yet,
               okay?

                         VICKY
               Okay.

     INT. SUBWAY - NIGHT

     Oz is closing up the store.  He looks up to see Heather
     at the door.  Oz goes and opens it, surprised,
     embarrassed.  The air is awkward between them.

                         HEATHER
               Hi...

                         OZ
               How did you know I was here?

                         HEATHER
               Stifler told me.

                         OZ
               You talked to Stifler?

                         HEATHER
               Well...I needed to find you.  We are
               gonna have to practice that song.

                         OZ
               ...okay.  Cool then.  I'm um, I'm glad
               you came by.  I mean, really.

     She smiles.  Oz lets her in.

                         HEATHER
               So you like, work nights?

     An uncomfortable moment for Oz.

                         OZ
               Uh...my dad's the manager.

                         HEATHER
               Really?  Cool.  Tell him his subs are
               great.

                         OZ
               Ah, he's always too heavy on the
               vinegar.  If you really want a good
               one, you gotta let me make it.

     INT. SUBWAY - NIGHT - MOMENTS LATER

     Oz is behind the counter.  Heather walks down the other
     side as Oz assembles a sub.

                         OZ
               My dad's always here running the
               store, busy and stuff...and I fill in
               once a week so he can get a night off.

                         HEATHER
                   (pause)
               That's nice.

                         OZ
                   (shrugs)
               So you're going to Michigan?

                         HEATHER
               Yeah, well my parents wanted me to go
               to Northwestern.  I didn't want to
               write all those extra essays they make
               you do -- I mean, how am I supposed to
               know what my "most emotionally
               significant moment" was?  So when my U
               of M acceptance came in December, I
               said the hell with it.

                         OZ
               Onions?

                         HEATHER
               What?

                         OZ
               You want onions?

                         HEATHER
               Oh, yeah.  So what're you gonna major
               in?

                         OZ
               Well, State's got a good business
               school.  And I can probably walk onto
               the lacrosse team.  Green peppers?

                         HEATHER
               Yeah.  So wow, you've got it figured
               out.

                         OZ
                   (dismissive)
               Well, I mean, business is okay, and
               lacrosse is awesome, but what am I
               gonna be, a pro lacrosse player?  I
               really have no idea.

                         HEATHER
               Oh thank God, I thought I was the only
               one.

                         OZ
               Well, you're not.  Oil and vinegar?

                         HEATHER
               Yeah.  You know, people are always
               like, "What're you gonna major in?"
               And I don't know.  And they're like,
               "You'll figure it out."  Yeah?  When?

                         OZ
               I know.  Salt and pepper?

                         HEATHER
               Sure.

     Oz cuts the sub in half with a flourish and puts it on a
     tray.

                         HEATHER (CONT'D)
               So we're gonna be close next year?

                         OZ
               You -- oh, you mean -- yeah, East
               Lansing and Ann Arbor.

                         HEATHER
                   (smiles)
               ...yeah.

     A beat...a little uncomfortable, but nice.

                         OZ
               Wanna swap your chips for cookies?

     EXT. SUBWAY - NIGHT - LATER

     The remains of a couple subs are on a table.  Oz and
     Heather are doing their song...it's rough, but they're
     working through it.  And when they're in sync, they sound
     really good together.  We SLOWLY PULL BACK as they sing
     into the night.

     INT. EAST GREAT FALLS HIGH - MURAL STAIRCASE - DAY

     A GIRL HOLDING OUT FOR FINCH talks to Stifler.

                         GIRL HOLDING OUT FOR FINCH
               I'm sorry, I really can't go with
               you...I'm holding out for someone
               else.

                         STIFLER
               You gotta be fucking kidding.

                         GIRL HOLDING OUT FOR FINCH
               I know it's a long shot, but I figure
               Paul Finch might ask me.

                         STIFLER
               FINCH?  SHITBREAK?!!

                         GIRL HOLDING OUT FOR FINCH
               Oh gosh, I forgot -- you uh, you look
               okay...I mean you can't even tell...

     Flustered, she heads down the stairs.  Stifler, entirely
     confused, heads off into the second floor.  As the Girl
     Holding Out For Finch descends, Kevin catches up with
     her.

                         KEVIN
               Hey...what was that all about?

                         GIRL HOLDING OUT FOR FINCH
               He's still embarrassed because Finch
               kicked his ass.  Knocked out a tooth,
               but you can't see it.

                         KEVIN
               Right, and who told you that?

     EXT. EAST GREAT FALLS HIGH - COURTYARD - DAY

     Kevin is talking to GRETA.  She points offscreen.

     INT. EAST GREAT FALLS HIGH - LIBRARY - DAY

     Kevin is talking to SOME CHICK.  Taking notes.

     INT. EAST GREAT FALLS HIGH - OUTDOOR MURAL - DAY

     Kevin is talking to YET ANOTHER GIRL.  We see that his
     notepad is a spiderweb of girl's names, all interlinked
     with arrows.  They all point to one girl's name in the
     center of the page -- Jessica.

     INT. EAST GREAT FALLS HIGH - CAFETERIA - DAY

     Kevin follows Jessica down the cafeteria line.

                         JESSICA
               No comment.

                         KEVIN
               No comment?!  Are you kidding me?!
               I've never seen someone's image change
               so...so drastically!

                         JESSICA
               Thanks.  It was my idea.

                         KEVIN
               Did you guys hook up or something?

                         JESSICA
               Are you kidding?  No.

                         KEVIN
               Then what the hell are you talking
               about?

                         JESSICA
               Well...I guess it's okay for me to
               tell you now.  That reputation of his
               isn't going anywhere.
                   (then)
               Finch comes to me and says, "Jessica,
               I need help with this, blah blah,
               etcetera."  So I told him, pay me two-
               hundred bucks, and I'll tell a couple
               girls that you're dynamite in bed.  So
               he did, and I did.

                         KEVIN
               I don't get it, that really works?

                         JESSICA
               Duh.  Of course.  Naturally, I
               embellished a little bit.  Hey, did
               you hear that Finch had sex with an
               older woman?

     Kevin is speechless.

                         JESSICA (CONT'D)
               No?  Damn, that one was my favorite.

     INT. EAST GREAT FALLS HIGH - GUY'S SHOWERS/LOCKER ROOM - DAY

     Toweled guys exit the steamy showers, doing a macho GREAT
     FALLS LACROSSE CHANT.  They exit frame, and we remain on
     the showers, to hear --

                         OZ
                   (singing happily)
               ...I needed the shelter of someone's
               arms...there you were -- woo-hoo-
               hoo...

     He exits in a towel and goes to his locker, next to
     Stifler.

                         OZ (CONT'D)
                   (still singing)
               ...I needed someone to understand my
               ups and my downs, oh baby there you
               were...

     Stifler is staring at Oz, horrified.

                         STIFLER
               Oh my fucking God.  You're gay.

                         OZ
                   (cheery)
               Come on, you know the words, sing
               along.

                         STIFLER
               No thanks, you've been singing that
               shit all week.  If you try that at MSU
               this Saturday, I'm pretending I don't
               know you.

     Oz stops.

                         OZ
               Our last game is this Saturday.

                         STIFLER
               No shit.

     EXT. EAST GREAT FALLS HIGH - COURTYARD, A BENCH - LATER

     Heather is studying outside.  Oz stands before her,
     breathless, his hair still wet.

                         OZ
               ...I've got this lacrosse game.  It's
               really important, it's our last game.
               And you know, Central almost beat us
               last time, so I really want to kick
               their ass, and it's like cool because
               we're gonna get to play at State,
               which means that after the game I
               might be able to stop by...

                         HEATHER
                   (pause)
               You can't sing at the competition.

                         OZ
               I'm sorry, I totally spaced.  I
               just...I didn't realize it...

                         HEATHER
                   (upset but trying to be cool)
               ...it's okay, you should do whatever
               makes you happy.

                         OZ
               Alright...yeah...thanks for
               understanding.
                   (a beat)
               So I guess...I'll see you later.

     An uncomfortable moment.  Oz walks off.  Heather looks
     let down.

     EXT. EAST GREAT FALLS HIGH - ENTRANCE TO SENIOR LOCKERS - DAY

     Kevin is at his locker, getting ready for class.  Stifler
     comes running up with a wicked grin on his face.

                         STIFLER
               Kevin!  You seen Shitbreak lately?

                         KEVIN
                   (immediately sensing danger)
               Oh no, Stifler, what did you do?

                         STIFLER
               Me?  Nothing.  I'm the one whose ass
               he kicked.
                   (off Kevin's look)
               I'll tell you one thing, though.  I
               don't think he's gonna have a problem
               shitting in school anymore.

     Stifler pulls out an empty bottle of PRESCRIPTION
     LAXATIVE, maniacally LAUGHING.

     INT. EAST GREAT FALLS HIGH - CAFETERIA - DAY

     Finch is sitting at a table, reading his paper.  Kevin
     comes tearing around the corner and runs up to him.

                         KEVIN
               Finch!  Get to the bathroom!  Now!

                         FINCH
               Easy, tiger.  What's in there?

                         KEVIN
               Just go!

                         FINCH
               Why is this?

                         KEVIN
               You're gonna shit your pants!

                         FINCH
               Charming.

                         KEVIN
               Finch, listen -- Stifler slipped some
               sort of laxative in your Mocash-chino
               or whatever.  It's fast acting.  I
               mean really fast.

                         FINCH
               First of all, it's Mochaccino, and
               secondly...Oohhhh!

     Finch jumps up and sprints down the hallway.

     INT. EAST GREAT FALLS HIGH - MAIN HALL - CONTINUING

     We FOLLOW with Finch.  We see Stifler down the hall,
     holding open the bathroom door like a pleasant doorman.

                         STIFLER
               This way, sit.

     Finch darts into the bathroom.  Stifler LAUGHS
     hysterically.

     INT. EAST GREAT FALLS HIGH - BATHROOM - DAY

     Finch leaps into a stall and slams the door behind him.

     INT. EAST GREAT FALLS HIGH - BATHROOM STALL - DAY

     Finch has stopped.  He's staring down at the toilet.  It
     looks entirely uninviting.  But he's straining,
     struggling, starting to dance around, moaning as he
     cramps up.

     He grabs a length of toilet paper and lines the seat with
     it.  Then another, and another.  Sweat drips off his
     forehead.

                         FINCH
               Come on come on come on...

     He's got the seat lined with at least three layers of
     toilet paper.  Notices a spot where there's still bare
     toilet seat.  He tears off one square of toilet paper,
     placing it on the spot.  He steps back and looks it over,
     still wriggling to contain his bowels.

                         FINCH (CONT'D)
               Okay.  You can do this.

     He unbuckles his pants.  Sits down -- just as we hear
     someone enter the bathroom.  Finch, still restraining,
     listens for a moment...only to hear the CLICK-CLICK-CLICK
     of heels.

     INT. EAST GREAT FALLS HIGH - MAIN HALL - DAY

     The bathroom door swings closed to reveal the universal
     symbol for "Women."  Stifler is there, LAUGHING even
     harder.

     INT. EAST GREAT FALLS HIGH - BATHROOM STALL - DAY

     Finch is terrified.  Through the crack between the stall
     door and the frame, Finch catches glimpses of bright
     colored skirts and dresses.  He grits his teeth,
     straining.

     And a GURGLE comes from Finch's stomach.  His eyes bulge.

     INT. EAST GREAT FALLS HIGH - BATHROOM - DAY

     A GROUP OF GIRLS is at the mirror, including the Girl
     Holding Out for Finch, fixing their hair.

                         GIRL HOLDING OUT FOR FINCH
               You know it's just gonna be some
               crappy band and stupid decorations.

                         GIRL #2
               You're just saying that cause prom's a
               week away and you don't have a date.

                         GIRL HOLDING OUT FOR FINCH
               No, I don't want a date...
                   (increasingly dreamy)
               Finch is going stag...and so am
               I...the guy is like so...debonair.

     INT. EAST GREAT FALLS HIGH - BATHROOM STALL - DAY

     Finch is in hell.  Desperately trying not to shit.
     Holding it in for all he's worth.

     INT. BATHROOM - DAY

                         GIRL #2
               Do you think that "older woman" thing
               is true?

                         GIRL #3
               Of course, it was Stifler's mom.

     INT. EAST GREAT FALLS HIGH - BATHROOM STALL - DAY

     Pure agony.  Finch is sweating badly.  Every muscle in
     his body is tensed.  Tears stream from his fiercely shut
     eyes.

     A gastric RUMBLING.  Finch's eyes flash open in terror.

     INT. EAST GREAT FALLS HIGH - BATHROOM - DAY

     We hear another, deeper RUMBLING.  Girl #2 turns to her
     friend in surprise.

                         GIRL #2
               Joanie, was that you?

     INT. EAST GREAT FALLS HIGH - BATHROOM STALL - DAY

     Finch is struggling.  Rocking back and forth.  But it's
     no use.  He's at his limit.

                         FINCH
               Aaaaaaarrrgghhhh!

     INT. EAST GREAT FALLS HIGH - BATHROOM - DAY

     The girls at the mirror freeze -- and we hear what can
     only be the SOUND OF DIARRHEA exploding into a toilet
     bowl.

     The girls run out SCREAMING and LAUGHING.

     INT. EAST GREAT FALLS HIGH - BATHROOM - DAY - MOMENTS LATER

     Finch exits the stall with trepidation, pulling up his
     pants.  Slowly, slinking, he approaches the door.  Grabs
     the handle.  Composes himself.  And like nothing ever
     happened, he opens it.

     INT. EAST GREAT FALLS HIGH - MAIN HALL - DAY

     Finch comes out of the bathroom.  Stops.  His eyes
     register complete disbelief.

     A SEMI-CIRCLE OF GIRLS, including the ones we have seen
     gossiping about him, has crowded around the door.  All
     staring at him with complete repugnance, open-mouthed.

                                                       DISSOLVE TO:

     EXT. LACROSSE FIELD (MSU) - DAY

     Oz is playing in the final lacrosse game.  The team
     scores -- they're beating Central.  Everyone cheers,
     except Oz.  We see Jim and Kevin in the stands, CHEERING.

     EXT. MUSIC HALL (MSU) - DAY

     Establishing.  The campus of Michigan State University.
     Students pass in front of an older, impressive university
     building.

     A sign out front reads, "MICHIGAN STATEWIDE VOCAL
     COMPETITION."

     INT. BACKSTAGE (MSU) - DAY

     Heather and the rest of the vocal jazz group are behind
     the curtain.

     They all wear flashy, borderline cool outfits.  Heather
     looks worried, lost.  Looking to the door, as if Oz might
     come running in.

                         VOCAL JAZZ TEACHER
               Okay.  Albert, you ready?

     ALBERT steps next to Heather.  He's kind of funny-
     looking, with an overly-suave attitude that comes off as
     plain weird.

                         ALBERT
               No problemo.

     He SINGS a couple lines.  Way too melodramatic and
     cheesy.  Heather looks trapped.

     EXT. LACROSSE FIELD (MSU) - DAY

     A scoreboard shows that East is leading by five goals.
     Oz is running up the field, towards the goal, cradling
     the ball in his stick.  He seems to have a good lead.
     Suddenly he is tumbling, falling, losing the ball.
     Someone has checked him.  He lays stunned on the ground,
     as Stifler recovers the ball and scores.

     The players run back to the sidelines to reset for the
     face-off, and gather around the coach.

                         COACH MARSHALL
               Alright!  Good hustle, guys, but we
               can still lose.  You all saw what
               happened to Oz out there.  I don't
               ever want to see you guys thinking
               you're gonna score.  You don't score
               until you score, period.

     The team is getting into it.  Shouts of "Hell yeah!"  But
     Oz's got a quizzical look on his face.

     INT. BACKSTAGE (MSU) - DAY

     Heather waits with the group to go onstage.  Albert paces
     like a Shakespearean actor, psyching himself.

                         ALBERT
               Focus on the music.  Think melody.
               Let the music be my guide.

                         HEATHER
               That would be a start.

     EXT. LACROSSE FIELD (MSU) - DAY

     Oz shows some emotion peeking through.  Confused.

                         COACH MARSHALL
               It all boils down to today.  For you
               seniors, this marks the culmination of
               your past four years.  Think of what
               that means to you.  Are you guys gonna
               look back on your days at East and
               know that you made the most of the
               time you had?

     A wave of realization washes over Oz.  He stands up tall.

                         COACH MARSHALL (cont'd)
               Now that's the attitude, Ostreicher!

     Oz collects himself.  Takes a deep breath.

                         OZ
               Good luck, guys.

     he sets his lacrosse stick down and starts to leave.

                         COACH MARSHALL
               Christ!  I didn't say you were out of
               the game!

                         OZ
               Sorry, coach.

                         COACH MARSHALL
               What the fuck is this?  You got
               someplace more important to be?

     Coach Marshall is fuming.  The entire team is staring at
     Oz.

                         OZ
               Yeah.

     He runs off.

     ANGLE ON JIM AND KEVIN IN THE STANDS

     A beat of confusion.  Then they stand up.

     EXT. MSU CAMPUS - DAY

     Oz runs through a gate.

     INT. BACKSTAGE - DAY

     The vocal jazz group is on their feet, lined up, waiting
     to go onstage.  Oz bursts into the room, still in his
     lacrosse gear.

                         VOCAL JAZZ GUYS
               Oz -- You're back -- Yeah --

                         ALBERT
               -- Oh, great.

     Oz rushes up to Heather.  She's happy but confused.

                         HEATHER
               What about the game?!

                         OZ
               I'm not playing.

                         HEATHER
               You're missing the game for us?!

                         OZ
               No.  I'm missing the game for you.

     Heather melts.  Oz pulls her close.  And they kiss.

                         VOCAL JAZZ TEACHER
               Okay, okay.  You guys got about a
               minute to go.  Spend it warming up,
               not making out.  This ain't the prom
               yet.

     Oz and Heather share a smile.

     INT. MUSIC HALL STAGE - DAY

     The vocal jazz group is belting their hearts out, singing
     "How Sweet It Is."  Oz sings with them now in his vocal
     jazz outfit...we TILT DOWN to see he's still wearing his
     cleats.  He and Heather sound great, backed by the vocal
     jazz group.  They sail through their duet, join hands,
     and finish perfectly.  The audience APPLAUDS with
     enthusiasm -- and we Kevin and Jim, WHOOPING AND
     CLAPPING, loving it, like they're at a rock concert.

                         JIM
               Yeeeeeeeaaaawwwwww!

                         KEVIN
                   (gives that "You rock!" hand
                    sign)
               You fuckin' rule!

     INT. EAST GREAT FALLS - CLASSROOM - DAY

     Class has just ended, students are filing out of the
     classroom.  A teacher grades papers in the back of the
     room, routinely writing "A, A-, A, A-" on each paper.
     Vicky is studying a pull-down map hanging over the
     chalkboard.  Kevin comes up next to her.

                         KEVIN
               Hey...

                         VICKY
               Did you know that it's...450 miles
               from Ann Arbor to Nashville?

                         KEVIN
               It's like a six or seven hour drive.
               That's easy, I don't mind driving.

     A beat.  Kevin looks back over his shoulder to the
     inattentive teacher.  Moves closer to Vicky.

                         KEVIN (CONT'D)
               About the other day...I've been
               thinking.

                         VICKY
               So have I.  And I know you want to
               make things perfect for me.  And I
               understand that you really wouldn't
               tell me that until you were 100%
               comfortable with it.

     Vicky looks over to the teacher, who COUGHS.  She steps
     closer.  Kevin, somewhat nervous, takes the bottom of the
     map, fidgeting with it a little.

                         VICKY (CONT'D)
               And I want to make things perfect for
               you.  You're right, Kev, we do have
               something good...and special.

                         KEVIN
               Yeah, we have something great, Vick.

                         VICKY
               Kevin...
                   (very close, whispered)
               I want to have sex with you.

     The map goes FLAPPING upwards.  The teacher looks up.

                         KEVIN
                   (almost frightened)
               Now?!

                         VICKY
               No...I know the perfect time...

     She looks to the calendar on the wall...and taps next
     Saturday -- "Prom."  Kevin can't believe it...MUSIC UP
     for PRE-PROM MONTAGE --

     INT. TUXEDO LAND - DAY

     Jim is trying on a tux.  he shrugs, like it fits well
     enough.

     He turns to see Oz trying on his -- Oz is fidgeting,
     trying on different ties, vests, shoes, very sincere and
     focused.

     INT. VICKY'S BEDROOM - DAY

     Vicky is trying on a rather elegant dress, looking to
     Jessica for support, showing it off.  Jessica jokingly
     does the same, showing off her shorts and T-shirt, as if
     she could care.

     INT. EAST GREAT FALLS HIGH - COURTYARD - DAY

     Finch sits alone.  Not like alone.  More like Forrest
     Gump.

     INT. TUXEDO LAND - DAY

     Jim is paying for his tux.  We see Oz trying to decide on
     a cumberbund.  There are about ten of them scattered
     around him that he's already tried.  In the background,
     an ATTENDANT looks impatient.

     EXT. EAST GREAT FALLS HIGH - COURTYARD - DAY

     Finch still sits.  His head is cocked at a different
     angle.

     INT. JIM'S HOUSE - LIVING ROOM - DAY

     Jim's dad fixes Jim's bow tie.

     INT. KEVIN'S BEDROOM - NIGHT (END MONTAGE)

     Kevin is in his tux.  He's staring at himself in the
     mirror.

     EXT. EAST GREAT FALLS HIGH - NIGHT

     The parking lot is full.  VARIOUS FORMALLY DRESSED
     STUDENTS make their way into the school.  One group piles
     out of a stretch limo.  We see a STEALTHY STUDENT slip a
     bottle of liquor into his tux.  A FLUSTERED GUY struggles
     to re-attach his date's corsage.

     This is the prom.

     INT. EAST GREAT FALLS HIGH - GYM - NIGHT

     The gym is decorated in a clashingly festive manner.
     Like a combination of Mardi Gras, New Year's Eve, and
     somebody's bar mitzvah.  A CRAPPY BAND plays CRAPPY
     IMITATION ROCK MUSIC.

     Most students mill about, talking, generally bored.  The
     only people who are enjoying themselves are the OBVIOUSLY
     DRUNK STUDENTS, slam-dancing with the obviously drunk
     Stifler in a corner.  CHAPERONE PARENTS try to calm them
     down, futilely.

     The band breaks into a CHEESY BALLAD.  Couples lock
     together and sway back and forth like zombies.

     ANGLE ON JIM AND MICHELLE

     They're dancing at arm's length.  Jim is not enthused.

                         MICHELLE
               You know, at band camp?  We have
               dances like this.  Only they're way
               funner.  Don't you think prom is just
               highly overrated?

                         JIM
               Highly, highly overrated.

     ANGLE ON KEVIN AND VICKY

     They dance.  Both looking a little nervous.  Anxious.

     ANGLE ON OZ AND HEATHER

     Dancing much slower than anyone else.  Tight embrace.
     Heather's got her head on his shoulder, eyes closed.

     ANGLE ON STIFLER

     Dancing with the Girl Holding out For Finch.

     INT. EAST GREAT FALLS HIGH - A CORNER OF THE GYM - NIGHT

     Kevin, Oz, Jim, and Finch are hanging out.  Finch is
     drunk.

                         FINCH
               Okay.  I'm here for your dumb...dumb
               meeting.

     Sherman passes by.

                         SHERMAN
               I'm on the offensive, boys.  The
               Sherman Tank is going back in.

     The guys are impassive.  Sherman indicates the Central
     Girl nearby.

                         SHERMAN (CONT'D)
               Locked on target, flying in stealth
               mode under enemy sex radar.  Ready to
               drop the payload...again.

     Sherman confidently walks off.

                         KEVIN
               Alright, how do you guys stand?  Well,
               Finch, I know where you are, but you
               can't use that as an excuse.  Jim?

                         JIM
               My date's a flute-toting band dork.
               That answer your question?

                         KEVIN
               Oz, how about you and Heather?  Now
               you guys are a couple or something?

                         OZ
                   (getting ticked)
               Dammit, Kevin, what's with the
               attitude?

                         KEVIN
               Attitude?  Me?  I think that you guys
               should be more enthusiastic.  Shit,
               we've been trying to get laid forever,
               and tonight's the night we've been
               waiting for.  We're in this together.
               Don't back out on me now!

                         JIM
               Back out?  You don't need us to get
               laid.  You afraid or something?

                         KEVIN
               No, but come on guys, we made a pact!

                         OZ
               Kevin, it was just a --

                         KEVIN
               It was a pact.  You break it and there
               are no excuses.  You guys have to --

                         JIM
                   (interrupting, pissed)
               I don't have to do shit!  Forget it
               already!

     Kevin is taken aback.

                         JIM (cont'd)
               I'm tired of all this bullshit
               pressure!  I mean, I've never even had
               sex and already I can't stand it!  I
               hate sex!  I don't want it, I've never
               wanted it, and I'm not gonna sit here
               busting my balls over something that
               just isn't that damn important!  So
               fuck this stupid pact, fuck you, and
               fuck sex!  Now, I'm gonna go hang out
               with that geek over there, 'cause at
               least she's got something else to talk
               about besides sex!  God damn!

     Kevin storms off.  A beat.

                         FINCH
               At least I learned how to shit in
               school.

     Jessica approaches.  She's dressed well, but not
     lavishly.

                         JESSICA
               Hey, Finch.  Wanna dance?

     Finch looks to the guys.  They shrug.  We FOLLOW WITH
     Jessica and Finch as they dance out onto the floor.

                         FINCH
               How come you have no date?

                         JESSICA
               I like to keep my options open.  And
               let me just clarify that you have no
               chance of scoring with me, Finch.

                         FINCH
               No, of course not, don't be
               ridiculous.

     ANGLE ON VICKY AND CENTRAL GIRL

                         VICKY
               So, I guess you and Sherman are pretty
               close.  You met at that party a while
               back?

                         CENTRAL GIRL
               Yeah, we were up the whole night
               together.  We had one of those
               amazingly deep conversations, where
               you really feel like you get to know
               someone.

                         VICKY
                   (nudge, nudge)
               "Deep conversation," huh?  Is that
               what you guys call it?

                         CENTRAL GIRL
               What else would I call it?

     EXT. EAST GREAT FALLS HIGH - NIGHT

     Kevin sits on the steps into the school, depressed.

     INT. EAST GREAT FALLS HIGH - GYM - NIGHT

     The Central Girl has taken over the band's microphone.

                         CENTRAL GIRL
               Excuse me, everyone, sorry to
               interrupt.

     Her voice reverberates throughout the gym.  A couple WOLF-
     WHISTLES.

                         CENTRAL GIRL (cont'd)
               I just wanted to let you all know
               this:  Chuck Sherman is a liar.  I
               never had sex with him.  He's never
               had sex with anyone -- I know because
               he told me.  Once, he tried to screw a
               grapefruit, but that's it.  Oh, and he
               also told me that sometimes when he
               gets nervous he wets his pants.  Thank
               you for your attention.

     Girls around the gym CHEER and APPLAUD.

     ANGLE ON SHERMAN

     Pissing his pants.

     ANGLE ON JIM

     Shocked.  He looks back to Oz, who shares his expression.

     EXT. EAST GREAT FALLS HIGH - NIGHT

     Kevin still sits there.  Jim, Oz, and Finch come out of
     the school.  Slowly they walk up to Kevin.

                         OZ
               ...Guess what?

                         KEVIN
               I don't care.

                         JIM
               Kevin, come on, the bus to Stifler's
               is gonna be here soon.

                         KEVIN
               I'm not going.

     A beat as the guys don't know what to say.  Kevin's
     speech is halting, downbeat.

                         KEVIN (CONT'D)
               This isn't how I wanted things to turn
               out.  Making the pact wasn't just
               about getting laid.  It was about
               doing one last thing with you guys
               before we graduated.  But now I've
               just wasted my last few weeks here
               trying to do what?  I don't even know.
               All I managed to do was fuck up our
               friendship.

     A beat.  Oz shrugs.

                         OZ
               I still think you're okay.

                         JIM
               So do I, Kev.

                         FINCH
               Me too.  For the most part.

                         KEVIN
               Nah.  Fuck, you guys are right, I
               don't know what I'm doing.  I mean I'm
               acting like I've got it all together
               tonight.  But I know Vicky is gonna
               ask me if I love her.  And I don't
               know what I'm gonna say.  So now it's
               like, maybe I'll just wimp out on the
               whole thing.

                         JIM
               Come on man.  Tonight is the night.
               We're finally going to a post-prom
               party on the lake.  We've been waiting
               to do this for the last four years.
               Why else are we still friends with
               Stifler?  You gotta go.

     A beat as Kevin ponders this.

                         OZ
               And by the way, Sherman didn't even
               get laid.

                         KEVIN
               He didn't?

                         FINCH
               Nope.  He pissed himself.

     The guys LAUGH as Kevin is puzzled.  THEY are suddenly
     illuminated by the glare of headlights.  A charter bus
     pulls in front of the school.

                         JIM
               There it is.  I want to grab my bag.
               Oh, and my date.

                         OZ
               Come on, Kevin.  Vicky's looking for
               you.

     Jim holds out a helping hand.  Kevin looks at it.  Grabs
     it, and Jim pulls him up.

     EXT. STIFLER'S COTTAGE - NIGHT

     A beautiful cottage on the shore of Lake Michigan.
     Students are filing out of the charter bus.

     Jim and Michelle are walking up to the cottage.

                         JIM
               Stifler's mom got it in the divorce.

                         MICHELLE
               It reminds me of this one time --
                   (changing thoughts)
               Hey, can I ask you a question?  How
               come you don't have any stories?  I've
               got lots of stories, and you don't
               have any.

                         JIM
               Oh, I've got stories, believe me.
               They're a little more risque than
               tales of Band Camp.

                         MICHELLE
               Are they gross or something, like guy
               stuff?  Tell me.

                         JIM
               Okay.  You want a story?  Here's a
               story.  Stifler finds this beer,
               right?  And...

     INT. STIFLER'S COTTAGE - BEDROOM

     Kevin leads Vicky into the bedroom.  A large bay window
     overlooks moonlit Lake Michigan.

                         KEVIN
               See -- this is the nicest room.

                         VICKY
               Wow, Kev...it's perfect.

     Vicky opens a closet -- to find Stifler's Little Brother
     inside, grinning.

                         STIFLER'S BROTHER
               You guys are gonna fuck, aren't you!?

                         KEVIN
               No!  Get out of here!

                         STIFLER'S BROTHER
                   (running out of the room)
               Fuckers fuckers fuckers fuckers!

     Stiflers brother is gone.  They LAUGH...and Vicky closes
     the door.

     EXT. BEACH - NIGHT

     Oz and Heather are walking down the beach.  Holding
     hands.  Deep in the background, we see kids partying.

                         OZ
               There's something I've been meaning to
               tell you, Heather.

                         HEATHER
               What's that?

                         OZ
               It's gonna sound really bad, but I
               want you to know.

     She nods.  They stop walking.  Oz swipes his feet around
     in the sand.

                         OZ (cont'd)
               See, uh, I'm a virgin.  And me, Kevin,
               Jim, and Finch, we all made this pact.
               That we would...lose our virginity...
               before high school was over.

     Heather is listening.

                         OZ (cont'd)
               And, see, tonight is supposed to be
               the night we all do it.

                         HEATHER
               This isn't the best way to proposition
               me.

                         OZ
               No, that's not what I mean.  I mean --
               look.  You know what made me leave
               that game?  Coach was giving this
               speech, about not slacking off when
               you see the opportunity to score.

                         HEATHER
               This isn't any better, Chris.

                         OZ
               No, see Heather, what I realized is
               that...with you, it's not like I'm
               running towards the goal, trying to
               figure out the best way to score.  And
               this may sound corny, but --

     He takes her hand.

                         OZ (cont'd)
               I feel like I've already won.

     Heather softens, taken off guard.

                         OZ (cont'd)
               And, well, I really care about you.  A
               lot.  And I want you to know that.

                         HEATHER
               Oz, it's okay, I know.

                         OZ
               You called me Oz.

                         HEATHER
               Well, that's what your friends call
               you.  I mean...I feel like I'm one of
               your friends now...and also...your
               girlfriend.

     Oz seems truly touched.

                         OZ
               Dieter.  My middle name is Dieter.

     Heather nods, and speaks pensively.

                         HEATHER
               Hmm.  You know that's
                   (cracking up)
               really a shitty middle name!

                         OZ
                   (laughing)
               I know, it sucks!

     Through their laughter, they kiss.  After a moment, it
     grows more passionate.  Lost in each other.

     INT. STIFLER'S COTTAGE - BASEMENT - NIGHT

     The party rages in the rest of the cottage, but the
     basement is empty.  STIFLER'S MOM sits in the corner,
     smoking a cigarette.  She's as attractive as her photo we
     once saw, but the divorce has replaced her sexy smile
     with a bitter smirk.

     Finch stumbles in.

                         FINCH
               Ah, Stifler's mom!  Thank you for
               letting us have a great party.

                         STIFLER'S MOM
                   (dry)
               As if there were any alternative
               in the matter.  Are you enjoying
               yourself?

                         FINCH
               I'm three sheets to the wind, ma'am!

                         STIFLER'S MOM
                   (deadpan)
               I'm so happy for you.  Takes the edge
               off, doesn't it?  And where might your
               date be?

                         FINCH
               Oh no, no date.  Bathroom incident.

                         STIFLER'S MOM
               Pardon me?

     Finch pauses a moment.  He's got an idea.

                         FINCH
               ...Nevermind.  You have anything to
               drink?

                         STIFLER'S MOM
               I believe the kegs are upstairs.

                         FINCH
               No, no, that's what the cretins drink.
               I mean alcohol, liquor -- good stuff.

     She considers him as she drags off her cigarette.

                         STIFLER'S MOM
               All right, I got some scotch.

                         FINCH
               Single malt?

                         STIFLER'S MOM
               Aged eighteen years.
                   (she gives him a look)
               Why don't you get the glasses.  Behind
               the bar.

     INT. STIFLER'S COTTAGE - PARTY ROOM - NIGHT

     It's a great party.  Stifler is with a group of guys
     drinking a beer, which he inspects very carefully before
     every sip.

     ANGLE ON JIM AND MICHELLE

     Both drinking and talking, almost enjoying themselves.

                         MICHELLE
               That is a nasty story!

                         JIM
               I told you.

                         MICHELLE
               You wanna hear a nasty story of mine?
               It's kind of sexual.

     Ding!  A light goes off in Jim's head.

                         JIM
               Yeah, bring it on!

                         MICHELLE
               Well, this one time?  At band camp?
               We were playing this game, I don't
               know if you know it?  But it's called
               spin the bottle?  And I had to kiss
               this guy named Marc Wander on the
               lips?  And...

     Jim's expression sinks.

     INT. STIFLER'S COTTAGE - BEDROOM - NIGHT

     The lights are down.  Vicky and Kevin are in bed.

                         KEVIN
               You comfortable?

                         VICKY
               Yeah, are you?

                         KEVIN
               Yeah.

     A beat.

                         VICKY
               You sure you're comfortable?

                         KEVIN
               Yeah.  Are you sure?

                         VICKY
               Yeah.

                         KEVIN
               Me too.

                         VICKY
               Okay.
                   (a beat)
               Did you bring a condom?

                         KEVIN
               Yeah, right here.

     He pulls out a condom.  A beat as they contemplate it.

                         KEVIN (CONT'D)
               So, do you want to be -- I mean, how
               do you want to do it?

                         VICKY
               I don't know.  How do you?

                         KEVIN
               Like, normal style.  The...missionary
               position.

                         VICKY
               Okay.

     A moment as they realize there's nothing left to do, but -

                         VICKY (cont'd)
               Kevin...

                         KEVIN
               Yeah Vick?

                         VICKY
               I want to hear you say it.

                         KEVIN
               Okay.

     Kevin swallows hard.  And says --

                         KEVIN (CONT'D)
               Victoria...I love you.

                         VICKY
               I love you.

     They both take a deep breath.

     EXT. BEACH - NIGHT

     Oz and Heather lay in a secluded spot in the dunes,
     surrounded by tall beach grass that swishes in the spring
     breeze.  Stars and a lustrous moon above.

     The silence speaks.  We can see it in their eyes.
     Yearning.

                         OZ
               I can't think of anything to say
               that's not cheesy.

                         HEATHER
               Then don't.

     They kiss.  It's time.

     INT. STIFLER'S COTTAGE - BEDROOM - NIGHT

     A brief moment of uncertainty.  Kevin shifts around a
     bit, trying to position himself.  Vicky's hand goes under
     the sheets.

                         VICKY
               Here.

     We know what she's doing.  They both maintain eye
     contact...

     EXT. BEACH - NIGHT

     Heather and Oz are re-inventing the idea of passion.
     Discovering love.  This is the stuff that you thought
     only existed in romance novels.  Seriously.

     INT. STIFLER'S COTTAGE - PARTY ROOM - NIGHT

     Jim is trying to stay interested in Michelle's drivel.

                         JIM
               So, the end of the story is...you had
               to kiss the guy for twenty seconds?

                         MICHELLE
               Yes!  And he was such a dork!  And
               everyone laughed at me, but I didn't
               care?  Because it was so funny!

                         JIM
                   (flat)
               Okay, I get it.

                         MICHELLE
               Oh!  And then this one time?  At band
               camp?  I stuck a flute in my pussy.

     Jim CHOKES on his beer.  Michelle considers her
     revelation no big deal, watching with some amusement as
     Jim struggles to recover.

                         JIM
               ...excuse me?!

                         MICHELLE
               What, you think I don't know how to
               get myself off?  Hell, that's what
               half of band camp is!  Sex ed!

     Jim is ga-ga.  He watches in disbelief as she lets her
     hair down.  And wouldn't you know it, she's pretty cute.

                         MICHELLE (cont'd)
               So are we gonna screw soon?  I'm
               getting kind of antsy.

     Jim pauses in disbelief.  Then --

     INT. STIFLER'S COTTAGE - STIFLER'S BROTHER'S BEDROOM - NIGHT

     Michelle and Jim burst in and slam the door.  A toy
     basketball hoop falls off the back of the door.  They are
     standing in a cluttered, toy-strewn, pit of a kid's room.
     One of those stupid plastic airplanes on a string hangs
     from the ceiling, flying in circles.

                         JIM
               This'll do.

                         MICHELLE
               Now, I have two rubbers.  Wear them
               both, it'll desensitize you.  I don't
               want you coming so damn early.

                         JIM
               Why, uh, what makes you think that I --

                         MICHELLE
               Come on.  I saw you on the net.  Why
               do you think I accepted this date?
               You're a sure thing!

     Jim heartily agrees.

     INT. STIFLER'S COTTAGE - BASEMENT - NIGHT

     The scotch bottle is almost empty.  Stifler's Mom and
     Finch are smoking cigarettes.

                         FINCH
               So...would you object if I said you're
               quite striking?

                         STIFLER'S MOM
               Mister Finch -- are you trying to
               seduce me?

                         FINCH
               Yes ma'am, I am.

     One look between them, and we know it's all over.

     INT. STIFLER'S COTTAGE - BEDROOM - NIGHT

     Kevin and Vicky.  Silently doing it.  Curious looks on
     their faces.  The look you get when your waiter delivers
     your food in a fancy restaurant, and you look at the
     creation on the plate, and secretly you're not sure if
     it's really what you ordered.  But you don't say
     anything, and you just eat it.

     EXT. BEACH - NIGHT

     Oz and Heather.  Souls entwined.  Making love.

     INT. STIFLER'S COTTAGE - STIFLER'S BROTHER'S BEDROOM - NIGHT

     We can hear Jim and Michelle going at it like a couple of
     HOWLING BANSHEES over a SERIES OF SHOTS:

     -- A piggy bank gets knocked over and shatters.

     -- An x-wing fighter flies across the room.

     -- A pillow explodes in a cloud of feathers.

     -- One of the legs on the bed breaks.

     INT. STIFLER'S COTTAGE - OUTSIDE BASEMENT DOOR - NIGHT

     The Basement door is closed.  We hear from the inside...

                         STIFLER'S MOM (O.S.)
               I had no idea you'd be this good!

                         FINCH (O.S.)
               Neither did I!

     INT. STIFLER'S COTTAGE - STIFLER'S BROTHER'S BEDROOM - NIGHT

     Jim and Michelle going at it.  Again, we HEAR but can't
     see them.  The room is more trashed than before.  And as
     we PAN across the disaster area they've created --

                         JIM (O.S.)
               Are you gonna do what I think you're
               gonna do?

                         MICHELLE (O.S.)
               Don't you want me to?

                         JIM (O.S.)
               Oh yeah!  Put it in your mouth!

                         MICHELLE (O.S.)
               Okay!

     We see her...on top of Jim.  She clears her throat.  And
     then we see her raise a children's plastic recorder to
     her lips -- and she whistles THE MICHIGAN FIGHT SONG.  On
     cue, Jim chimes in --

                         JIM
               Hail, hail, to Michigan, the leaders
               and best!

     EXT. BEACH - NIGHT

     Oz could be coming.  Heather could be coming.  But it's
     all so darn passionate that the whole thing looks like
     one big orgasm anyway.

     INT. STIFLER'S COTTAGE - STIFLER'S BROTHER'S BEDROOM - NIGHT

     Jim and Michelle lay on the floor, tangled in sheets and
     each others' clothing.  Exhausted, gasping.

     And then we see the closet door is open, just a crack.
     It swings open.  Standing there is Stifler's Little
     Brother.  Jaw hanging.

                         STIFLER'S BROTHER
               That was awesome!

     Jim and Michelle are stunned.

     INT. STIFLER'S COTTAGE - BASEMENT - NIGHT

     Finch and Stifler's Mom are just off-camera.  We can't
     see it, but we can tell Finch's status from his ORGASMIC
     MOANING.

     What we do see is the kitchen door handle rattling.  The
     chair falling out of place.  And the door opening as
     Stifler walks in.  He stops, horrified.

                         STIFLER
               Ugh...oh no...

     He looks like he's going to barf.  Instead, he passes
     out.

     EXT. STIFLER'S COTTAGE - SUNRISE - ESTABLISHING

     The sun rises over Lake Michigan.  A brand new day.
     Various students are passed out here and there.

     EXT. BEACH - DAY

     Oz holds Heather in his arms.  Completely peaceful.
     SEAGULLS CALL to each other.  WAVES BREAK on the shore.

     Oz has lost all pretense.  Smiling to himself, or maybe
     to the world.

     INT. STIFLER'S COTTAGE - STIFLER'S BROTHER'S BEDROOM - DAY

     Jim wakes up in bed, alone.  He looks around.

                         JIM
               She's gone.

     He considers this.

                         JIM (cont'd)
               Oh my God.  She used me.

     He considers this further.  Smiles.

                         JIM (cont'd)
               Wow!  I was used!  Cool!

     He jumps up and does a little dance, SINGING...

                         JIM (CONT'D)
               Hail! to the victors, valiant; Hail!
               to the conquering heroes, hail...

     INT. STIFLER'S COTTAGE - BEDROOM - DAY

     Kevin and Vicky lie next to each other in bed, staring at
     the ceiling.  Though they're trying to conceal it, we can
     see a bit of dissatisfaction, uncertainty, peeking
     through.

                         KEVIN
               That was a great night.

                         VICKY
               Yeah.

     A beat.

                         KEVIN
               I can't believe we just had our senior
               prom.

                         VICKY
               Yeah, the time went by so fast.

                         KEVIN
               It did.

     Another beat.

                         VICKY
               Kevin, next year...with you in Ann
               Arbor, and me in Nashville...it's not
               gonna work, is it.

                         KEVIN
               Don't say that, we can do it somehow.
               It might not be perfect, but --

                         VICKY
                   (interrupting)
               No, Kevin --
                   (she sits up)
               That's the whole thing, that's what
               I've been realizing.  That nothing's
               perfect, that you can't plan
               everything.

     Kevin thinks this over.

                         KEVIN
               It is far away...and we'll be on our
               own...meeting new people...

     A moment as they think this over.

                         KEVIN (CONT'D)
               Vicky...last night...I wasn't lying.

                         VICKY
               I know.
                   (a beat)
               Let's go.  Don't you have something to
               tell your friends?

                         KEVIN
               What?

                         VICKY
               Your little pact.  Jessica told me all
               about it.
                   (hits him lightly)
               Way to go, Kev!

     Kevin gives an embarrassed smile.

                                                       DISSOLVE TO:

     EXT. DOG DAYS - DAY

     A sign on the window reads, "Congratulations Seniors!"

     INT. DOG DAYS - DAY

     The four, newly non-virgins munch on hot dogs.  Kevin's
     LAUGHING.

                         KEVIN
                   (to Jim)
               I guess we'll call you two-ply.

                         OZ
               Yeah.  So you want double condiments
               on that?

                         JIM
               No, no that's fine.
                   (then, to Kevin)
               So you doing okay?

                         KEVIN
                   (a wistful smile)
               Yeah.

                         FINCH
               I'll tell you, I've learned one thing:
               women, like wine, get better with age.
                   (a beat)
               Of course, I have no frame of
               reference for this comparison.

                         KEVIN
               So Oz, you almost made it, huh?

                         OZ
                   (smiles)
               I'll just say that we had a great
               night together.

                         JIM
               Hang in there, buddy, you'll get
               there.

                         OZ
               I know.

                         KEVIN
               Wow.  You two really have something
               going, don't you?

                         OZ
               I think we're falling in love.

     They GROAN.  Oz just smiles.

                         KEVIN
               You know what the coolest thing is?
               This, right now.

     They guys keep eating, uncertain what to say.

                         OZ
               It's true.  I mean, after this,
               everything'll be different.

                         JIM
               After getting laid?

                         OZ
               After high school.

                         KEVIN
               Yeah, but we'll still see each other.

                         OZ
               Fuck yeah we will.

     A beat.  Kevin raises his Pepsi.

                         KEVIN
               To the next step.

                         ALL
               To the next step.

     They all toast.

     INT. KEVIN'S BEDROOM - DAY

     Kevin is on the phone.

                         KEVIN
                   (into phone)
               Hey.  I got another question for you.

                         KEVIN'S BROTHER (V.O.)
               What's that?

     INT. EAST GREAT FALLS HIGH - BACK OF LIBRARY - DAY

     Kevin arrives in the back of the library.  Kneels down to
     put the bible back.

                         KEVIN (V.O.)
               Um...I'm sort of wondering
               about...love.

     We hear Kevin's Brother CHUCKLE knowingly.

                         KEVIN'S BROTHER (V.O.)
               That's the next book, Kevin.  That's
               the next book.

     He puts the bible back without the reverence he once had
     for it.  Stands up with some new confidence.  We FOLLOW
     WITH HIM as he walks out of the library...and enters the
     courtyard, crowded with students.  He disappears into
     them as we...

     FADE TO BLACK

     ROLL CREDITS

     INT. JIM'S BEDROOM - DAY

     Jim's dad sits across from Jim.

                         JIM'S DAD
                   (eyes tearing)
               Son.  That's the best damn story I
               ever heard.

     Jim beams proudly.

                         JIM'S DAD (CONT'D)
               You know, after I graduated high
               school, my parents let me do some
               traveling...

     INT. A HOTEL HALLWAY

     SUPER:  "PRAGUE, CZECH REPUBLIC"

     A WAITER ascends a beautiful, red-carpeted staircase,
     carrying a tray with bottle of champagne and a rose.  He
     arrives in front of a hotel door.  KNOCKS.  A BELLBOY
     passes by, noticing the waiter.  And HE SPEAKS TO HIM IN
     AUTHENTIC, THICK CZECH.

                         BELLBOY
                   (subtitled)
               Another bottle?

                         WAITER
                   (subtitled)
               He knows how to treat a woman.

     The door opens -- to reveal Jim, sweaty but not the least
     bit tired, tying on a robe.

                         JIM
               Thanks guys.

     A pair of arms wraps around him from behind.  And --
     Nadia peeks her head over Jim's shoulder.

                         NADIA
               Come back to bed, James.

     Jim smiles to the guys and takes the tray, as Nadia pulls
     him back in and closes the door.

                         WAITER
                   (subtitled)
               That is one lucky man.

                         BELLBOY
                   (subtitled)
               Funny -- I swear I have seen those two
               somewhere before.  The boy is some
               sort of dancer.

     They head off.

     FADE TO BLACKEast Great Falls High


                                by
                            Adam Herz










                                              WHITE REVISION: 7/7/98






     NOTE: THE HARD COPY OF THIS SCRIPT CONTAINED SCENE NUMBERS
     AND SOME "SCENE OMITTED" SLUGS. THEY HAVE BEEN REMOVED FOR
     THIS SOFT COPY.




     INT. JIM'S BEDROOM - NIGHT

     PAN across details in a bedroom...we see discarded
     shirts...pants...socks...and hear

                         PORNO-CHANNEL CHICK (V.O.)
               Oooh, yeah.  Oh, baby, you're so good.

                         JIM (O.S.)
               Yeah, I'm the best, baby.

     Now we see a TV...but the picture isn't clear.  Or, more
     appropriately, the picture is scrambled -- it phases in
     and out.  Bars scroll across it.  And we get occasional
     glimpses of what looks like --

                         JIM (O.S.)(CONT'D)
               ...oh -- that was a tit, tits...

     As most high-school guys know (but few will admit), it is
     possible to watch the pay channels while they're
     scrambled.  You just need a decent imagination to fill in
     the rest of the picture.  We PULL BACK to see JIM -- 17,
     short, horny.

                         PORNO-CHANNEL CHICK (V.O.)
               Give it to me!  Yes!

                         JIM
               Oh yeah, baby, I'll give it to you.

     Jim is, uh, physically involved with the scrambled babe.
     We TILT DOWN to see a small multimedia presentation next
     to Jim on his bed.  "Cosmopolitan" is open to a sexy
     model...a yearbook is open to the "girl's swim team"
     section...and a dictionary next to Jim, open to the
     "Vagina" listing, accompanied by a big vagina diagram.

                         PORNO-CHANNEL CHICK (V.O.)
               Don't you love my sexy body?!

                         JIM
               I do, baby, I do.

     He frantically looks around...and grabs a tube sock off
     the floor.

                         PORNO-CHANNEL CHICK (V.O.)
               You're so big!

                         JIM
               Yeah, that's right.

                         PORNO-CHANNEL STUD (V.O.)
                   (deep macho voice)
               Ohhh, tell me you're a nasty girl!

     Jim is thrown off.

                         PORNO-CHANNEL STUD (V.O.)(CONT'D)
               Yeahhh, you been bad, real bad!

                         JIM
               Man, shut up!

     Suddenly there's a KNOCK at the door, immediately after
     which JIM'S MOM enters.  Jim scrambles and quickly covers
     himself and the dictionary with a pillow.  She's
     oblivious to his doings.

                         JIM'S MOM
               Hey, Jimmy.  I just wanted to say
               sweet dreams.

                         JIM
               Yep, okay Mom, 'night.

                         JIM'S MOM
                   (leans in to Jim)
               Kiss goodnight.

     Jim is revolted.  Very reluctantly he gives her a kiss.
     She turns to leave, and notices the TV.

                         JIM'S MOM (CONT'D)
               Is something wrong with the reception?

                         JIM
               Yeah.  Damn cable.  There's this
               nature show that I'm trying to watch.

                         PORNO-CHANNEL CHICK (V.O.)
               Fuck me!  Yes!

                         JIM
               Uh...

     He hurriedly tries to change the channel with the REMOTE,
     but instead the VOLUME GOES UP.

                         PORNO-CHANNEL CHICK (V.O.)
               BLOW YOUR WAD ON MY TITS!!

     Jim panics as his mom reacts, shocked.

                         JIM
                   (choking)
               Must...be...broken...

     JIM'S DAD enters.

                         JIM'S DAD
               What the heck is this?

                         JIM
               Nothing!

                         JIM'S MOM
               I think he's trying to watch one of
               the illegal channels.

                         JIM
               Jesus, Mom!  They're not illegal!
               They're pay channels.  How could a
               television channel be illegal?!  God,
               get a clue!

                         JIM'S DAD
               James, don't speak that way to your
               mother!

                         PORNO-CHANNEL STUD (V.O.)
               Play with my hairy balls!

                         JIM'S DAD
               Turn that garbage off!  Give me that!

     Jim's Dad grabs for the remote, which is sitting on the
     pillow that's been covering Jim.  The pillow gets brushed
     aside -- revealing the Big Vagina Diagram, Jim with his
     shorts down, and a very strategically placed tube sock.

                         JIM'S MOM
               Oh my God!

                         JIM'S DAD
               Honey, why don't you let me handle this
               one.

     He ushers her out.  Jim's Dad is stuck there with his
     half-naked son.  Horrible, awful embarrassment.  A long,
     strained beat.

                         JIM'S DAD (CONT'D)
               Jesus Christ.  The dictionary?  Hell,
               son, I'll buy you some dirty
               magazines.

     Jim's Dad exits, shaking his head.  Jim sits agape,
     humiliated.

                         PORNO-CHANNEL CHICK (V.O.)
               Oooh, spank me, daddy, spank me!

     EXT. EAST GREAT FALLS - DAY

     We see a Honda Accord drive by a sign at the city limits:
     "Welcome to East Great Falls, Michigan -- A Great Place
     To Be"

     EXT. FRONT OF SCHOOL - DAY

     The front of the school.  KEVIN drives up in his Accord.
     He's a good-humored, good-enough-looking high school
     senior.  VICKY rides shotgun -- pretty, smart, confident.
     She's holding a large, thick envelope, with a big
     "Vanderbilt" return address on it.

                         KEVIN
               It's a big, thick envelope, Vicky.
               You got in.

                         VICKY
               You think so?

     She tears it open.  Pulls out a course catalog, various
     forms, and a letter which she hands to Kevin.

                         KEVIN
               "Dear Ms. Hughes.  We're sorry, but
               after keeping you on the wait list for
               the past couple months, we've decided
               you are now rejected.  Enclosed is a
               100-page, full-color brochure on how
               rejected you are."

                         VICKY
               Kevin, this is serious!

                         KEVIN
               You got in.

     Vicky SCREAMS in excitement, like a girl at a Beatles
     concert.  Then she LAUGHS, and gives Kevin a big kiss and
     hug.

                         VICKY
               I love you!

     She hugs Kevin tighter -- as he looks a little frazzled,
     almost perfunctorily returning the hug.

     EXT. EAST GREAT FALLS HIGH - COURTYARD - MORNING

     Jim has met up with CHRIS OSTREICHER -- "OZ" -- a cocky
     senior with a football-player build.  He cradles a ball
     in a lacrosse stick.

                         OZ
               Illegal channels?  Shit, if there's
               any channel that should be illegal,
               it's whatever that women's channel is.
               Lifetime Supply of Pantyhose, or some
               shit.

                         JIM
               Yeah -- hey, did you see The Little
               Mermaid on TV the other night?  That
               Ariel, whew.

                         OZ
               She's a mermaid, dude.

                         JIM
                   (trumping him)
               Yeah, Oz, but not when she's on land.

                         OZ
               She's a cartoon, dude.

                         JIM
               A hot cartoon.

                         OZ
               Is there anything you don't jerk off
               to?

                         JIM
               C-Span?

     INT. EAST GREAT FALLS HIGH - MAIN HALLWAY - DAY

     Jim and Oz, now joined by Kevin, walk down the hall.  Oz
     bounces the lacrosse ball off a locker, catching it
     again.  Kevin speaks a little distantly, unnerved.

                         KEVIN
               Then she said -- she loves me.

                         OZ
               Oh shit dude, the L-word!

                         JIM
               And you said...

                         KEVIN
               Nothing, I just hugged her back.

                         JIM
               You think she was serious?

                         KEVIN
               I couldn't tell -- She could've meant
               like, "I love you grandma" or "I love
               you Vanderbilt."

                         OZ
               Just don't bring it up, hang low,
               maybe she won't mention it again.

     INT. EAST GREAT FALLS HIGH - SENIOR LOCKERS - DAY

     The guys pass by a GROUP OF BAND DORKS, most notable of
     which is MICHELLE, who proudly polishes her flute.

                         MICHELLE
               And what we should do today, in band?
               Instead of playing our instruments
               regularly?  We should play them
               backwards!  That'll be so funny!

     The Band Dorks LAUGH and agree, "hilariously" attempting
     to play their instruments from the wrong end.  The guys
     shudder.

                         OZ
                   (to Jim)
               You guys got the Latin homework?

                         JIM
               No -- Kevin, you?

                         KEVIN
                   (offended)
               Please.
                   (then)
               We're all golden, we're college bound.
               I figured it out -- I can get a c-
               minus in every class, and it's not
               gonna make a difference.  U of M, here
               I come.

     INT. EAST GREAT FALLS HIGH - MAIN HALL NEAR POP MACHINE - DAY

     Vicky is talking with JESSICA, a friend of hers, getting
     a pop (we're in the Midwest now, gang) from the machine.

                         VICKY
               Vanderbilt's not that far from U of M.

                         JESSICA
               Yeah right.

                         VICKY
               What?  We both have cars.

                         JESSICA
               Yeah but, no offense, you're talking
               about a post-high school, long-
               distance relationship, and you and
               Kevin haven't even done it yet.

                         VICKY
               That's not why we're going out.

                         JESSICA
               What the hell are you expecting him to
               drive to Vanderbilt for?  Milk and
               cookies?

                         VICKY
               Jessica!  He'll drive there for me,
               and I'll drive to Ann Arbor for him.
               We're going to have sex when he's
               ready and I'm ready.  It's got to be
               completely perfect.  I want the right
               place, the right time, the right
               moment.

                         JESSICA
               Vicky, it's not a space shuttle
               launch, it's sex.  So did you do the
               physics write-up?

                         VICKY
                   (offended, a la Kevin)
               Please.

     INT. EAST GREAT FALLS - SENIOR LOCKERS - DAY

     Kevin, Jim, and Oz are still walking down the hall.
     PAUL FINCH, preppy, eccentric, is sitting on a bench.

                         JIM
               There's our man.

                         KEVIN
               Finch, you got the Latin homework?

                         FINCH
               Non habeo.  Canis meus id comedit.

     The guys keep staring.  A beat.

                         KEVIN
               Whatever.

     Someone is HOLLERING down the hall.  Running towards Oz
     is STEVE STIFLER -- very clean-cut and preppy, he's a
     maniac, a jackass, much worse than Oz.  Not really part
     of the group.

                         STIFLER
                   (yelling)
               NOVA!!

                         OZ
               Stifler!!

     Stifler runs full-force into Oz, grabbing him in a bear
     hug.

                         STIFLER
               You coming to party tonight,
               Ostreicher, ya fuckface?

                         OZ
               Depends if my date wants to stop by.

                         STIFLER
               That junior chick?

                         OZ
               Nah, gave her the Heisman.  I'm
               working on something new.

                         STIFLER
               Yeah right.  I got an idea for
               something new.  How 'bout you guys
               actually locate your dicks, remove the
               shrink wrap, and fuckin' use 'em.

                         OZ
               Dude, it's gotta happen -- she's a
               college chick!

                         STIFLER
               Bullshit.  From where?

                         OZ
               She works part-time at my dad's store.

                         STIFLER
               Hah!  Yeah, Oz, I bet it's more like
               your dad works at her store.

                         OZ
               Dude, he does not.

                         KEVIN
               Really, Stifler.  He's the manager.

     Oz gives a little nod, avoiding the issue.

                         STIFLER
               Hey, man, I'm not making fun.  I'm
               fuckin' impressed.  I mean, "Footlong
               or six-inch, white or wheat," that's
               some serious shit to master.

     Oz musters a little LAUGH.

                         KEVIN
                   (half-joking)
               Stifler, you're such an asshole.

                         STIFLER
               Meyers, what's the deal with you and
               Vicky, anyway?  You've been going out
               since Homecoming and all she'll do is
               blow you?  Shit, I'd drop her like a
               steaming turd.

                         FINCH
               Do you commonly grasp warm pieces of
               stool?

                         STIFLER
                   (momentarily puzzled)
               I do when I'm throwing them at your
               mom, you damn freak.
                   (then)
               Alright then, see you guys tonight.
               I'll look for you in the No Fucking
               section.

     The guys all take this little too seriously to have a
     comeback.  Stifler just LAUGHS OBNOXIOUSLY as he walks
     off.

     INT. KEVIN'S BEDROOM - DAY

     Kevin is on the phone.  Hanging near his closet is a
     tuxedo.  INTERCUT with KEVIN'S OLDER BROTHER -- 25, on
     his cell phone, traveling down a California road.

                         KEVIN'S BROTHER
               You called me to ask me how to get laid?

                         KEVIN
               What was I gonna do, call dad?  I
               don't even know his number.

                         KEVIN'S BROTHER
               Just dial 976-Asshole.

                         KEVIN
               Yeah, well anyway...I thought you
               might have some advice, brother to
               brother.  I mean, I think tonight she
               might, we might really, there's a
               chance that -- you know.

                         KEVIN'S BROTHER
               Have you ever heard of the bible?

                         KEVIN
               What?  Not the Bible?

                         KEVIN'S BROTHER
               Well, that's not really the name, but
               we always called it that.

                         KEVIN
               Does it tell me how to get laid?

                         KEVIN'S BROTHER
               You know what, nevermind.  You're not
               ready.

                         KEVIN
               Ready for what?

                         KEVIN'S BROTHER
               Whoop, you're fading out.  Good luck
               at that party.

     INT. DOG DAYS - LATE AFTERNOON

     A small, nostalgia-themed dive.  Despite the theme,
     CLASSIC ROCK plays.  Kevin, Oz, Jim and Finch sit at a
     table.  They munch on hot dogs piled high with
     condiments.

                         KEVIN
               You ever hear of something called The
               Bible?

                         OZ
               Once, in church, dude.

     Jim is paging through Great Falls' equivalent of the LA
     Weekly.

                         JIM
               Ooh, here's an easy one:  "Attractive
               SWF, fun loving and a youthful mind
               seeks outgoing companion."
               Okay..."Attractive"...ugly.

                         OZ
               "Fun loving" -- insane.

                         KEVIN
               Unlisted age, plus "youthful mind,"
               equals old.

                         JIM
               No, "Charming" is old.  "Older" is
               really old.  "Youthful mind" is dead.

                         FINCH
               Perhaps you should consider actually
               answering an ad.

                         JIM
               Finch, you can be the one to date a
               nearly-dead insane chick.  Eat your
               damn imitation hot dog.

                         FINCH
                   ("for the hundredth time")
               This is no imitation.  Removing the
               hot dog from the Ultradog yields a
               better dog.  Behold -- Ultradog, no
               dog.

     Finch displays the cross-section on his hot dog.  It's
     all condiments.  The guys react with rehearsed offense.

                         KEVIN
                   (checks his watch)
               Alright...I'm shooting for a nine
               o'clock ETA.  Beer in hand by five
               after.

                         JIM
               You can crash at Stifler's?

                         KEVIN
               It's all good.
                   (He pulls out some gum)
               Breath check.

     He hands out a stick of gum to each guy, automatically
     skipping Finch, who pulls out a small, hotel-bottle of
     Scope.  Gargles with it.  Spits it into his drink cup.

                         OZ
                   (repulsed)
               Dude, I wish you wouldn't do that.

                         KEVIN
               You got something up your sleeve for
               tonight, Finch?

                         FINCH
               A foolproof plan, my friend.  You
               shall see.

     Oz has tuned into the song in the background -- "Blinded
     by the Light" [the original Springsteen version, not the
     Manfred Mann remake].

                         OZ
                   (sings along)
               And little hurly-burly came by in her
               curly-wurly, and asked me if I needed
               I ri-hide --

                         KEVIN
               How the hell do you know all these
               random songs?

                         OZ
               It's early Springsteen, dude, this is
               classic.  This was before the cheesy
               remake.

                         JIM
               This was remade?  Into what?

                         OZ
                   (chiming in as the chorus hits)
               Bli-hinded by the light -- cut loose
               like a deuce, another runner in the
               night, blinded...

                         KEVIN
               At least now I know what the hell
               they're saying.

                         JIM
               So, does my hair look better --
                   (flips a small lock of hair
                    onto his forehead)
               like this, or...
                   (flips it back up)
               like this?

                         OZ
               Who cares?

                         JIM
               Nadia does, that Czechoslovakian
               chick, she might be there tonight.
               Now, do you think she'd prefer --
                   (flips hair down again)
               Cool Hip Jim...
                   (flips it back up)
               or Laid Back Jim?

                         KEVIN
               The difference is so phenomenal, I
               can't decide.

     EXT. DOG DAYS - MAGIC HOUR - CONTINUING

     They exit the restaurant.

                         JIM
               What about you?  You're the one with
               the girlfriend and you're still
               stranded on third base.

                         KEVIN
               You know, I've never got that shit.
               What exactly constitutes third base?

                         OZ
                   (holds up a couple fingers)
               Contact, dude.

                         KEVIN
               Then where does a blowjob figure in?

     They ponder this for a moment.

                         OZ
               Shortstop.  'Course, you don't make it
               to third, and you're out.

                         JIM
               So let's say you get there...what's
               uh, third base feel like?

                         KEVIN
               Oh, man, that's kind of sad.

     Jim shrugs, embarrassed.

                         OZ
               Feels like warm apple pie, dude.

                         JIM
               Apple pie...
                   (then)
               McDonald's or homemade?

     They just look at him.  Finch hops on his scooter.

                         FINCH
               Gentlemen, see you at the Bacchanalia.

     He MEEPS his horn and buzzes away.

     INT. STIFLER'S HOUSE - NIGHT

     For a high-school party, it's pretty good.  The house is
     peppered with ALL TYPES OF HIGH-SCHOOL STUDENTS.  MUSIC
     blends with the din of excited conversation.

     Kevin and Jim are drinking beers.  Around them, students
     mingle and flirt.  CHUCK SHERMAN comes up.

                         SHERMAN
               What's up, fellas?

                         JIM
               Hey Sherman.  Scopin' the babes.

                         SHERMAN
               Indeed.  Some fine ladies here, boys.
               Confidence is high, repeat, confidence
               is high.
               Sherman is moving to DefCon Two, full
               strategic arsenal ready for
               deployment.

                         JIM
               You've got something going?

                         SHERMAN
               Did you see that Central chick?
               Brunette?

                         KEVIN/JIM
               No.

                         SHERMAN
               She's around.  Seems that she's taken
               a liking to me.  Fellas, it's time
               that she experienced -- The
               Sherminator.

                         KEVIN
               Yeah, okay Sherman, whatever.

                         SHERMAN
               I'm a sophisticated sex robot, sent
               back through time...to change the
               future for one lucky lady.

                         KEVIN
               Yeah man, right on!

     Sherman saunters off into the party.

                         KEVIN (CONT'D)
                   (shakes his head)
               Hopeless.

     Vicky approaches, having a good time, joining the guys,
     EXCHANGING GREETINGS.  Jim spots NADIA across the room.
     She's beautiful, a masterpiece of a woman.

                         JIM
               Oh, shit!  There she is.  Nadia.

                         VICKY
               You like her?  Her sponsor family
               lives on my block.  Why don't you talk
               to her?

                         JIM
               What would I say?

                         VICKY
               Just tell her what's on your mind.
               And smile, you've got a good smile.
                   (then to Kevin)
               Come on.

                         KEVIN
                   (to Jim)
               Gotta go.

                         JIM
               But --

     Kevin and Vicky disappear into the crowd -- just as Jim
     sees Nadia approaching him.  He freaks.

                         JIM (cont'd)
               Kevin, get back here!

     But he's gone.  And Nadia is now in front of him.  With
     no other alternative, Jim readies himself, smiling big.

                         NADIA
                   (with a really sexy accent)
               You are in my English class, no?

     Jim smiles.

                         JIM
                   (barely)
               Yes.

                         NADIA
               I thought so.

     Jim's smile grows even bigger, almost stupid.  A beat.

                         NADIA (cont'd)
               So you are having fun?

     Jim nods, still smiling away.  Staring right through her
     head.

                         NADIA (cont'd)
               I said, you are having fun?

     A little SQUEAK escapes his throat.  Jim is on mental
     vacation.

                         NADIA (cont'd)
               Me too.

     A beat.  Jim's expression is now plasticized.  Eyes
     vacant.  A frozen, completely artificial smile. Nadia is
     confused.

                         NADIA (cont'd)
               Well...I am going to get another beer.
               You want one?

     Jim strains to speak, through his smile.

                         JIM
               No...you...go...ahead.

                         NADIA
               Okay.

     She walks off.  Jim SIGHS, completely relaxing, like a
     huge burden is now off of him.  He wipes his brow.  Then,
     realizing --

                         JIM
               Oh, shit.  No!  Shit!

     He pounds his head with his fist.

     EXT. STIFLER'S HOUSE - FRONT DOOR - NIGHT

     A group of band dorks is on the porch, including
     Michelle.  Stifler stands in the doorway, staring at them
     in disbelief.

                         MICHELLE
               We're here for the party?

                         STIFLER
               What party?  There's no party.

     MUSIC blares from inside.  A drunken HAND reaches through
     the door and ruffles Stifler's hair.

                         PARTY GUY (O.S.)
               Stiff-lerrr!  Par-tyyy!!

     The hand disappears back into the house.  A beat.

                         STIFLER
               Try the house down the street.

     Stifler slams the door.  The dorks wait a moment.

                         BAND DORK
               Ring the bell again.

                         MICHELLE
               Ringing the bell is dorky -- let's
               just go in.

     We hear a CLICK OF A DEADBOLT.

     INT. STIFLER'S HOUSE - MASTER BEDROOM - NIGHT

     Kevin and Vicky are on the bed, making out.

                         VICKY
               Oh, Kev.

                         KEVIN
               Vicky -- do you think, maybe...it's
               time for us to take the next step in
               our relationship?

                         VICKY
               Tonight?

                         KEVIN
               Yeah, it's such a perfect evening.
               Isn't this how you've always pictured
               it?

                         PARTY GUY (O.S.)
                   (yelling)
               Dude, my farts fuckin' stink!

                         PARTY GUY #2 (O.S.)
               You reek like a fuckin' Yeti, dude!
               Go take a shit or something!

     Kevin and Vicky exchange a glance.

                         KEVIN
               Or not.

     Vicky pushes him onto his back.

                         VICKY
               Just relax.

     INT. CAR - NIGHT

     Oz is in the passenger seat, making out with the
     aforementioned COLLEGE CHICK.  She's attractive and older-
     looking (from a high-school perspective).  They are
     parked near the river that flows through downtown Great
     Falls.

                         OZ
               Great evening, isn't it?

                         COLLEGE CHICK
               Sure.

                         OZ
               There's something about the spring
               that's just cool.  Like the smell of
               fresh rain or something.

     At this, she snuggles up to him.  Oz smiles confidently.

                         OZ (CONT'D)
               Suck me, beautiful.

     The College Chick backs off, confounded.

                         COLLEGE CHICK
               What did you just say?

                         OZ
                   (not so confidently)
               Suck me...beautiful?

     The College Chick's eyes flutter in disbelief.  She tries
     to keep her cool -- but can barely restrain her laughter.

                         COLLEGE CHICK
               What?!

     Oz attempts to maintain a suave exterior, but he's just
     had the rug pulled from under him.

                         OZ
               Uh...you know, my friends call me Nova
               -- as in Casanova.

                         COLLEGE CHICK
               You need some work, buddy!

     She bursts into laughter.  Oz is ill.

                         OZ
               Well...jeez, don't laugh at me.

     Seeing Oz's defeated expression, she collects herself.

                         COLLEGE CHICK
               Look, Chris.  There are just some
               things you need to learn, that's all.

                         OZ
               Like what?

     She sees that he's lost.  Almost feels sorry for him.

                         COLLEGE CHICK
               Alright, well...you've got to tone it
               down.  You don't need to go to Lookout
               Point and spout cheeseball lines to be
               romantic.

                         OZ
               ...okay...

                         COLLEGE CHICK
               You have to pay attention to a girl.
               Be sensitive to her feelings.
               Relationships are reciprocal.

                         OZ
               I'm not good in math.

     She's trying not to laugh again.

                         COLLEGE CHICK
               Come on, I'll drop you off at your
               friends'.

     Oz couldn't be humiliated any further.

     INT. STIFLER'S HOUSE - KITCHEN - NIGHT - SAME TIME

     Oz is nursing a beer, having just told the story to Jim,
     Stifler, and some guys.

                         STIFLER
                   (hysterical, toppling over)
               You actually said that?!  Haaaah!!

                         OZ
               Shut the fuck up.

                         JIM
               Hey, you did better than I did, Nova.

                         OZ
               Oh that's really reassuring.  And
               don't call me Nova anymore.  I'm a
               fraud.

                         STIFLER
               This is pathetic.  I'm gonna find me a
               little hottie.

     Stifler strides into another room.

                         STIFLER (O.S.)(cont'd)
                   (yelling)
               Suck me, beautiful!

     Oz wallows in his beer can, beaten.

     INT. STIFLER'S HOUSE - MASTER BEDROOM - NIGHT

     Vicky is pleasuring Kevin...you know.

                         VICKY
                   (brief pause)
               Let me know.

                         KEVIN
               Okay, don't stop.

     She resumes.  A moment more -- and then Kevin is about to
     lose it.

                         KEVIN (cont'd)
               Oh -- Now!

     With awkward hurriedness, Vicky stops as Kevin
     frantically searches for a receptacle.  He grabs a nearby
     cup of beer.

     EXT. STIFLER'S HOUSE - BACK PORCH, BY THE KEG - NIGHT

     Insert -- A hand pumping up the keg.  A fresh beer foams
     out into the cup.

                         GUY #1
               There we go.

     INT. STIFLER'S HOUSE - MASTER BEDROOM - NIGHT - MOMENTS LATER

     Vicky is buttoning up her shirt.  Kevin tentatively sets
     down the beer and buttons his pants.  Suddenly the DOOR
     BURSTS OPEN.  Stifler is standing there.  A coat hanger
     sticks out of the doorknob.

                         STIFLER
               SUCK ME, BEAUTIFUL!

                         KEVIN
               God dammit, Stifler!

                         STIFLER
               Check-out time!  Please vacate the
               room.

                         VICKY
               Stifler, you're such a jerk.

     She runs out, grabbing her clothes.  Kevin runs after
     her.

                         KEVIN
               Vicky, wait!

     Stifler enters the bedroom, laughing, pulling a SOPHOMORE
     CHICK behind him.  He closes the door.

                         SOPHOMORE CHICK
               God, I can't believe there are so many
               cool people at this party.

                         STIFLER
               Yep.

                         SOPHOMORE
               And you got a keg, too, wow.
                   (realizing)
               Oh, wait, I left my beer downstairs.

     Stifler notices Kevin's beer sitting on the night table.
     He hands it to her.

                         STIFLER
               Here, babe.

                         SOPHOMORE CHICK
               Thanks.

     She's about to take a sip.

                         STIFLER
                   (gazing into her eyes)
               You're really beautiful.

     Thrown off, she sets the beer down.

                         SOPHOMORE CHICK
               Really?

                         STIFLER
               Uh huh.

     She's totally enthralled.  Nervous, she raises the beer
     again to take a sip.  Then Stifler moves in.  Takes the
     beer from her and sets it down.  Starts kissing her.  She
     breaks it off.

                         SOPHOMORE CHICK
               I don't know if I want to be doing
               this.

                         STIFLER
                   (sighs)
               Doing what?

     Stifler looks inconvenienced.  He picks up the beer,
     annoyed.

                         SOPHOMORE CHICK
               You know.  If we hook up, tomorrow
               I'll just be some girl you go telling
               all your friends about.

                         STIFLER
                   (shifty)
               No way.

     Avoiding her look, he raises the beer to take a sip.

                         SOPHOMORE CHICK
                   (a little angry)
               Steve!  You could at least look at me
               when you say that.

     Stifler stops and SIGHS, the beer inches from his mouth.
     Lowers it.  Stares her in the eye.

                         STIFLER
               Look...
                   (searching, remembers)
               ...Sarah.  I wouldn't go telling
               stories or whatever about you.  I
               promise.

     Smiling, he raises the beer...

     INT. STIFLER'S HOUSE - KITCHEN - CONTINUING

     Jim and some OTHER GUYS are pounding shots of vodka.

                         JIM
               What the hell?  I should be able to
               talk to chicks.  I'm articulate.  I
               got a 720 on my SAT verbal.
                   (starts listing off words)
               Copious.  Verisimilitude.

     A GUY SCREAMS upstairs.

                         JIM (CONT'D)
                   (unaffected)
               Intransigence.

     A GIRL SCREAMS upstairs.  The SOPHOMORE CHICK comes
     running through the kitchen.  SCREAMING.  And
     indeterminate stain is on her shirt.  She bolts out the
     door and into the night.  A moment passes.

                         JIM (CONT'D)
               Regurgitation.

     INT. STIFLER'S HOUSE - BATHROOM - NIGHT

     Stifler is on his knees, barfing in the toilet.  Jim and
     a few other guys rush in.

                         GUY #1
               Oh, gross.

                         JIM
               Jesus, what did you eat?

     Stifler just keeps hurling.  Kevin enters, holding the
     remains of the tainted beer.

                         KEVIN
               Stifler, how's the man chowder?!

     Stifler barfs even more violently.

     EXT. STIFLER'S HOUSE - BACK PORCH, BY THE KEG - NIGHT

     Jessica and Vicky are refilling their beers at the keg.
     Nadia waits patiently beside them with an empty cup.

                         VICKY
               He likes it.

                         JESSICA
               Of course he does.  What about you?
               Have you just never had one with Kevin
               -- or have you never had one, period?

                         VICKY
               I think I've had one.

                         JESSICA
               Well that's a no.  No wonder you're
               not psyched about sex.
                   (starts filling Vicky's beer)
               You've never even had one manually?

                         VICKY
               ...I've never tried it.

                         JESSICA
               Are you kidding?  You've never double-
               clicked your mouse?

     Vicky shrugs.

                         JESSICA (CONT'D)
               Hell, just a pair of tight pants will
               set me off.
                   (noticing Nadia next to them,
                    she passes the tap along)
               Am I right or what, Nadia?

                         NADIA
                   (no bones about it)
               You are right.  The hands are not
               always necessary.

                         JESSICA
                   (to Vicky)
               See?

                         NADIA
               In fact -- I should teach you my own
               special method.  I developed it myself
               at the ballet institute in Prague.
               You use nothing but the muscles of the
               inner thigh.

     Nadia walks off.

                         JESSICA
               No wonder she never pays attention in
               class.

     Vicky nods, traumatized.

     INT. STIFLER'S HOUSE - HALLWAY - LATER

     Kevin and Jim are looking at a PICTURE OF STIFLER'S MOM
     on the wall.  Very attractive, late 30's.

                         JIM
               Shit, I can't believe a fine woman
               like this produced a guy like Stifler.

     TWO FRESHMAN GUYS are walking by as Jim says this.

                         FRESHMAN GUY
               Dude!  That chick -- is a MILF!

                         FRESHMAN GUY #2
               What the hell is that?

                         FRESHMAN GUY
               M-I-L-F!  Mom I'd Like to Fuck!

     Suddenly, a bedroom door opens a couple inches.  Sherman
     pokes his head out.

                         SHERMAN
                   (hushed, to guys)
               Don't you think you fellas could try a
               little tact?  I've got company.  Know
               what I mean?

     In the bedroom in the background, we see the Central
     Girl.  Sherman closes the door, leaving the guys there,
     dumbstruck.

     INT. STIFLER'S HOUSE - STAIRWAY - NIGHT

     Jim and Kevin are coming down the stairs.

                         KEVIN
                   (snapping)
               Dammit!  If Sherman has sex before I
               do, I'm gonna be really fucking
               pissed.

     They turn the corner into the kitchen.

     INT. STIFLER'S HOUSE - KITCHEN - CONTINUING

                         KEVIN
               Man, I just gotta get laid already!
               This blowjob thing is bullshit!

     He stops.  Vicky is there with Jessica.  Staring at him.
     Vicky quietly grabs her purse.  Hurt.  OTHER STUDENTS
     watch, silently.  Kevin doesn't know what to say.

                         VICKY
               Jessica, can you drive me home?

                         JESSICA
               Sure.

     The guys watch as the girls head for the door.

                         KEVIN
               Vicky, wait.

                         VICKY
               Not for you.

     The girls exit.  Nobody says anything.  Kevin is in
     shock.

                         PARTY GUY (O.S.)
               Yeti!  I am the Yeti!

     INT. STIFLER'S HOUSE - DAY

     The next morning.  The party is long over.  Plastic beer
     cups and various bottles litter the house, but it's not
     trashed.

     Jim is wandering around in a daze, holding his head.  He
     stumbles over a body.  It's Kevin.

                         KEVIN
               Ow, what the hell?

                         JIM
               Sorry, I thought you were dead.

     They walk over to the other side of the room.  Finch is
     sitting on the couch.

                         FINCH
               Good morning gentleman.

                         JIM
               Finch!  Where were you last night?
               What happened to the foolproof plan?

                         FINCH
               I thought a fashionably late entrance
               would enhance my appearance.
                   (off their looks)
               When I got here, the Bacchanalia was
               over and the nymphs had left.

     Oz wanders in, still sullen.  Takes a seat, sulking.

                         KEVIN
               Feeling better, Oz?

                         OZ
               I'm such a loser.

                         KEVIN
               That's the spirit.

     We hear FOOTSTEPS coming down the stairs.  It's the
     CENTRAL GIRL.  She wears a "Central" sweatshirt.  Sherman
     follows behind her.  The guys watch in disbelief as
     Sherman and the girl speak hushed, intimately.

                         SHERMAN
                   (snippets of conversation)
               ...I'll never forget...thank you.

     The Central Girl smiles.  Notices the other guys
     watching.  Just gives Sherman a kiss on the cheek.

                         CENTRAL GIRL
               Bye.

     She exits.  The guys are dumbfounded.  Jaws hang.
     Sherman looks triumphant.  Strides over to the guys.

                         JIM
               You did it.

                         SHERMAN
               Fellas, say goodbye to Chuck Sherman,
               the boy.  I am now a man.

     The guys are shocked and amazed.

                         SHERMAN (CONT'D)
               I highly recommend you join the club.

                         KEVIN
               I -- I don't get it, how the hell did
               you do that?

                         SHERMAN
               It was just my time, fellas, it was
               just my time.  Best of luck to you,
               boys.

     Sherman exits.  Silence.  The guys look like they just
     lost the World Series on errors.  They slowly take seats,
     ruined.

                         KEVIN
               I put in months of quality time with
               Vicky.  Sherman meets a chick for one
               night and scores?  This is just wrong.

                         OZ
               No shit, I'm never gonna get laid.
               How the hell am I gonna become this
               Mr. Sensitive Man?

                         JIM
               Jesus, we're all gonna go to college
               as virgins.  They've probably got
               special dorms for people like us.

     A long beat as they give this serious consideration.
     Then, Kevin strides purposefully to the front of the
     group.

                         KEVIN
               Alright, I got an idea.  But it stays
               between us.  Agreed?

     They do.

                         KEVIN (cont'd)
               Okay.  It's really simple.  We
               make an agreement -- no wait, more
               than an agreement.

                         JIM
               Like a bet?

                         KEVIN
               No, a pact.  No money involved.  This
               is more important than any bet.  Now
               here's the deal: We all get laid
               before we graduate.

     A beat

                         OZ
               Dude, it's not like I haven't been
               trying to get laid.

                         KEVIN
               This is different.  This is better.
               Think of when you're working out, Oz.
               You need a partner, someone to spot
               you.  Someone to keep you motivated.

     Oz nods, getting into it.  Kevin smiles and continues,
     arms outspread.

                         KEVIN (CONT'D)
               That's what we are, we keep each other
               on track.  Prior to this day, we've
               postured.  We've procrastinated.
               We've pretended.  We've -- well I
               can't think of other p-words, but
               we've probably done them too.

                         JIM
               Pontificated.

                         KEVIN
                   (ignoring him)
               Separately, we are flawed and
               vulnerable.  But together, we are the
               masters of our sexual destiny!

                         JIM
                   (kung fu voice)
               Their tiger-style kung-fu is strong;
               but our dragon style will defeat it!

                         OZ
                   (going on)
               The Sha-lin masters from east and west
               must unite!

                         KEVIN
               Guys, guys -- you're ruining my
               fucking moment here.  Now think about
               it --

     Kevin jumps up on a chair.

                         KEVIN (CONT'D)
               No longer will our penises remain
               flaccid and unused!  From now on, we
               fight for every man out there who
               isn't getting laid when he should be!
               This is our day!  This is our time!
               And, by God, we're not gonna let
               history condemn us to celibacy!  We
               will make a stand!  We will succeed!
               We will get laid!

     Kevin jumps down off the chair, and puts his hand out in
     front of him.  One by one, the guys pile their hands on
     top, in between them -- it's a pact!  They break with a
     CHEER.  Woo-hoo!

                         STIFLER
                   (wandering down from upstairs)
               What the hell are you losers doing?

     They all stop.  Stifler has a toothbrush hanging from his
     mouth.  A goatee of dried toothpaste.

                         FINCH
               If I might ask, when you brush your
               teeth, do you spit or swallow?

     Stifler tries to give a retort to Finch, but turns green
     and heads back upstairs.

     INT. DOG DAYS - DAY

     The guys are finishing up breakfast.  Hot dogs & eggs.

                         KEVIN
               Now, the sex -- it's got to be valid,
               consensual sex.  No funny stuff.  And
               no prostitutes, if you were thinking
               about that, Finch.

     Finch gives a wistful "Who, me?"

                         KEVIN (CONT'D)
               So, I'm thinking prom is basically our
               last big chance.

                         OZ
               Dude, prom sucks.

                         KEVIN
               I know, but think about it -- At the
               parties that night.  Chicks are gonna
               want to do it.

                         JIM
               Yeah, it's like tradition or
               something.

                         KEVIN
               Right.  That gives us...

                         JIM
               Exactly three weeks to the day.

     They take this in with some trepidation.

                         KEVIN
               Alright then.  It's official.  Any
               questions?

     There are none.  Kevin raises his Pepsi.

                         KEVIN (cont'd)
               To the next step.

     The guys raise their drinks.

                         ALL
               To the next step.

     They toast.  And from this, we go into our STRATEGIZING
     FOR SEX MONTAGE:

     INT. KEVIN'S BEDROOM - DAY

     Jim sits in the room as Kevin goes through the yellow
     pages.  Finds a "Floral Delivery" listing.  Kevin dials.

     INT. EAST GREAT FALLS HIGH - SENIOR LOCKERS - DAY

     Kevin, Jim, and Oz are pooling a few dollars together,
     which Kevin takes.  They part ways.

     INT. JIM'S BEDROOM - NIGHT

     Oz is watching the Lifetime Channel as Jim looks on in
     confusion.  A Martha Stewart-type thing where they pain
     pottery with little sponges.  Oz looks dubious.

     INT. EAST GREAT FALLS HIGH - CAFETERIA - DAY

     Finch is unpacking his lunch.  He carefully unfolds a
     napkin to reveal a sandwich, crust removed.  Other than
     that, he's doing absolutely nothing.

     INT. JIM'S BEDROOM - DAY

     Jim is fiddling with a small, golfball-like camera
     attached to his computer.  The computer screen reads, "E-
     DATE:  We Make Love Happen."  As Jim fiddles with the
     camera, a window on the screen shows his real-time image.
     He clicks an onscreen-button labeled "FREEZE IMAGE" --
     the image freezes, showing Jim with an awkward grimace.
     The screen reads, "IMAGE SENT."

     INT. EAST GREAT FALLS HIGHS - LIBRARY - DAY

     Kevin holds a copy of the HOLY BIBLE.  We see he's in the
     "Religion" section.  Surrounded by piles of different
     bibles.  No luck.

     INT. EAST GREAT FALLS HIGH - CAFETERIA - DAY

     Finch pulls out a small mustard packet.  He neatly snips
     the end with scissors.  Then rolls the packet, like a
     tube of toothpaste, economically dispensing every last
     bit of mustard.

     INT. JIM'S BEDROOM - NIGHT

     Jim is on his computer.  The screen reads "YOU HAVE 00
     REPLIES."  Jim is nonplussed.

     INT. EAST GREAT FALLS HIGH - SENIOR LOCKERS - DAY

     Kevin, Oz, and Jim are closely gathered around Kevin's
     locker, holding their backpacks open.  Kevin holds a big
     shopping bag, which he turns over, and a box of condoms
     falls out.  He hands it over to Jim...and we see that the
     guys' packs are full of various condom boxes.

     INT. JIM'S BEDROOM - DAY

     Jim has unraveled a bunch of condoms and is curiously
     examining them.

     And THE MONTAGE COMES TO AN ABRUPT END with a KNOCKING.

                         JIM
                   (shoving the rubbers into his
                    night table)
               Just a minute!

     He opens the bedroom door.  Jim's Dad is standing there.

                         JIM'S DAD
                   (trying not to look inside)
               Can I come in?

                         JIM
               Yeah, sure.

                         JIM'S DAD
               You're not...busy?

                         JIM
               Dad, come in.

     Jim's Dad reluctantly enters, carrying a brown paper bag.
     He takes a seat on Jim's bed.

                         JIM'S DAD
                   (fatherly attempt)
               Sit down, Jim.  Let's talk.

     Jim takes a seat next to his dad.

                         JIM
               Okay.

                         JIM'S DAD
               These are for you.  From father to
               son.

     Jim looks at the bag.  Uncomfortable.  Hesitantly, he
     takes it.  Slowly, dreadfully, he pulls out a copy of
     PERFECT 10.

                         JIM
               Uh...dad...

     Jim's Dad is doing his best to be the good father.

                         JIM'S DAD
               Go ahead son, there's more.

     Beyond embarrassed, Jim reaches into the bag.  Cringes.
     Pulls out a PENTHOUSE.

                         JIM'S DAD (cont'd)
               Now, that one's a little more...a
               little more...graphic.

                         JIM
               I know, Dad.

                         JIM'S DAD
               Oh, okay.  Here's let me show you.

     Jim's Dad takes the bag back.  Pulls out a copy of
     SHAVED.

                         JIM'S DAD (cont'd)
               This, son, is your more exotic dirty
               magazine.

                         JIM
               Dad!  I know!

                         JIM'S DAD
               Do you know about the clitoris?

                         JIM
                   (through clenched teeth)
               Yes dad.

                         JIM'S DAD
               Sometimes it can be pretty hard to
               locate.

                         JIM
                   (interrupting, hand up)
               Thank you, dad, I got it.

                         JIM'S DAD
               Okay, well that about covers it.

     Jim MURMURS something incomprehensible.

                         JIM'S DAD (cont'd)
               Now, let's put these somewhere where
               your mother won't find them.

     Jim's Dad takes the stack of magazines.  He goes to open
     Jim's night table.  Jim freaks.

                         JIM
               Wait!

     But it's too late.  Jim's Dad is face-to-face with the
     unraveled prophylactics.  He sours.

                         JIM'S DAD
                   (beaten)
               I'll have to save this speech for
               another day.  I'm too worn out.

     Jim's Dad exits, a condom stuck to the back of his pants.

     INT. EAST GREAT FALLS HIGH - NEAR THE HALL OF FAME - DAY

     Kevin is trying to talk to Vicky.

                         KEVIN
               Did you get the flowers?
                   (no response)
               What about the poem?

     She doesn't care.

                         KEVIN (cont'd)
               Vicky, please don't do this.

     Vicky stares him right in the eye.  Strong.

                         VICKY
               I'll think about it.

     She slams her locker and walks off.  Jessica is nearby.
     She's overheard.

                         JESSICA
               Ah, you'll get her back soon enough.
               That's easy, she likes you.  What you
               need to do is learn to press a girl's
               buttons.  You gotta give her what
               she's never had.

                         KEVIN
               What?

                         JESSICA
               I'll give you a hint.
                   (hot, orgasmic)
               "Ohhh, yeah, yeah!"
                   (flat)
               Comprende?

                         KEVIN
               You mean...and orgasm?

                         JESSICA
               You got it, stud.

                         KEVIN
               Well...I'm pretty sure I've --

                         JESSICA
                   (interrupts authoritatively)
               No you haven't.

                         KEVIN
               But that one time --

                         JESSICA
                   (shaking head)
               No.

                         KEVIN
               Well of course I'd want to give her
               that.  I mean, what do you think, I
               don't care about her?

                         JESSICA
               Do you?

                         KEVIN
               Of course.

                         JESSICA
               Do you love her?

     Kevin squirms.

                         KEVIN
               I -- I don't know, you can't ask me
               that.

                         JESSICA
               Well, if you want to get her in the
               sack, tell her you love her.  That's
               how I was duped.

                         KEVIN
               I don't want to dupe her, Jessica.  If
               I say it, I have to be sure I mean it.

                         JESSICA
               Well it's up to you.  The Big L, or
               the Big O.

     Suddenly Stifler comes running up, breathless.

                         STIFLER
               Dickhead!  You gotta see this.

     INT. EAST GREAT FALLS HIGH - LITTLE AUDITORIUM - MOMENT LATER

     The VOCAL JAZZ GROUP is practicing, singing one of those
     doo-wop, Acapella love songs (i.e. "Love You Like I Do").
     Singing with the group is none other than Oz.  He's not
     doing too badly, but mainly he's checking out the various
     vocal jazz girls.  Smiling at them, giving suave little
     waves.

     Kevin, Stifler, and Jim take seats in the back of the
     auditorium, listening.

                         JIM
               This is unexpected.

                         STIFLER
               What did you cocks do to him?  Shit,
               if Coach Marshall sees this, he'll
               kick Oz off the team on principle
               alone.

     The song finishes.  Oz bounds up to the other guys.

                         OZ
               Hey guys, you came to watch me in
               action?

                         JIM
               Yeah, I think you sounded pretty good.

                         STIFLER
               I think you need your balls
               reattached.

                         OZ
               Keep it down, dude.

                         STIFLER
               What the fuck are you doing here?

                         OZ
               This place is an untapped resource.
               Check it out, dude, these vocal jazz
               girls are hot.

     ANGLE ON SOME VOCAL JAZZ GIRLS

     A few of the girls are gathering their stuff, one of whom
     is HEATHER -- conservative-looking, cute.

                         VOCAL JAZZ GIRL #1
               Hey, we've got Conan the Barbarian
               singing with us.

                         VOCAL JAZZ GIRL #2
               Maybe he'll crush some beer cans on
               his forehead.

                         HEATHER
               I think he's got a nice voice.

                         VOCAL JAZZ GIRL #1
                   (ribbing her)
               Go talk to him, maybe you can teach
               him how to read.

     Heather shakes her head.  BACK TO:

                         STIFLER
               You dipshit, you're expecting to score
               with some goody-goody choir-girl
               priss?

                         OZ
               Dude, watch me work.  They go for
               sensitive studs like me.

     Oz waves goodbye to a final choir girl.

     EXT. EAST GREAT FALLS HIGH - COURTYARD - LATER

     Finch is sitting on a bench, reading the paper, carefree.
     Kevin and Jim approach.

                         KEVIN
               This is your plan, Finch?

                         FINCH
               Yep.

     He turns a page.  Skims the articles.  A beat.

                         KEVIN
               This.  Right now.

                         FINCH
               Uh-huh.

                         JIM
               You're just gonna sit there and drink
               your coffee?

                         FINCH
               Mochaccino.
                   (then)
               Actually, in the spirit of the pact, I
               do need to ask for your cooperation in
               one small matter.

                         KEVIN
               Of course, Finch.  What?

                         FINCH
               Whatever you hear about me, you agree.

                         KEVIN
               What are we gonna hear?

                         FINCH
               You'll see.  Gotta go.  Sixteen
               minute round trip.

                         JIM
               Finch, don't you think it's about time
               you learned to take a dump at school?

                         FINCH
               When was the last time you looked at
               the facilities here?

                         KEVIN
               Fifteen minutes ago.

     Finch shudders and walks away.  Kevin and Jim stand
     there, dumbfounded.  An ENTHRALLED GIRL approaches.

                         ENTHRALLED GIRL
               Uh, guys?  Was that Paul Finch?

                         KEVIN
               Yeah.

                         ENTHRALLED GIRL
               You guys have like, seen him in the
               locker room, right?

                         KEVIN
               Yeah.

                         ENTHRALLED GIRL
               Is it true that he's really...huge?

                         JIM
               I have no idea.  Finch showers in a
               bathing suit.

                         KEVIN
                   (forced)
               No -- it's true.  He is...really...
               big.

                         JIM
                   (loving it)
               Yeah, enormous.

                         ENTHRALLED GIRL
               Woah.  Does he have a date for prom
               yet.

                         JIM
               Definitely not.

                         ENTHRALLED GIRL
               No way!

     She hurries off to a GROUP OF GIRLS, sharing the gossip.
     They all seem very interested.

                         KEVIN
                   (dumbfounded)
               Finch hasn't done a damn thing, and
               he's got girls lining up already.

     INT. KEVIN'S BEDROOM - DAY

     Kevin is on the phone.

                         KEVIN'S BROTHER (V.O.)
               Say that again, Kevin?

                         KEVIN
               Uh...I thought you might know a trick
               or something.  To make her, you
               know...

     INTERCUT WITH

     INT. SUSHI BAR - DAY

     Kevin's brother is on his cell phone.  A SUSHI CHEF
     prepares food behind the counter.

                         KEVIN'S BROTHER
               Orgasm?

     The Sushi Chef looks up.  Kevin's Brother turns away.

                         KEVIN
               Yeah.

                         SUSHI CUSTOMER
                   (to Kevin's Brother)
               What's good here?

                         KEVIN'S BROTHER
               Try the spicy tuna hand roll.

                         KEVIN
               What?!  How do I do that?

                         KEVIN'S BROTHER
               Uh -- forget that.  Look, is that all
               you're interested in?  Ways to get
               your girlfriend into bed?

                         KEVIN
               Well, no.  I think...I guess it would
               be good to be able to return the
               favor.  I mean, it would be nice to
               know she enjoys things as much as I
               do.

                         KEVIN'S BROTHER
               That's good, that's what I needed to
               hear.  Now you qualify.

                         KEVIN
               Qualify for what?

                         KEVIN'S BROTHER
               You've just inherited The Bible.

     INT. EAST GREAT FALLS HIGH - BACK OF LIBRARY - DAY

     Kevin is walking through the "Religion" Section.  He
     carefully looks about, making sure nobody's watching.

                         KEVIN'S BROTHER (V.O.)
               It originally started as a sex manual,
               this book that some guys brought back
               from Amsterdam in the early eighties.
               What to do with your tongue, things
               like that.  And each year, it got
               passed on to one East student who was
               worthy of it.

     Kevin kneels down on the floor, near a section of various
     bibles on the bottom shelf.

                         KEVIN'S BROTHER (V.O.)(cont'd)
               After a couple years, guys started
               adding their own techniques.  Things
               they figured out themselves.

     Kevin slides out the section of bibles from the bottom
     shelf.  Pulls out a pocket knife.  Flips up the bottom of
     the shelf.  Slides it out.

                         KEVIN'S BROTHER (V.O.)(cont'd)
               You have to keep it a secret, and
               return it at the end of the year.  So,
               now you know.  Good luck.

     There, a bit dusty, is an old book.  Many extra pages of
     notebook paper have been tucked into it, nearly breaking
     the binding.  The original title is now obscured -- over
     it, someone has written "The Bible."

     Remember when Indian Jones found that gold statue?  It's
     like that right now.

     Kevin carefully pulls it out.  Reverently flips through
     it.  Full of details.  Explicit diagrams.  Anecdotes.
     And atop each handwritten page is a year, indicating the
     date it was added.

     Kevin reaches the last page.  It's blank.  He lightly
     runs his hand down the empty page.

     INT. JIM'S HOUSE - KITCHEN - DAY

     Jim enters his house, slinging his backpack off his
     shoulder.

                         JIM
                   (yells)
               Mom?!  I'm home!

     No response.  Jim walks into the kitchen, noticing a
     fresh-baked pie on the counter.  Next to it is a note:
     "Jimmy - Apple, your favorite.  I'll be home late.
     Enjoy!  Love Mom."

     Jim sniffs the pie, taking in the aroma.  Then stops...as
     a quizzical look spreads across his face.

     After a moment of thought, he slides a finger into the
     pie.  Moves it around a bit, studying the consistency.

     Then Jim becomes more curious.  We can see the gears in
     his head start to turn.  He looks down at the pie like
     it's... well, not a pie.

     EXT. JIM'S HOUSE - DAY

     Jim's dad gets out of his car, carrying his briefcase.

     INT. JIM'S HOUSE - CONTINUING

     Jim's dad comes in the door and stops dead in his tracks.
     His face drops, appalled.

                         JIM'S DAD
               Jim?

                         JIM
               It's not what it looks like!

                                                            CUT TO:

     INT. JIM'S HOUSE - KITCHEN - DAY

     Jim and his Dad sit in silence, opposite each other at
     the table.  Jim stares into his lap, humiliated.  Jim's
     dad is crushed.  You've never seen such disappointment...
     but he's trying to keep his chin up for Jim's sake.

     In the middle of the table is the pie.  It's decimated.
     Mushed up, ruined...violated.

                         JIM'S DAD
                   (fighting back tears)
               I guess...we'll just tell your
               mother...that we ate it all.

     INT. KEVIN'S BEDROOM - NIGHT

     Late.  Kevin sits on his bed, reading a book -- the
     Bible.

     If all students studied the way Kevin's studying this
     book, we'd have a nation of geniuses.  He's scrutinizing
     it.  Turning it sideways and upside down as if trying to
     decipher cave paintings.

     INT. EAST GREAT FALLS HIGH - LITTLE AUDITORIUM - DAY

     The Vocal Jazz Group is doing a song.  Oz is singing
     along, really making it look like he's into it.  He
     closes his eyes, singing with even more enthusiasm.  As
     the song ends, Oz continues just a moment more with his
     shtick -- a little, heartfelt vocal "scat" to tag the
     number.  The thing is, it actually sounds really good.

     Oz opens his eyes...to see the whole group -- especially
     the girls -- looking at him, somewhat awed.

     The CHOIR TEACHER is a smartly-dressed black woman.

                         CHOIR TEACHER
               What the hell was that?

                         OZ
               Sorry.

                         CHOIR TEACHER
               No, it was good.

                         OZ
               Oh, well...
                   (noticing Heather looking at
                    him, he acts "sensitive")
               It came from the heart.

                         CHOIR TEACHER
               Well then keep it coming.
                   (to everyone)
               Alright, people, good work!  Keep it
               up and we'll do great at the state
               competition.

     Rehearsal wraps up, and Heather comes up to Oz.

                         HEATHER
               Not bad, Chris.

                         OZ
                   (surprised himself)
               Really?  Hey, thanks -- Heather,
               right?

                         HEATHER
               Yeah...so...you've got this sort of...
               Bobby McFerrin thing going there.

                         OZ
                   (no idea)
               Yeah.  Right, uh-huh.
                   (then, back into it)
               I feel like I've discovered this whole
               new side of me.  Music is so
               expressive.

                         HEATHER
                   (amused)
               Okay.
                   (then)
               I mean, I agree, but...aren't you
               supposed to be out, like, trying to
               decapitate someone with your lacrosse
               stick or something?

     Oz "gets serious" at this.

                         OZ
               Oh sure.  I know what people think.
               It's like, Oz, he's just this kickass
               lacrosse player -- I also play
               football, by the way -- But that's
               like...not all that I am.

                         HEATHER
               Of course, I didn't --

                         OZ
                   (cutting her off)
               I mean it really bothers me when
               people try to pigeonhole me like that.

                         HEATHER
                   (sparking to this)
               You?  You think I don't get that?
               God, it's like just because I don't
               get drunk and barf every weekend,
               people say "Oh, here's this goody-two-
               shoes choir-girl priss."

     Of course, this is what Stifler said about her.  And for
     a moment, this catches Oz off guard.

                         OZ
               Yeah...so like, what else do you do?

                         HEATHER
                   (offended)
               Well the same things you do.  Hang out
               with friends and stuff, you know,
               whatever.
                   (then)
               What do you think I do?

                         OZ
                   (genuine)
               I just -- realized that I didn't know
               anything about you.  I was interested.

                         HEATHER
               Oh...well that's okay.  Cool.

     EXT. EAST GREAT FALLS HIGH - DAY

     Kevin is walking home with Vicky.  He's a couple paces
     behind her, almost tagging along.

                         KEVIN
               I was being selfish.  And majorly
               insensitive.  And I'm a total idiot.

                         VICKY
               I think "shithead" really says it.

                         KEVIN
               Yes!  I'm a shithead!  I'm a complete
               and total shithead!

     She cracks a little smile.

                         KEVIN (CONT'D)
               And I want to try to make it up to
               you.

                         VICKY
               How?

     Vicky stops walking.  Looks at Kevin.

     EXT. VICKY'S HOUSE - DAY

     Vicky's perfect suburban home...as we hear VICKY MOANING
     IN ECSTASY.

                         VICKY (V.O.)
               Oh...ungghhhhh!

                         KEVIN (V.O.)
               Shhhh.  Your parents are downstairs.

     INT. VICKY'S BEDROOM - DAY

     Tight on Vicky's face, in sexual bliss, writhing.

                         VICKY
               Oh Kevin -- don't stop!

                         KEVIN
               Just a second!

     We see that Kevin is kneeling on the floor.  Vicky's legs
     are to both sides of him -- he's ducking down, consulting
     the bible, which is hidden beneath the bed.  It's open to
     a page titled "The Tongue Tornado."

     Kevin resumes, out of frame.  Vicky goes nuts.

                         VICKY (cont'd)
                   (a little too loudly)
               Oh, God!

     Vicky reaches blindly for a pillow.  She squeezes it over
     her face, moaning into it.

                         VICKY (cont'd)
               Moly shmmmt!  Fmmkkkk!

     Noticing that Vicky now can't see him, Kevin cautiously
     pulls out The Bible from under the bed.  Sets it next to
     her.  He constantly refers from the book to Vicky, and
     back again.

     INT. VICKY'S HOUSE - KITCHEN - DAY

     VICKY'S MOM is straining some pasta.  On the fridge, we
     see a collage in tribute to Vicky -- her senior portrait,
     National Honor Society certificate, a report card.

                         VICKY'S MOM
                   (yells to Vicky's Dad)
               Hon?  Can you tell Vick to come on
               down for supper?

     VICKY'S DAD is at the table reading the paper.  He gets
     up with a GRUNT.

     INT. VICKY'S BEDROOM - DAY

     Vicky can barely control herself.  She SCREAMS into the
     pillow.

                         KEVIN
               Vicky, shhh, you know there's no lock
               on your door.

     INT. VICKY'S HOUSE - STAIRWELL - DAY

     Vicky's dad is trudging up the stairs.

     INT. VICKY'S BEDROOM - DAY

     Vicky wrestles with her own ecstacy.  Groans.  Kevin
     keeps referencing The Bible.  Whatever he's doing, it's
     working.

     INT. VICKY'S HOUSE - HALLWAY - DAY

     Vicky's dad approaches the bedroom door.

     INT. VICKY'S BEDROOM - DAY

     Vicky is about to explode.  She pulls the pillow off her
     face, gasping.

     INT. VICKY'S HOUSE - HALLWAY - DAY

     Vicky's dad reaches for the doorknob.

                         VICKY (O.S.)
               I'M COMING!

     Vicky's dad shrugs, turns around, and heads back
     downstairs.

     INT. JIM'S HOUSE - HALLWAY - NIGHT

     Jim's door opens...he winces...REVERSE to see Jim's dad
     looking at the family portrait of Jim's family in the
     hallway outside Jim's room, his back turned to Jim's
     door.

                         JIM
               Hey, dad.  Did you knock?

     Jim's dad continues to study the picture.  A beat.  Then
     he turns around, like he just realized the door was open.

                         JIM'S DAD
               Oh, Jim!  I'm looking at the ol'
               family portrait, here.  Yep.  It's a
               good one.

     Jim can only shrugs in response.  He goes into the hall
     and looks at the portrait.  A beat.

                         JIM'S DAD (CONT'D)
               Son, I wanted to talk to you about
               what I think you were trying to do the
               other day.

     Jim's face drops, seeing his death unfold.

                         JIM'S DAD (CONT'D)
                   (continuing with his prepared
                    speech)
               Now, you may have tried it in the
               shower, or maybe in bed at night, and
               not even known what you were doing.
               Or perhaps you've heard your friends
               talking about it in the locker room.

     Jim's eyes dart about, looking for a place to hide.

                         JIM
               Dad, please stop.  Please.  I'm sure I
               know what you're talking about.

                         JIM'S DAD
               Sure you know, son, but I think you've
               been having a little problem with it.
               It's okay, though.  What you're doing
               is perfectly normal.  It's like
               practice.  Like when you play tennis
               against a wall.  Some day, there'll be
               a partner returning the ball.
                   (a beat)
               You do want a partner, don't you son?

                         JIM
                   (through clenched teeth)
               Yes.

                         JIM'S DAD
               That's great.  Now remember, it's okay
               to play with yourself.  Or, as I
               always called it --
                   (elbows Jim)
               "Stroke the salami!"
                   (chuckles)
               Ho-ho, Jim.  There's nothing to be
               ashamed of.  Hell, I'm fifty-two, and
               I still enjoy masturbating.  Uncle
               Mort masturbates.  We all masturbate.

     Nauseated and entirely disoriented, Jim tries to stumble
     back into his room.  He SMACKS the doorframe.  Keeps
     going, slamming the door behind him.  A beat.

                         JIM'S DAD (cont'd)
               Poor guy thought he was the only one.

     EXT. FOOTBALL FIELD - DAY

     The football field also doubles as the lacrosse field.
     East Great Falls is battling Central.  It's a rough game,
     muddy, brutal.  We see Oz grunting and groaning, playing
     very tough.

     On the sidelines, we see Heather has shown up.  She's
     watching the game -- and is impressed as she watches Oz's
     agility and domination.  Oz runs up the field, cradling
     the ball in his stick.  A couple CENTRAL PLAYERS try to
     check him.  Heather cringes with each impact, and is then
     excited to see Oz dodge his opponents.

     Finally, Oz scores with a triumphant YELL.  Heather
     CHEERS with the crowd as the EGF players congratulate
     each other.

     EXT. FOOTBALL FIELD - DAY

     After the game.  Oz sees Heather waiting for him on the
     sidelines.  He's about to run over when COACH MARSHALL
     snags him --

                         COACH MARSHALL
               Good work, Ostreicher.

                         OZ
               Thanks coach.

                         COACH MARSHALL
               You're a killer, Ozzy!

                         OZ
                   (trying to get away)
               -- Thanks, coach --

     FOLLOW WITH OZ as he trots over to Heather, covered in
     mud.

                           OZ
               Hey, what're you doing here?

                         HEATHER
               Just enjoying my exhilarating first
               lacrosse experience.  You like,
               "kicked butt."

     A clod of mud falls from Oz's uniform onto Heather's
     skirt.

                         OZ
                   (brushing it off her skirt)
               Whoops, excuse me...

     Oz wipes the mud from his hands.  A beat.  Heather has
     something to say that's not quite coming out.

                         HEATHER
               Um...Chris --

                         OZ
               You can call me Oz.

                         HEATHER
               Do I have to?

                         OZ
               You can call me Ostreicher.

                         HEATHER
               What's your middle name?

                         OZ
               Forget it.

                         HEATHER
               Come on!  I won't tell.

                         OZ
               Neither will I.

                         HEATHER
               Okay.
                   (pause)
               So I had this...thought, and...this
               may seem like it's out of left field,
               and I don't know if you can, but since
               I'm not going with anyone --

     Before she can finish, Stifler runs up, sweaty and
     excited.

                         STIFLER
               Hah!  Central sucks!
                   (noticing Heather)
               Choir Chick?  What the hell are you
               doing here?

                         HEATHER
               Well, I uh, I was --
                   (decides to stand her ground)
               I was asking Chris to prom.
                   (turns to Oz)
               So do you wanna go?

     Oz is surprised at her directness.  Impressed.

                         OZ
               Yeah!

                         STIFLER
               Well, just don't expect Oz to pay for
               the limo.

                         OZ
               Stifler, fuck --
                   (noticing Heather, "sensitive")
               ...man, you don't have to be so
               insensitive.

     A beat.

                         STIFLER
               What??
                   (he dismisses it)
               Whatever -- look uh, don't forget --
               my cottage after prom.  On Lake
               Michigan.

     Stifler joins some other LACROSSE BUDDIES.

                         OZ
               Alright, cool.  I gotta hit the
               showers, but...I think this'll be
               really good.

                         HEATHER
               Yeah, me too, okay, cool.

     They share a smile.  Then Heather walks off towards her
     car.  Oz trots off to Stifler and the other lacrosse
     guys.

                         STIFLER
               My man Oz, working it with the choir
               babes?

                         LACROSSE BUDDIES
                   (cheering, slapping him)
               Yeah, go Oz! etc.

     Oz laughs, embarrassed.

                         OZ
                   (pandering to them)
               Hey, you know, what can I say, I dig
               those cute little sweaters she wears.

                         STIFLER
               I'll bet you do, you little horndog,
               she's givin' you fuckin' stiffies,
               right?

     Stifler goes into what can only be described as the Spank-
     Me-And-Fuck-Me-Like-A-Whore-Dance.

                         STIFLER (CONT'D)
               Yeah!  Sing for me!  yes!

     The other guys LAUGH.  Oz joins in, laughing in spite of
     himself.  They all high-five.

     And from the other side of the field, we see Heather
     peering over at them.  Hardly believing it as Oz joins in
     the laughter.

     INT. EAST GREAT FALLS HIGH - CLASSROOM - DAY

     English class.  The TEACHER is wrapping up a lecture.

                         TEACHER
               So once Hal becomes king, he has to
               take on the responsibilities of
               leadership, and turn his back on his
               old, drunken friend, Falstaff.  You
               see, Hal was going through a rite of
               passage, much like you all are.  Make
               the most of the time you've got left
               together.  You'll miss it later.

     Jim, Kevin, and Oz sit in the back of the classroom in
     one corner.

                         OZ
               So does your tongue cramp up?

                         KEVIN
               Nah, you get kind of dizzy though.

                         JIM
               Wow, that's amazing, she's probably
               gonna want to do it soon.

     Kevin shrugs as the BELL RINGS.  Sherman passes by.

                         SHERMAN
               Still questing after the holy grail,
               eh guys?

     He CHUCKLES and exits.  The guys stand up, exiting the
     classroom.

                         JIM
               Hey, where's Finch?

                         KEVIN
               Went home to shit.

                         JIM
               I don't get it.  How does a guy like
               that get this sudden reputation?

                         OZ
               What reputation?

                         KEVIN
               Observe.

     He taps a passing RANDOM CUTE GIRL on the shoulder.

                         KEVIN (cont'd)
               Excuse me.  Do you know who Paul
               Finch is?

                         RANDOM CUTE GIRL
               Of course!  Have you guys seen his
               tattoo?

                         KEVIN
               ...Yes?

                         RANDOM CUTE GIRL
               Is it cool?  I heard it was like an
               eagle, blazing in fire and stuff.

                         JIM
                   (nods, loving it)
               Actually, it's an eagle and this big
               python.

                         RANDOM CUTE GIRL
               Really?!

                         JIM
               Yeah, see it's on his stomach, here,
               and the eagle -- the eagle is actually
               grasping the python in its talons, so
               the snake is like his --

                         KEVIN
                   (interrupting)
               That's good, Jim.

                         RANDOM CUTE GIRL
               Woah, no way!  That guy is so cool!

     She hurries off to tell her friends.  The guys exit the
     classroom.

     INT. EAST GREAT FALLS HIGH - SENIOR HIGH LOCKERS - CONTINUING

                         OZ
               Okay, explain.

                         KEVIN
               I can't, I have no idea how he's doing
               it.  And that leaves you trailing,
               Jim.  You gotta get your act together.

                         JIM
                   (a little aggravated)
               Yeah, I know.  I'm working on it.

     Jim turns around -- to find Nadia is standing right in
     front of him.  Jim says nothing.  Stuck.  Staring.  Oz
     elbows him.  Jim gives a startled GRUNT.

                         NADIA
               You are very good in the world history
               class, yes?

                         JIM
                   (gulps)
               Me?

     Jim looks over to Kevin and Oz, who excitedly give him
     encouraging looks and gestures.

                         JIM (CONT'D)
                   (trying to decipher the guys'
                    signals)
               Yes.  No.  Yes.

                         NADIA
               Perhaps you can help me with my
               studies?

     The guys nod, "Yes!  Yes!"

                         JIM
               Okay...that would be cool sometime.
                   (sees the guys gesticulating)
               How 'bout tomorrow?

                         NADIA
               Well, I do have ballet practice.
               Perhaps I can come by your house
               afterwards.  I can change clothes at
               your place?

                         JIM
                   (barely, overwhelmed)
               I suppose that would be okay.

     Nadia walks off.  Jim collapses into Oz's and Kevin's
     arms, like a marathon runner at the end of a race.  They
     pat him heartily in congratulations.

     EXT. RAST GREAT FALLS - SIDE OF SCHOOL - DAY

     After school.  Oz is there as Heather pulls up in a new
     Saab.

                         OZ
               Nice car.

                         HEATHER
               I'm glad you think so.

                         OZ
               You don't like it?

                         HEATHER
               No, I like the car.
                   (then, direct)
               By the way, though, about prom?  That
               was like a bad idea.  Sorry I invited
               you.

     She hastily walks towards the school.

                         OZ
               What?!

                         HEATHER
               Oh, please.  I asked you because I
               thought you might actually be worth
               going with.  But you are just a jock.
               No wait.  You're a jerk.

                         OZ
               What?  No I'm not.

                         HEATHER
               I saw you making fun of me with your
               lacrosse buddies.

                         OZ
               I wasn't making fun of you.

                         HEATHER
               Give me a break, you're so full of it.

     She hurries up more, breaking off from Oz, and enters the
     school.  After a moment, he slowly heads in.

     INT. EAST GREAT FALLS HIGH - LITTLE AUDITORIUM - LATER

     Oz and Heather are singing with the group, at opposite
     ends of the room.  It's a pop, contemporary arrangement
     of "HOW SWEET IT IS."  It sounds jazzy, cool.

     Oz looks dazed, like the wind's taken out of him.  He
     sings along, distant.  Heather, almost defiantly, sings
     clearer and better than ever.  Oz watches her, though she
     never looks his way.  At the bride of the song, Heather
     breaks into a solo.  She sings beautifully.  Oz is
     hooked.

     The Choir Teacher halts the song.

                         CHOIR TEACHER
               Okay, Heather, that was good, but I
               want to thicken up that solo.
               Michigan State is this Saturday, and I
               want that part to smoke.

                         HEATHER
               I know, my timing's off.

                         CHOIR TEACHER
               A little, but I think it'll work
               better as a duet.  With a tenor part.

                         OZ
                   (interrupting)
               I'll do it.

     A beat as the Choir Teacher is impressed and Heather
     looks indifferent.

                         OZ (CONT'D)
               I'll do it.

                         CHOIR TEACHER
               Okay then.  The rest of you okay with
               that?

     The rest of the choir agrees, as Heather looks to Oz with
     skepticism.

                         CHOIR TEACHER (CONT'D)
               Great.  See you tomorrow.

     The group starts packing up.

                         HEATHER
                   (annoyed)
               Why are you doing this?

                         OZ
               Because I want to.

                         HEATHER
               Yeah?  Well you can't fake your way
               through this.  You better practice.

     She leaves.

     INT. EAST GREAT FALLS - LIBRARY - DAY

     Jim, Kevin, Oz, and Stifler.

                         STIFLER
               Fuck me!  You're gonna have a naked
               Eastern-European chick in your house,
               and you're telling me you're not gonna
               take advantage of that?

                         JIM
               What am I gonna do, broadcast her over
               the internet?

                         OZ
               You can do that?

                         JIM
                   (off their looks)
               Oh -- no way.  I can't do that to her.

                         STIFLER
               Dammit, Jim, get some fucking balls.
               If you don't have the guts to
               photograph a naked chick in your room,
               how are you ever gonna sleep with one?
               Now all you gotta do is set up some
               sort of private link or whatever on
               the net, and tell me the address.

     The guys ponder this.

                         KEVIN
               You can send me the address too.

                         JIM
               Well...dammit, if I'm doing this, how
               the hell am I gonna watch?

                         KEVIN
               I'll save you a seat.

     INT. JIM'S BEDROOM - DAY

     Jim is setting the computer camera on top of the monitor.
     The computer BINGS.

                         COMPUTER VOICE
               "You have established an internet
               connection."

     Jim sits.  Types a quick E-mail.  It reads:  "OH YEAH!
     128.220.27.102/tempt/NadiaVision.  ENJOY!"

     Jim scrolls through his list of E-mail addresses.
     Highlights a listing.  Clicks "Send."

     INT. KEVIN'S BEDROOM - DAY

     Kevin and Finch sit in front of a computer.  Kevin is
     unloading beer and chips from a grocery bag.

     We see an image of Jim's bedroom on the computer screen.
     It's a little strobed, but easily watchable.  Suddenly
     Jim's face pops into frame.  He's adjusting the camera.

                         KEVIN
               There we go.

     INT. JIM'S BEDROOM - DAY

     We see the same image on Jim's screen.  Jim turns off
     just the monitor.  It looks like the computer is off --
     the ruse is undetectable.

     Jim's dad enters with Nadia.  She's in sweats and a
     leotard, carrying a duffel bag over her shoulder.  Jim's
     dad is delighted, fidgety, almost giddy.

                         JIM'S DAD
               Son.  This lady's here for you.

                         JIM
                   (like it's no big deal)
               I know.  Hey Nadia.

                         NADIA
               Hello James.  Ready to study.

                         JIM'S DAD
               Oh, you bet he is.  Jim's quite the
               bookworm.

                         JIM
               Dad.

                         JIM'S DAD
               Oh, no, not too much of a bookworm.
               He's a good little kid.  Er, guy.
               Man.

                         JIM
               Dad!!

                         JIM'S DAD
               Okay, okay.  I'll let you hit those
               books.

     Jim's dad gives a knowing look and exits.

     INT. STIFLER'S HOUSE - BROTHER'S BEDROOM - SAME TIME

     STIFLER'S YOUNGER BROTHER, 11, a monster, is tugging at
     Stifler, who sits at the computer, watching Jim's room.

                         STIFLER'S BROTHER
               Steve!  Steve!  It's my computer and I
               wanna use it!

                         STIFLER
               Shut up and watch this, you might
               learn something.

     INT. JIM'S BEDROOM - DAY

                         JIM
               So you need to change, right?

                         NADIA
               Do you mind?  This fabric is so
               uncomfortable.

     She sets her duffel on Jim's bed.

                         JIM
               No, go right ahead and get dressed.
               I'll just be downstairs, studying up.
               Get me when you're ready.

     Jim exits, closing the door behind him.

     INT. KEVIN'S BEDROOM - DAY - SAME TIME

                         KEVIN
               Here we go.

     INT. JIM'S HOUSE - HALLWAY - CONTINUING

     He's off!  Jim sprints down the hall.  Thunders down the
     stairs.

     INT. JIM'S HOUSE - CONTINUING

     Jim's Mom and Dad are sitting downstairs.  Jim bolts
     through the room.

                         JIM
               Be back in a sec!

     He practically crashes through the door on his way out.

                         JIM'S MOM
               Jim?  Honey, where are you going?

     She turns and looks at her husband.  Both perplexed.

     EXT. STREET - CONTINUING

     Jim runs like hell.

     INT. JIM'S BEDROOM - SAME TIME

     Nadia unzips her duffel, pulling some clothes out.

     EXT. KEVIN'S HOUSE - CONTINUING

     Jim trucks across the lawn to the door.

     INT. KEVIN'S BEDROOM - DAY

     Kevin and Finch are watching the computer screen.

                         KEVIN
               Want a beer?

     Finch simply waves off the question.  He's glued to the
     screen.

     Jim bursts into the room, breathless.

                         JIM
               Did I miss anything?!

                         KEVIN
               Just in time.

     Jim grabs a seat by the computer.  All three guys watch,
     transfixed.  Nadia is slipping out of her leotard.

                         JIM
               Woah!

     Nadia's leotard is off.  Bra and panties.  Outstanding
     body.

     INTERCUT BETWEEN JIM'S BEDROOM and the guys around the
     computer screen in Kevin's Bedroom.

     Nadia pauses.  Looks in Jim's full-length mirror.
     Admiring her body.

                         KEVIN
               Oh, man!  This is incredible.

     And...yes!  Nadia peels off her sportsbra.  Supple
     breasts.  The guys are awestruck.

                         KEVIN (CONT'D)
               I can't believe Oz had to work.

     INT. EAST GREAT FALLS HIGH - LITTLE AUDITORIUM - DAY

     Oz sits alone in the empty vocal jazz rehearsal area.  He
     sighs, leafing through some sheet music.  It's as quiet
     and boring as can be.

     INT. STIFLER'S HOUSE - BROTHER'S BEDROOM - SAME TIME

     Stifler and his brother are awestruck.

                         STIFLER'S BROTHER
               This is like the coolest thing I've
               ever seen.

     INT. KEVIN'S BEDROOM - DAY - CONTINUING

                         JIM
               Oh, thank you Lord, for this wonderful
               day.

     Nadia still primps in the mirror.  Then she looks around.
     Very carefully, she pokes through the stuff on Jim's
     night table.

                         JIM (cont'd)
               Hey!  You can't touch my stuff!

     Nadia opens the night table.  Stops.  Jim flushes.  Nadia
     delicately reaches into the night table as Jim crumbles.

                         JIM (cont'd)
               Oh no no no.

     She pulls out the stack of porno magazines.

                         KEVIN
               Nice collection there, Jim.

     Nadia takes a PENTHOUSE.  Starts thumbing through it.
     She sits on Jim's bed.  Lingering on some pages.  Getting
     aroused.

                         JIM
               Dear God -- she's -- she's -- she's --

     Welcome to every man's fantasy.  Nadia's hand wanders
     into her panties.

                         JIM (cont'd)
               Gentlemen, I'd like to make an
               announcement.  There is a gorgeous
               woman masturbating on my bed.

     The guys watch, completely blown away.  Nadia's lost
     herself.

                         KEVIN
               You know, Jim...you could go back
               there...and...

                         FINCH
                   (nodding)
               Seduce her.

                         JIM
               But, but -- what would I do?

                         KEVIN
               Anything!  Just tell her it looks like
               she needs an extra hand or something.

                         JIM
               That's stupid.

                         KEVIN
               No, you're stupid.  Get going!  Right
               now!  She's primed!

                         JIM
               Oh...oh...oh, shit!

     He BOLTS across the room.

     EXT. KEVIN'S HOUSE - DAY

     Jim sprints across the lawn.

     EXT. STREET - DAY - CONTINUING

     Jim leaps over a row of bushes.  Wipes out.  Gets up and
     keeps running.

     INT. JIM'S HOUSE - DAY - CONTINUING

     Jim crashes into the house and runs past his bewildered
     parents.

                         JIM
               Hey mom hey dad!

     He rushes up the stairs.  Jim's Dad looks hopeful.

     INT. JIM'S HOUSE - HALLWAY - CONTINUING

     Jim stops outside his door, catching his breath.  He can
     hear FAINT MOANING from inside.  He's hesitating.

                         JIM
               Oh boy oh God oh crap oh no.

     INT. KEVIN'S BEDROOM - DAY - SAME TIME

                         KEVIN
               Come on, Jim.  Where are you?

     The PHONE RINGS.  Kevin answers.

                         KEVIN (cont'd)
                   (into phone)
               Hello?  Hey Sherman...what?!  How did
               you know?

     INT. SHERMAN'S HOUSE - CONTINUING

     Sherman sits in front of a computer.

                         SHERMAN
                   (into phone)
               Jim must've addressed that E-mail
               wrong.  It went out to every mailbox
               in the East High directory.  God, how
               juvenile.

     INT. COMPUTER NERD'S BEDROOM - DAY - SAME TIME

     A COMPUTER NERD, 14, is at his computer.  Watching
     NadiaVision.  Mouth open.  Braces shining.

     INT. BASEMENT - DAY - SAME TIME

     A GROUP OF STONERS log onto the page.  A LITTLE MONKEY
     hops around in a cage.

                         STONER #1
               Whoa.

                         STONER #2
               Kind.

     INT. JIM'S HOUSE - HALLWAY - CONTINUING

     Jim still waits outside his bedroom door.  Takes a deep
     breath.  Looks upwards to the sky.

                         JIM
               Please, God.  Let this be it.

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN
               He's going in!

     INT. ANOTHER BEDROOM - DAY

     We see a bedroom full of GUYS.

                         GUY #1
               There's somebody going in there!

     INT. BASEMENT - DAY - SAME TIME

                         STONER #1
               Hey, that guy's in my trig class.

     INT. JIM'S BEDROOM - DAY

     Jim stands there, bewildered.  Nadia hasn't noticed him,
     eyes closed, still pleasuring herself.  Jim stands there,
     watching, faltering.  Gathers his courage.  Finally, he
     rolls his eyes and says --

                         JIM
               Looks like you could use an extra
               hand.

     Nadia's eyes flash open.

                         NADIA
                   (chastising)
               James!  You have come in here on
               purpose?!

                         JIM
               Well...uh...

                         NADIA
               Shame on you!

                         JIM
               Uh...yeah...sorry.

                         NADIA
               Well.  You have seen me.  Now it is my
               turn to see you.  Strip.

                         JIM
               Strip?

                         NADIA
               Yes, slowly.

     Jim sneaks a nervous glance over to the QuickCam.

                         JIM
               You mean like, strip strip?

                         NADIA
                   (irresistably sexy)
               For me?

     INT. KEVIN'S BEDROOM - DAY - SAME TIME

                         FINCH
               What do you suppose they're saying?

                         KEVIN
               No idea.

     INT. JIM'S BEDROOM - DAY - CONTINUING

     Nadia leans over to Jim's clock radio.  Turns it on.  We
     hear COUNTRY MUSIC.  She flips the dial, and we hear A
     FEW STATIONS FLIP BY.  Then a DRIVING, EURO-TECHNO SONG.

                         NADIA
               Perfect.

     She turns to Jim.

                         JIM
               Uh...

                         NADIA
               Move with the music.

                         JIM
               Um...okay...

     He struts clumsily back and forth.  Takes his shirt off.
     Swings it in a circle around his head...and lets go of
     it, aiming for the QuickCam, where it lands.

                         NADIA
               No, no, you must put your whole body
               into it.

                         JIM
               Nadia, I can't --

                         NADIA
               Can't what?  Do you not want to be
               with me?  I wish to be entertained,
               James.

     Jim nods eagerly.  Concentrates on the music...as we see
     the shirt slide off the camera.  Jim starts writhing to
     the beat.  Like a hyperactive chicken.

     INT. STIFLER'S HOUSE - BROTHER'S BEDROOM - CONTINUING

                         STIFLER
               What the fuck is this?

     INT. SHERMAN'S BEDROOM - CONTINUING

                         SHERMAN
               The horror, the horror.

     INT. JIM'S BEDROOM - DAY - CONTINUING

     Jim is into it now.  Possibly the worst dancer in the
     world.  No rhythm.  No soul.

     INT. BASEMENT - DAY - SAME TIME

                         STONER #2
               God, what a buzzkill.

     INT. GIRL'S BEDROOM - SAME TIME

     A GROUP OF GIRLS watches in amusement.

                         GIRL IN BEDROOM
               Work it, baby!

     The LAUGH and dance mockingly along with Jim.

     INT. JIM'S BEDROOM - DAY - CONTINUING

     Jim tugs off his pants, dancing and tripping on them.

                         NADIA
                   (turned on)
               More sexy, Jim, more sexy.

     Jim is clearly excited by Nadia's prodding.  He does some
     pathetically ridiculous move with his pants, sliding them
     around his chest and neck.

     INT. GIRL'S BEDROOM - CONTINUING

     A GROUP OF GIRLS is watching.

                         DISINTERESTED GIRL
               He's no Paul Finch.

     INT. KEVIN'S BEDROOM - DAY - SAME TIME

     Kevin and Finch are now completely sickened.

                         FINCH
               This is truly revolting.

     INT. JIM'S BEDROOM - DAY - CONTINUING

     Jim is straddled over a chair, grinding against the chair
     back, in his boxers and shorts.

                         NADIA
                   (getting really turned on)
               More, more, you bad boy!

     Jim starts spanking his ass as he gyrates.

     INT. ANOTHER BEDROOM - DAY - SAME TIME

     The guys are all trying not to watch, yet still drawn to
     the computer.

                         GUY #1
               Ugh...God...

     INT. JIM'S COMPUTER - DAY - CONTINUING

                         NADIA
               Now!  Hames, come to me.

                         JIM
               Oh yeah!

     Jim dances over to her.  She pulls him onto the bed.
     Kisses his neck.  Takes his hand.  Places it on her
     thigh.

                         NADIA
               Be gentle.

     Jim GULPS.

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN
               Ho-lee shit.

     INT. STIFLER'S HOUSE - BROTHER'S BEDROOM - DAY - SAME TIME

                         STIFLER
               This just got a hell of a lot better.

     INT. JIM'S BEDROOM - DAY

     Jim's hand wanders up Nadia's leg.  She does the same to
     him.  Blows in his ear.  Her hand is about to enter his
     shorts.

     And Jim is done.  Bang.  That's it.

     He looks down at himself in terror.  Nadia sees.  Backs
     away.

                         NADIA
               Jim...

                         JIM
               Oh no.

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN
               Oh no.

     INT. BASEMENT - DAY - SAME TIME

     The stoners look...well, stoned.

                         STONER #1
               Bummer.

     INT. GIRL'S BEDROOM - SAME TIME

     The girls are LAUGHING HYSTERICALLY.

     INT. STIFLER'S HOUSE - BROTHER'S BEDROOM - DAY

                         STIFLER'S BROTHER
               What happened?!  What happened?!

                         STIFLER
               He blew it.  Literally.

     INT. JIM'S BEDROOM - DAY

     Nadia is getting dressed.

                         NADIA
               You are done, James.  Perhaps I should
               be going now.

                         JIM
               No, no, I'm not done!  I've got
               reserves!  Nadia, please please
               please.  I'm begging you.

     She sees the desperation in his eyes.  Thinks about it.
     Smiles.

                         NADIA
               I do like your dirty magazines.

     Jim digs into the stack of pornos.  Grabs SHAVED.

                         JIM
               Did you see this?  This is your more
               exotic dirty magazine.

                         NADIA
               Yes...James, it is knowing that these
               beautiful women arouse you that
               arouses me...

                         JIM
               Oh yes.  Very arousing women.  They
               arouse me very much.  But not as
               arousing as you.

     She goes for this line.  Gives in.

                         NADIA
               Oh Jim...

     She grabs him.  Starts caressing his body.

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN/FINCH
               Yes!!

     INT. BASEMENT - DAY - SAME TIME

                         STONER #1
               Alright, dude!

     INT. ANOTHER BEDROOM - DAY

                         GUY #1
               He's re-engaging!

     A CHEER goes up as the guys CELEBRATE.

     INT. JIM'S BEDROOM - DAY

     Groping.  They're tangled in each other.  Nadia backs off
     for a moment.  Slowly, teasing, she hooks her thumbs in
     the sides of her panties.  Starts sliding them down.

                         NADIA
               So, "shaved" is the expression?

     CLOSE UP on Jim as his eyes bug out.  Yep, it is, and she
     is.

                         JIM
                   (mutters)
               Holy shit.

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN
               Holy shit!

     INT. ANOTHER BEDROOM - DAY

                         ALL THE GUYS
                   (unison)
               HOLY SHIT!

     INT. JIM'S BEDROOM - DAY

     Jim is stuck.  Staring at Nadia.  She moves towards him.
     Nadia is inches from his face.

                         NADIA
               Touch me Jim...here.

     Jim is trembling, straining with himself.  A shudder runs
     through him.

     And it's over, again.

     INT. GIRL'S BEDROOM - CONTINUING

     The girls are LAUGHING again.

                         GIRLS
               Again?

     INT. KEVIN'S BEDROOM - DAY

                         KEVIN
               Not again.

     INT. JIM'S BEDROOM - DAY

                         JIM
               No, not again.

                         NADIA
                   (sighs)
               I am sorry, Jim.  I suppose we will
               not be doing any studying now.

                         JIM
               No!  I've got...reserve reserves!

     Nadia starts getting dressed.  Jim is whimpering.

                         NADIA
               It is too bad.  I was at first hoping
               you would ask me to the prom.  But...

     She gathers her things.  Eyes Jim over.

                         NADIA (cont'd)
               You should change your shorts.

                         JIM
               ...okay.

     Jim is stunned.  Ruined.  Nadia exits.  CLOSE on Jim's
     tormented face as we hear...

                         COMPUTER VOICE
               "You have lost your internet
               connection.  Click 'okay' to
               reconnect."

     EXT. EAST GREAT FALLS HIGH - COURTYARD - DAY

     Jim is walking through the courtyard, a bit dazed.  A
     COUPLE GIRLS pass by him, giggling.  He trudges
     along...noticing a CLIQUE OF GIRLS staring at him as he
     passes by...and Stoner #1 giving him a peace sign...and
     the Computer Nerd staring at him like a celebrity......
     Jim's pace slows.  He hears a SNICKER behind him...he
     slows even more, taking very careful steps...as he sees a
     GIRL doing a really strange dance -- and his eyes pop out
     as he sees that, yes, it's his dance.  He stops.  ALMOST
     EVERYONE is staring at him.  Jim pulls his coat up over
     his face and hurries off into the school, like a fugitive
     avoiding the media.  People APPLAUD and LAUGH.

     INT. EAST GREAT FALLS HIGH - MAIN HALLWAY - DAY

     Kevin and Oz catch up to Jim.  Here and there, people
     still give Jim funny looks.

                         KEVIN
               Hey, minuteman.

                         JIM
               Shut up.  You're supposed to be
               supportive.

                         OZ
               You've still got a chance with Nadia,
               right?

                         JIM
               No.  Her sponsors here saw the thing
               on the net.  I don't think they liked
               it.

                         KEVIN
               How do you know that?

                         JIM
               She's already on a plane back home.

     Kevin winces.

                         JIM (cont'd)
               You know, maybe I'm just not good with
               girls, period.  Like I was born
               without that part of the brain.  I
               mean, I can't talk to girls.  And when
               I do talk to them, I screw it up.

                         KEVIN
               Yeah?  Well come prom night, those
               excuses aren't going to do you much
               good.

                         JIM
               Jesus, Kevin, rub it in.

     A nearby OLD JANITOR starts GUFFAWING at Jim as he walks
     by.

     INT. EAST GREAT FALLS HIGH - CLASSROOM - DAY

     Jim sits, waiting for class to start.  Miserable.  Some
     students are obviously talking about him in the
     background.  Others study and chat.

     Next to Jim is Michelle -- the reject, band dork that
     we've seen earlier.  She's got a flute case on her desk.
     She's blabbering to Jim.  The kind of blabbering where
     every other sentence sounds like a question, even though
     it isn't.

                         MICHELLE
               And so, one time?  I was at band camp?
               And we weren't supposed to have pillow
               fights?  But we had a pillow fight!
               And it was so much fun!

     Jim couldn't care.

                         MICHELLE (cont'd)
               And one time, we all lost our music?
               And we were supposed to play this
               song?  But we didn't know it.  So we
               just made it up!  And we kept playing
               and playing but the conductor didn't
               know what we were doing and it was so
               funny!

     Jim looks wistfully over at Nadia's empty desk.

                         MICHELLE (cont'd)
               So you're pissed about something, huh?
               You know what I do when I'm angry?  I
               just play some Bach on my flute.  It's
               so relaxing.  I learned to do that at
               band camp.

     Jim perks up the slightest bit.

                         JIM
               Hold on.  You have no idea why I'm
               angry?

                         MICHELLE
               Is it because we have a test tomorrow?
               Sometimes I get cranky when I know I
               have a big test to study for.

                         JIM
               Yeah, that's pretty much it.

                         MICHELLE
               I thought so.  Because, one time?  I
               was at this --

                         JIM
                   (interrupting)
               What was your name again?

                         MICHELLE
               Michelle.

                         JIM
               Okay.  Michelle, do you want to be my
               date for the prom?

                         MICHELLE
               Really?  You seriously want to go with
               me?

                         JIM
                   (so forced)
               Yes.  Seriously.

                         MICHELLE
               Are we going to Steve Stifler's party
               afterwards?  That would be so cool.

                         JIM
               Whatever you want.

                         MICHELLE
               Cool!  We're gonna have so much fun!
               It's like this one time, at band
               camp...

     INT. EAST GREAT FALLS HIGH - HALLWAY - A LITTLE LATER

     Heather is walking down the hall.  She turns to go into
     the Little Auditorium -- and through the window in the
     door she sees Oz.  She stops.

     Oz is singing, working through the solo.  Determined to
     get it right.  He bounces his lacrosse ball off the
     floor, in rhythm, keeping time.  There's one point that
     he keeps getting stuck at and going back over.  Heather
     watches this, softening as she sees that Oz is actually
     putting his heart into it.  Finally he's frustrated --

                         OZ
               Dammit!

     He whips the lacrosse ball at the wall.  Heather recoils,
     still watching, unseen by Oz.  After a moment, Oz cools
     off.  He gets the ball, and diligently starts up again.
     Heather is impressed.

     INT. VICKY'S BEDROOM - DAY

     Vicky is doing calculus homework, as Kevin looks on,
     rubbing her shoulders.

                         KEVIN
               You're not doing the extra credit
               problems.

                         VICKY
               No, I'm not.  I'm writing a sequence
               of random numbers that look like I'm
               doing the extra credit problems.  Mr.
               Bender doesn't bother to check
               homework past April.

                         KEVIN
               That's my trick!

                         VICKY
               It's everyone's trick, Kevin.
                   (she turns to him)
               But I did pick it up from you.

     She gives him a little kiss on his hand, continuing with
     her work.  Kevin keeps rubbing her back, more serious.

                         KEVIN
               We've come a long way since
               Homecoming.

                         VICKY
                   (playful)
               Yeah, we have.  You corrupted my four-
               point into a three-nine-five.

                         KEVIN
               Indeed I did.  But, our relationship.
               It's progressed a lot.  It's time for
               us to...express ourselves in new ways.

     Vicky stops working and turns, sitting up on the desk,
     facing him.  Her mood has shifted, more romantic.

                         VICKY
               Like how?

                         KEVIN
               Well, I feel that...things are getting
               to that point in a relationship.
               When two people share...a special
               moment between them.

                         VICKY
               I think you're so right, Kevin.

                         KEVIN
                   (pause)
               You want to do it?

                         VICKY
               Yes --

     She takes his hand.  Readies herself, and declares.

                         VICKY (CONT'D)
               I love you.

     Kevin falters.  This is definitely not what he was
     expecting.  He's caught.  Trying to formulate a response.

                         VICKY (CONT'D)
               Kevin?  Do you not love me?

                         KEVIN
               No, I don't not love you.  I like, I
               know that we've definitely got
               something between us.  Something good.
               Something special.

                         VICKY
               But you don't love me.

                         KEVIN
               I didn't say that.  I mean, love, it's
               like a term that gets thrown around.
               People say things, they get married,
               have kids, and then what?  It's like
               they call it off, going "I was wrong."

     A beat.  Vicky seems to know where he's coming from.

                         VICKY
               Kevin...you're not your dad.  The two
               of us, we're not your parents.

                         KEVIN
               I know, Vick.  I'm just not ready yet,
               okay?

                         VICKY
               Okay.

     INT. SUBWAY - NIGHT

     Oz is closing up the store.  He looks up to see Heather
     at the door.  Oz goes and opens it, surprised,
     embarrassed.  The air is awkward between them.

                         HEATHER
               Hi...

                         OZ
               How did you know I was here?

                         HEATHER
               Stifler told me.

                         OZ
               You talked to Stifler?

                         HEATHER
               Well...I needed to find you.  We are
               gonna have to practice that song.

                         OZ
               ...okay.  Cool then.  I'm um, I'm glad
               you came by.  I mean, really.

     She smiles.  Oz lets her in.

                         HEATHER
               So you like, work nights?

     An uncomfortable moment for Oz.

                         OZ
               Uh...my dad's the manager.

                         HEATHER
               Really?  Cool.  Tell him his subs are
               great.

                         OZ
               Ah, he's always too heavy on the
               vinegar.  If you really want a good
               one, you gotta let me make it.

     INT. SUBWAY - NIGHT - MOMENTS LATER

     Oz is behind the counter.  Heather walks down the other
     side as Oz assembles a sub.

                         OZ
               My dad's always here running the
               store, busy and stuff...and I fill in
               once a week so he can get a night off.

                         HEATHER
                   (pause)
               That's nice.

                         OZ
                   (shrugs)
               So you're going to Michigan?

                         HEATHER
               Yeah, well my parents wanted me to go
               to Northwestern.  I didn't want to
               write all those extra essays they make
               you do -- I mean, how am I supposed to
               know what my "most emotionally
               significant moment" was?  So when my U
               of M acceptance came in December, I
               said the hell with it.

                         OZ
               Onions?

                         HEATHER
               What?

                         OZ
               You want onions?

                         HEATHER
               Oh, yeah.  So what're you gonna major
               in?

                         OZ
               Well, State's got a good business
               school.  And I can probably walk onto
               the lacrosse team.  Green peppers?

                         HEATHER
               Yeah.  So wow, you've got it figured
               out.

                         OZ
                   (dismissive)
               Well, I mean, business is okay, and
               lacrosse is awesome, but what am I
               gonna be, a pro lacrosse player?  I
               really have no idea.

                         HEATHER
               Oh thank God, I thought I was the only
               one.

                         OZ
               Well, you're not.  Oil and vinegar?

                         HEATHER
               Yeah.  You know, people are always
               like, "What're you gonna major in?"
               And I don't know.  And they're like,
               "You'll figure it out."  Yeah?  When?

                         OZ
               I know.  Salt and pepper?

                         HEATHER
               Sure.

     Oz cuts the sub in half with a flourish and puts it on a
     tray.

                         HEATHER (CONT'D)
               So we're gonna be close next year?

                         OZ
               You -- oh, you mean -- yeah, East
               Lansing and Ann Arbor.

                         HEATHER
                   (smiles)
               ...yeah.

     A beat...a little uncomfortable, but nice.

                         OZ
               Wanna swap your chips for cookies?

     EXT. SUBWAY - NIGHT - LATER

     The remains of a couple subs are on a table.  Oz and
     Heather are doing their song...it's rough, but they're
     working through it.  And when they're in sync, they sound
     really good together.  We SLOWLY PULL BACK as they sing
     into the night.

     INT. EAST GREAT FALLS HIGH - MURAL STAIRCASE - DAY

     A GIRL HOLDING OUT FOR FINCH talks to Stifler.

                         GIRL HOLDING OUT FOR FINCH
               I'm sorry, I really can't go with
               you...I'm holding out for someone
               else.

                         STIFLER
               You gotta be fucking kidding.

                         GIRL HOLDING OUT FOR FINCH
               I know it's a long shot, but I figure
               Paul Finch might ask me.

                         STIFLER
               FINCH?  SHITBREAK?!!

                         GIRL HOLDING OUT FOR FINCH
               Oh gosh, I forgot -- you uh, you look
               okay...I mean you can't even tell...

     Flustered, she heads down the stairs.  Stifler, entirely
     confused, heads off into the second floor.  As the Girl
     Holding Out For Finch descends, Kevin catches up with
     her.

                         KEVIN
               Hey...what was that all about?

                         GIRL HOLDING OUT FOR FINCH
               He's still embarrassed because Finch
               kicked his ass.  Knocked out a tooth,
               but you can't see it.

                         KEVIN
               Right, and who told you that?

     EXT. EAST GREAT FALLS HIGH - COURTYARD - DAY

     Kevin is talking to GRETA.  She points offscreen.

     INT. EAST GREAT FALLS HIGH - LIBRARY - DAY

     Kevin is talking to SOME CHICK.  Taking notes.

     INT. EAST GREAT FALLS HIGH - OUTDOOR MURAL - DAY

     Kevin is talking to YET ANOTHER GIRL.  We see that his
     notepad is a spiderweb of girl's names, all interlinked
     with arrows.  They all point to one girl's name in the
     center of the page -- Jessica.

     INT. EAST GREAT FALLS HIGH - CAFETERIA - DAY

     Kevin follows Jessica down the cafeteria line.

                         JESSICA
               No comment.

                         KEVIN
               No comment?!  Are you kidding me?!
               I've never seen someone's image change
               so...so drastically!

                         JESSICA
               Thanks.  It was my idea.

                         KEVIN
               Did you guys hook up or something?

                         JESSICA
               Are you kidding?  No.

                         KEVIN
               Then what the hell are you talking
               about?

                         JESSICA
               Well...I guess it's okay for me to
               tell you now.  That reputation of his
               isn't going anywhere.
                   (then)
               Finch comes to me and says, "Jessica,
               I need help with this, blah blah,
               etcetera."  So I told him, pay me two-
               hundred bucks, and I'll tell a couple
               girls that you're dynamite in bed.  So
               he did, and I did.

                         KEVIN
               I don't get it, that really works?

                         JESSICA
               Duh.  Of course.  Naturally, I
               embellished a little bit.  Hey, did
               you hear that Finch had sex with an
               older woman?

     Kevin is speechless.

                         JESSICA (CONT'D)
               No?  Damn, that one was my favorite.

     INT. EAST GREAT FALLS HIGH - GUY'S SHOWERS/LOCKER ROOM - DAY

     Toweled guys exit the steamy showers, doing a macho GREAT
     FALLS LACROSSE CHANT.  They exit frame, and we remain on
     the showers, to hear --

                         OZ
                   (singing happily)
               ...I needed the shelter of someone's
               arms...there you were -- woo-hoo-
               hoo...

     He exits in a towel and goes to his locker, next to
     Stifler.

                         OZ (CONT'D)
                   (still singing)
               ...I needed someone to understand my
               ups and my downs, oh baby there you
               were...

     Stifler is staring at Oz, horrified.

                         STIFLER
               Oh my fucking God.  You're gay.

                         OZ
                   (cheery)
               Come on, you know the words, sing
               along.

                         STIFLER
               No thanks, you've been singing that
               shit all week.  If you try that at MSU
               this Saturday, I'm pretending I don't
               know you.

     Oz stops.

                         OZ
               Our last game is this Saturday.

                         STIFLER
               No shit.

     EXT. EAST GREAT FALLS HIGH - COURTYARD, A BENCH - LATER

     Heather is studying outside.  Oz stands before her,
     breathless, his hair still wet.

                         OZ
               ...I've got this lacrosse game.  It's
               really important, it's our last game.
               And you know, Central almost beat us
               last time, so I really want to kick
               their ass, and it's like cool because
               we're gonna get to play at State,
               which means that after the game I
               might be able to stop by...

                         HEATHER
                   (pause)
               You can't sing at the competition.

                         OZ
               I'm sorry, I totally spaced.  I
               just...I didn't realize it...

                         HEATHER
                   (upset but trying to be cool)
               ...it's okay, you should do whatever
               makes you happy.

                         OZ
               Alright...yeah...thanks for
               understanding.
                   (a beat)
               So I guess...I'll see you later.

     An uncomfortable moment.  Oz walks off.  Heather looks
     let down.

     EXT. EAST GREAT FALLS HIGH - ENTRANCE TO SENIOR LOCKERS - DAY

     Kevin is at his locker, getting ready for class.  Stifler
     comes running up with a wicked grin on his face.

                         STIFLER
               Kevin!  You seen Shitbreak lately?

                         KEVIN
                   (immediately sensing danger)
               Oh no, Stifler, what did you do?

                         STIFLER
               Me?  Nothing.  I'm the one whose ass
               he kicked.
                   (off Kevin's look)
               I'll tell you one thing, though.  I
               don't think he's gonna have a problem
               shitting in school anymore.

     Stifler pulls out an empty bottle of PRESCRIPTION
     LAXATIVE, maniacally LAUGHING.

     INT. EAST GREAT FALLS HIGH - CAFETERIA - DAY

     Finch is sitting at a table, reading his paper.  Kevin
     comes tearing around the corner and runs up to him.

                         KEVIN
               Finch!  Get to the bathroom!  Now!

                         FINCH
               Easy, tiger.  What's in there?

                         KEVIN
               Just go!

                         FINCH
               Why is this?

                         KEVIN
               You're gonna shit your pants!

                         FINCH
               Charming.

                         KEVIN
               Finch, listen -- Stifler slipped some
               sort of laxative in your Mocash-chino
               or whatever.  It's fast acting.  I
               mean really fast.

                         FINCH
               First of all, it's Mochaccino, and
               secondly...Oohhhh!

     Finch jumps up and sprints down the hallway.

     INT. EAST GREAT FALLS HIGH - MAIN HALL - CONTINUING

     We FOLLOW with Finch.  We see Stifler down the hall,
     holding open the bathroom door like a pleasant doorman.

                         STIFLER
               This way, sit.

     Finch darts into the bathroom.  Stifler LAUGHS
     hysterically.

     INT. EAST GREAT FALLS HIGH - BATHROOM - DAY

     Finch leaps into a stall and slams the door behind him.

     INT. EAST GREAT FALLS HIGH - BATHROOM STALL - DAY

     Finch has stopped.  He's staring down at the toilet.  It
     looks entirely uninviting.  But he's straining,
     struggling, starting to dance around, moaning as he
     cramps up.

     He grabs a length of toilet paper and lines the seat with
     it.  Then another, and another.  Sweat drips off his
     forehead.

                         FINCH
               Come on come on come on...

     He's got the seat lined with at least three layers of
     toilet paper.  Notices a spot where there's still bare
     toilet seat.  He tears off one square of toilet paper,
     placing it on the spot.  He steps back and looks it over,
     still wriggling to contain his bowels.

                         FINCH (CONT'D)
               Okay.  You can do this.

     He unbuckles his pants.  Sits down -- just as we hear
     someone enter the bathroom.  Finch, still restraining,
     listens for a moment...only to hear the CLICK-CLICK-CLICK
     of heels.

     INT. EAST GREAT FALLS HIGH - MAIN HALL - DAY

     The bathroom door swings closed to reveal the universal
     symbol for "Women."  Stifler is there, LAUGHING even
     harder.

     INT. EAST GREAT FALLS HIGH - BATHROOM STALL - DAY

     Finch is terrified.  Through the crack between the stall
     door and the frame, Finch catches glimpses of bright
     colored skirts and dresses.  He grits his teeth,
     straining.

     And a GURGLE comes from Finch's stomach.  His eyes bulge.

     INT. EAST GREAT FALLS HIGH - BATHROOM - DAY

     A GROUP OF GIRLS is at the mirror, including the Girl
     Holding Out for Finch, fixing their hair.

                         GIRL HOLDING OUT FOR FINCH
               You know it's just gonna be some
               crappy band and stupid decorations.

                         GIRL #2
               You're just saying that cause prom's a
               week away and you don't have a date.

                         GIRL HOLDING OUT FOR FINCH
               No, I don't want a date...
                   (increasingly dreamy)
               Finch is going stag...and so am
               I...the guy is like so...debonair.

     INT. EAST GREAT FALLS HIGH - BATHROOM STALL - DAY

     Finch is in hell.  Desperately trying not to shit.
     Holding it in for all he's worth.

     INT. BATHROOM - DAY

                         GIRL #2
               Do you think that "older woman" thing
               is true?

                         GIRL #3
               Of course, it was Stifler's mom.

     INT. EAST GREAT FALLS HIGH - BATHROOM STALL - DAY

     Pure agony.  Finch is sweating badly.  Every muscle in
     his body is tensed.  Tears stream from his fiercely shut
     eyes.

     A gastric RUMBLING.  Finch's eyes flash open in terror.

     INT. EAST GREAT FALLS HIGH - BATHROOM - DAY

     We hear another, deeper RUMBLING.  Girl #2 turns to her
     friend in surprise.

                         GIRL #2
               Joanie, was that you?

     INT. EAST GREAT FALLS HIGH - BATHROOM STALL - DAY

     Finch is struggling.  Rocking back and forth.  But it's
     no use.  He's at his limit.

                         FINCH
               Aaaaaaarrrgghhhh!

     INT. EAST GREAT FALLS HIGH - BATHROOM - DAY

     The girls at the mirror freeze -- and we hear what can
     only be the SOUND OF DIARRHEA exploding into a toilet
     bowl.

     The girls run out SCREAMING and LAUGHING.

     INT. EAST GREAT FALLS HIGH - BATHROOM - DAY - MOMENTS LATER

     Finch exits the stall with trepidation, pulling up his
     pants.  Slowly, slinking, he approaches the door.  Grabs
     the handle.  Composes himself.  And like nothing ever
     happened, he opens it.

     INT. EAST GREAT FALLS HIGH - MAIN HALL - DAY

     Finch comes out of the bathroom.  Stops.  His eyes
     register complete disbelief.

     A SEMI-CIRCLE OF GIRLS, including the ones we have seen
     gossiping about him, has crowded around the door.  All
     staring at him with complete repugnance, open-mouthed.

                                                       DISSOLVE TO:

     EXT. LACROSSE FIELD (MSU) - DAY

     Oz is playing in the final lacrosse game.  The team
     scores -- they're beating Central.  Everyone cheers,
     except Oz.  We see Jim and Kevin in the stands, CHEERING.

     EXT. MUSIC HALL (MSU) - DAY

     Establishing.  The campus of Michigan State University.
     Students pass in front of an older, impressive university
     building.

     A sign out front reads, "MICHIGAN STATEWIDE VOCAL
     COMPETITION."

     INT. BACKSTAGE (MSU) - DAY

     Heather and the rest of the vocal jazz group are behind
     the curtain.

     They all wear flashy, borderline cool outfits.  Heather
     looks worried, lost.  Looking to the door, as if Oz might
     come running in.

                         VOCAL JAZZ TEACHER
               Okay.  Albert, you ready?

     ALBERT steps next to Heather.  He's kind of funny-
     looking, with an overly-suave attitude that comes off as
     plain weird.

                         ALBERT
               No problemo.

     He SINGS a couple lines.  Way too melodramatic and
     cheesy.  Heather looks trapped.

     EXT. LACROSSE FIELD (MSU) - DAY

     A scoreboard shows that East is leading by five goals.
     Oz is running up the field, towards the goal, cradling
     the ball in his stick.  He seems to have a good lead.
     Suddenly he is tumbling, falling, losing the ball.
     Someone has checked him.  He lays stunned on the ground,
     as Stifler recovers the ball and scores.

     The players run back to the sidelines to reset for the
     face-off, and gather around the coach.

                         COACH MARSHALL
               Alright!  Good hustle, guys, but we
               can still lose.  You all saw what
               happened to Oz out there.  I don't
               ever want to see you guys thinking
               you're gonna score.  You don't score
               until you score, period.

     The team is getting into it.  Shouts of "Hell yeah!"  But
     Oz's got a quizzical look on his face.

     INT. BACKSTAGE (MSU) - DAY

     Heather waits with the group to go onstage.  Albert paces
     like a Shakespearean actor, psyching himself.

                         ALBERT
               Focus on the music.  Think melody.
               Let the music be my guide.

                         HEATHER
               That would be a start.

     EXT. LACROSSE FIELD (MSU) - DAY

     Oz shows some emotion peeking through.  Confused.

                         COACH MARSHALL
               It all boils down to today.  For you
               seniors, this marks the culmination of
               your past four years.  Think of what
               that means to you.  Are you guys gonna
               look back on your days at East and
               know that you made the most of the
               time you had?

     A wave of realization washes over Oz.  He stands up tall.

                         COACH MARSHALL (cont'd)
               Now that's the attitude, Ostreicher!

     Oz collects himself.  Takes a deep breath.

                         OZ
               Good luck, guys.

     he sets his lacrosse stick down and starts to leave.

                         COACH MARSHALL
               Christ!  I didn't say you were out of
               the game!

                         OZ
               Sorry, coach.

                         COACH MARSHALL
               What the fuck is this?  You got
               someplace more important to be?

     Coach Marshall is fuming.  The entire team is staring at
     Oz.

                         OZ
               Yeah.

     He runs off.

     ANGLE ON JIM AND KEVIN IN THE STANDS

     A beat of confusion.  Then they stand up.

     EXT. MSU CAMPUS - DAY

     Oz runs through a gate.

     INT. BACKSTAGE - DAY

     The vocal jazz group is on their feet, lined up, waiting
     to go onstage.  Oz bursts into the room, still in his
     lacrosse gear.

                         VOCAL JAZZ GUYS
               Oz -- You're back -- Yeah --

                         ALBERT
               -- Oh, great.

     Oz rushes up to Heather.  She's happy but confused.

                         HEATHER
               What about the game?!

                         OZ
               I'm not playing.

                         HEATHER
               You're missing the game for us?!

                         OZ
               No.  I'm missing the game for you.

     Heather melts.  Oz pulls her close.  And they kiss.

                         VOCAL JAZZ TEACHER
               Okay, okay.  You guys got about a
               minute to go.  Spend it warming up,
               not making out.  This ain't the prom
               yet.

     Oz and Heather share a smile.

     INT. MUSIC HALL STAGE - DAY

     The vocal jazz group is belting their hearts out, singing
     "How Sweet It Is."  Oz sings with them now in his vocal
     jazz outfit...we TILT DOWN to see he's still wearing his
     cleats.  He and Heather sound great, backed by the vocal
     jazz group.  They sail through their duet, join hands,
     and finish perfectly.  The audience APPLAUDS with
     enthusiasm -- and we Kevin and Jim, WHOOPING AND
     CLAPPING, loving it, like they're at a rock concert.

                         JIM
               Yeeeeeeeaaaawwwwww!

                         KEVIN
                   (gives that "You rock!" hand
                    sign)
               You fuckin' rule!

     INT. EAST GREAT FALLS - CLASSROOM - DAY

     Class has just ended, students are filing out of the
     classroom.  A teacher grades papers in the back of the
     room, routinely writing "A, A-, A, A-" on each paper.
     Vicky is studying a pull-down map hanging over the
     chalkboard.  Kevin comes up next to her.

                         KEVIN
               Hey...

                         VICKY
               Did you know that it's...450 miles
               from Ann Arbor to Nashville?

                         KEVIN
               It's like a six or seven hour drive.
               That's easy, I don't mind driving.

     A beat.  Kevin looks back over his shoulder to the
     inattentive teacher.  Moves closer to Vicky.

                         KEVIN (CONT'D)
               About the other day...I've been
               thinking.

                         VICKY
               So have I.  And I know you want to
               make things perfect for me.  And I
               understand that you really wouldn't
               tell me that until you were 100%
               comfortable with it.

     Vicky looks over to the teacher, who COUGHS.  She steps
     closer.  Kevin, somewhat nervous, takes the bottom of the
     map, fidgeting with it a little.

                         VICKY (CONT'D)
               And I want to make things perfect for
               you.  You're right, Kev, we do have
               something good...and special.

                         KEVIN
               Yeah, we have something great, Vick.

                         VICKY
               Kevin...
                   (very close, whispered)
               I want to have sex with you.

     The map goes FLAPPING upwards.  The teacher looks up.

                         KEVIN
                   (almost frightened)
               Now?!

                         VICKY
               No...I know the perfect time...

     She looks to the calendar on the wall...and taps next
     Saturday -- "Prom."  Kevin can't believe it...MUSIC UP
     for PRE-PROM MONTAGE --

     INT. TUXEDO LAND - DAY

     Jim is trying on a tux.  he shrugs, like it fits well
     enough.

     He turns to see Oz trying on his -- Oz is fidgeting,
     trying on different ties, vests, shoes, very sincere and
     focused.

     INT. VICKY'S BEDROOM - DAY

     Vicky is trying on a rather elegant dress, looking to
     Jessica for support, showing it off.  Jessica jokingly
     does the same, showing off her shorts and T-shirt, as if
     she could care.

     INT. EAST GREAT FALLS HIGH - COURTYARD - DAY

     Finch sits alone.  Not like alone.  More like Forrest
     Gump.

     INT. TUXEDO LAND - DAY

     Jim is paying for his tux.  We see Oz trying to decide on
     a cumberbund.  There are about ten of them scattered
     around him that he's already tried.  In the background,
     an ATTENDANT looks impatient.

     EXT. EAST GREAT FALLS HIGH - COURTYARD - DAY

     Finch still sits.  His head is cocked at a different
     angle.

     INT. JIM'S HOUSE - LIVING ROOM - DAY

     Jim's dad fixes Jim's bow tie.

     INT. KEVIN'S BEDROOM - NIGHT (END MONTAGE)

     Kevin is in his tux.  He's staring at himself in the
     mirror.

     EXT. EAST GREAT FALLS HIGH - NIGHT

     The parking lot is full.  VARIOUS FORMALLY DRESSED
     STUDENTS make their way into the school.  One group piles
     out of a stretch limo.  We see a STEALTHY STUDENT slip a
     bottle of liquor into his tux.  A FLUSTERED GUY struggles
     to re-attach his date's corsage.

     This is the prom.

     INT. EAST GREAT FALLS HIGH - GYM - NIGHT

     The gym is decorated in a clashingly festive manner.
     Like a combination of Mardi Gras, New Year's Eve, and
     somebody's bar mitzvah.  A CRAPPY BAND plays CRAPPY
     IMITATION ROCK MUSIC.

     Most students mill about, talking, generally bored.  The
     only people who are enjoying themselves are the OBVIOUSLY
     DRUNK STUDENTS, slam-dancing with the obviously drunk
     Stifler in a corner.  CHAPERONE PARENTS try to calm them
     down, futilely.

     The band breaks into a CHEESY BALLAD.  Couples lock
     together and sway back and forth like zombies.

     ANGLE ON JIM AND MICHELLE

     They're dancing at arm's length.  Jim is not enthused.

                         MICHELLE
               You know, at band camp?  We have
               dances like this.  Only they're way
               funner.  Don't you think prom is just
               highly overrated?

                         JIM
               Highly, highly overrated.

     ANGLE ON KEVIN AND VICKY

     They dance.  Both looking a little nervous.  Anxious.

     ANGLE ON OZ AND HEATHER

     Dancing much slower than anyone else.  Tight embrace.
     Heather's got her head on his shoulder, eyes closed.

     ANGLE ON STIFLER

     Dancing with the Girl Holding out For Finch.

     INT. EAST GREAT FALLS HIGH - A CORNER OF THE GYM - NIGHT

     Kevin, Oz, Jim, and Finch are hanging out.  Finch is
     drunk.

                         FINCH
               Okay.  I'm here for your dumb...dumb
               meeting.

     Sherman passes by.

                         SHERMAN
               I'm on the offensive, boys.  The
               Sherman Tank is going back in.

     The guys are impassive.  Sherman indicates the Central
     Girl nearby.

                         SHERMAN (CONT'D)
               Locked on target, flying in stealth
               mode under enemy sex radar.  Ready to
               drop the payload...again.

     Sherman confidently walks off.

                         KEVIN
               Alright, how do you guys stand?  Well,
               Finch, I know where you are, but you
               can't use that as an excuse.  Jim?

                         JIM
               My date's a flute-toting band dork.
               That answer your question?

                         KEVIN
               Oz, how about you and Heather?  Now
               you guys are a couple or something?

                         OZ
                   (getting ticked)
               Dammit, Kevin, what's with the
               attitude?

                         KEVIN
               Attitude?  Me?  I think that you guys
               should be more enthusiastic.  Shit,
               we've been trying to get laid forever,
               and tonight's the night we've been
               waiting for.  We're in this together.
               Don't back out on me now!

                         JIM
               Back out?  You don't need us to get
               laid.  You afraid or something?

                         KEVIN
               No, but come on guys, we made a pact!

                         OZ
               Kevin, it was just a --

                         KEVIN
               It was a pact.  You break it and there
               are no excuses.  You guys have to --

                         JIM
                   (interrupting, pissed)
               I don't have to do shit!  Forget it
               already!

     Kevin is taken aback.

                         JIM (cont'd)
               I'm tired of all this bullshit
               pressure!  I mean, I've never even had
               sex and already I can't stand it!  I
               hate sex!  I don't want it, I've never
               wanted it, and I'm not gonna sit here
               busting my balls over something that
               just isn't that damn important!  So
               fuck this stupid pact, fuck you, and
               fuck sex!  Now, I'm gonna go hang out
               with that geek over there, 'cause at
               least she's got something else to talk
               about besides sex!  God damn!

     Kevin storms off.  A beat.

                         FINCH
               At least I learned how to shit in
               school.

     Jessica approaches.  She's dressed well, but not
     lavishly.

                         JESSICA
               Hey, Finch.  Wanna dance?

     Finch looks to the guys.  They shrug.  We FOLLOW WITH
     Jessica and Finch as they dance out onto the floor.

                         FINCH
               How come you have no date?

                         JESSICA
               I like to keep my options open.  And
               let me just clarify that you have no
               chance of scoring with me, Finch.

                         FINCH
               No, of course not, don't be
               ridiculous.

     ANGLE ON VICKY AND CENTRAL GIRL

                         VICKY
               So, I guess you and Sherman are pretty
               close.  You met at that party a while
               back?

                         CENTRAL GIRL
               Yeah, we were up the whole night
               together.  We had one of those
               amazingly deep conversations, where
               you really feel like you get to know
               someone.

                         VICKY
                   (nudge, nudge)
               "Deep conversation," huh?  Is that
               what you guys call it?

                         CENTRAL GIRL
               What else would I call it?

     EXT. EAST GREAT FALLS HIGH - NIGHT

     Kevin sits on the steps into the school, depressed.

     INT. EAST GREAT FALLS HIGH - GYM - NIGHT

     The Central Girl has taken over the band's microphone.

                         CENTRAL GIRL
               Excuse me, everyone, sorry to
               interrupt.

     Her voice reverberates throughout the gym.  A couple WOLF-
     WHISTLES.

                         CENTRAL GIRL (cont'd)
               I just wanted to let you all know
               this:  Chuck Sherman is a liar.  I
               never had sex with him.  He's never
               had sex with anyone -- I know because
               he told me.  Once, he tried to screw a
               grapefruit, but that's it.  Oh, and he
               also told me that sometimes when he
               gets nervous he wets his pants.  Thank
               you for your attention.

     Girls around the gym CHEER and APPLAUD.

     ANGLE ON SHERMAN

     Pissing his pants.

     ANGLE ON JIM

     Shocked.  He looks back to Oz, who shares his expression.

     EXT. EAST GREAT FALLS HIGH - NIGHT

     Kevin still sits there.  Jim, Oz, and Finch come out of
     the school.  Slowly they walk up to Kevin.

                         OZ
               ...Guess what?

                         KEVIN
               I don't care.

                         JIM
               Kevin, come on, the bus to Stifler's
               is gonna be here soon.

                         KEVIN
               I'm not going.

     A beat as the guys don't know what to say.  Kevin's
     speech is halting, downbeat.

                         KEVIN (CONT'D)
               This isn't how I wanted things to turn
               out.  Making the pact wasn't just
               about getting laid.  It was about
               doing one last thing with you guys
               before we graduated.  But now I've
               just wasted my last few weeks here
               trying to do what?  I don't even know.
               All I managed to do was fuck up our
               friendship.

     A beat.  Oz shrugs.

                         OZ
               I still think you're okay.

                         JIM
               So do I, Kev.

                         FINCH
               Me too.  For the most part.

                         KEVIN
               Nah.  Fuck, you guys are right, I
               don't know what I'm doing.  I mean I'm
               acting like I've got it all together
               tonight.  But I know Vicky is gonna
               ask me if I love her.  And I don't
               know what I'm gonna say.  So now it's
               like, maybe I'll just wimp out on the
               whole thing.

                         JIM
               Come on man.  Tonight is the night.
               We're finally going to a post-prom
               party on the lake.  We've been waiting
               to do this for the last four years.
               Why else are we still friends with
               Stifler?  You gotta go.

     A beat as Kevin ponders this.

                         OZ
               And by the way, Sherman didn't even
               get laid.

                         KEVIN
               He didn't?

                         FINCH
               Nope.  He pissed himself.

     The guys LAUGH as Kevin is puzzled.  THEY are suddenly
     illuminated by the glare of headlights.  A charter bus
     pulls in front of the school.

                         JIM
               There it is.  I want to grab my bag.
               Oh, and my date.

                         OZ
               Come on, Kevin.  Vicky's looking for
               you.

     Jim holds out a helping hand.  Kevin looks at it.  Grabs
     it, and Jim pulls him up.

     EXT. STIFLER'S COTTAGE - NIGHT

     A beautiful cottage on the shore of Lake Michigan.
     Students are filing out of the charter bus.

     Jim and Michelle are walking up to the cottage.

                         JIM
               Stifler's mom got it in the divorce.

                         MICHELLE
               It reminds me of this one time --
                   (changing thoughts)
               Hey, can I ask you a question?  How
               come you don't have any stories?  I've
               got lots of stories, and you don't
               have any.

                         JIM
               Oh, I've got stories, believe me.
               They're a little more risque than
               tales of Band Camp.

                         MICHELLE
               Are they gross or something, like guy
               stuff?  Tell me.

                         JIM
               Okay.  You want a story?  Here's a
               story.  Stifler finds this beer,
               right?  And...

     INT. STIFLER'S COTTAGE - BEDROOM

     Kevin leads Vicky into the bedroom.  A large bay window
     overlooks moonlit Lake Michigan.

                         KEVIN
               See -- this is the nicest room.

                         VICKY
               Wow, Kev...it's perfect.

     Vicky opens a closet -- to find Stifler's Little Brother
     inside, grinning.

                         STIFLER'S BROTHER
               You guys are gonna fuck, aren't you!?

                         KEVIN
               No!  Get out of here!

                         STIFLER'S BROTHER
                   (running out of the room)
               Fuckers fuckers fuckers fuckers!

     Stiflers brother is gone.  They LAUGH...and Vicky closes
     the door.

     EXT. BEACH - NIGHT

     Oz and Heather are walking down the beach.  Holding
     hands.  Deep in the background, we see kids partying.

                         OZ
               There's something I've been meaning to
               tell you, Heather.

                         HEATHER
               What's that?

                         OZ
               It's gonna sound really bad, but I
               want you to know.

     She nods.  They stop walking.  Oz swipes his feet around
     in the sand.

                         OZ (cont'd)
               See, uh, I'm a virgin.  And me, Kevin,
               Jim, and Finch, we all made this pact.
               That we would...lose our virginity...
               before high school was over.

     Heather is listening.

                         OZ (cont'd)
               And, see, tonight is supposed to be
               the night we all do it.

                         HEATHER
               This isn't the best way to proposition
               me.

                         OZ
               No, that's not what I mean.  I mean --
               look.  You know what made me leave
               that game?  Coach was giving this
               speech, about not slacking off when
               you see the opportunity to score.

                         HEATHER
               This isn't any better, Chris.

                         OZ
               No, see Heather, what I realized is
               that...with you, it's not like I'm
               running towards the goal, trying to
               figure out the best way to score.  And
               this may sound corny, but --

     He takes her hand.

                         OZ (cont'd)
               I feel like I've already won.

     Heather softens, taken off guard.

                         OZ (cont'd)
               And, well, I really care about you.  A
               lot.  And I want you to know that.

                         HEATHER
               Oz, it's okay, I know.

                         OZ
               You called me Oz.

                         HEATHER
               Well, that's what your friends call
               you.  I mean...I feel like I'm one of
               your friends now...and also...your
               girlfriend.

     Oz seems truly touched.

                         OZ
               Dieter.  My middle name is Dieter.

     Heather nods, and speaks pensively.

                         HEATHER
               Hmm.  You know that's
                   (cracking up)
               really a shitty middle name!

                         OZ
                   (laughing)
               I know, it sucks!

     Through their laughter, they kiss.  After a moment, it
     grows more passionate.  Lost in each other.

     INT. STIFLER'S COTTAGE - BASEMENT - NIGHT

     The party rages in the rest of the cottage, but the
     basement is empty.  STIFLER'S MOM sits in the corner,
     smoking a cigarette.  She's as attractive as her photo we
     once saw, but the divorce has replaced her sexy smile
     with a bitter smirk.

     Finch stumbles in.

                         FINCH
               Ah, Stifler's mom!  Thank you for
               letting us have a great party.

                         STIFLER'S MOM
                   (dry)
               As if there were any alternative
               in the matter.  Are you enjoying
               yourself?

                         FINCH
               I'm three sheets to the wind, ma'am!

                         STIFLER'S MOM
                   (deadpan)
               I'm so happy for you.  Takes the edge
               off, doesn't it?  And where might your
               date be?

                         FINCH
               Oh no, no date.  Bathroom incident.

                         STIFLER'S MOM
               Pardon me?

     Finch pauses a moment.  He's got an idea.

                         FINCH
               ...Nevermind.  You have anything to
               drink?

                         STIFLER'S MOM
               I believe the kegs are upstairs.

                         FINCH
               No, no, that's what the cretins drink.
               I mean alcohol, liquor -- good stuff.

     She considers him as she drags off her cigarette.

                         STIFLER'S MOM
               All right, I got some scotch.

                         FINCH
               Single malt?

                         STIFLER'S MOM
               Aged eighteen years.
                   (she gives him a look)
               Why don't you get the glasses.  Behind
               the bar.

     INT. STIFLER'S COTTAGE - PARTY ROOM - NIGHT

     It's a great party.  Stifler is with a group of guys
     drinking a beer, which he inspects very carefully before
     every sip.

     ANGLE ON JIM AND MICHELLE

     Both drinking and talking, almost enjoying themselves.

                         MICHELLE
               That is a nasty story!

                         JIM
               I told you.

                         MICHELLE
               You wanna hear a nasty story of mine?
               It's kind of sexual.

     Ding!  A light goes off in Jim's head.

                         JIM
               Yeah, bring it on!

                         MICHELLE
               Well, this one time?  At band camp?
               We were playing this game, I don't
               know if you know it?  But it's called
               spin the bottle?  And I had to kiss
               this guy named Marc Wander on the
               lips?  And...

     Jim's expression sinks.

     INT. STIFLER'S COTTAGE - BEDROOM - NIGHT

     The lights are down.  Vicky and Kevin are in bed.

                         KEVIN
               You comfortable?

                         VICKY
               Yeah, are you?

                         KEVIN
               Yeah.

     A beat.

                         VICKY
               You sure you're comfortable?

                         KEVIN
               Yeah.  Are you sure?

                         VICKY
               Yeah.

                         KEVIN
               Me too.

                         VICKY
               Okay.
                   (a beat)
               Did you bring a condom?

                         KEVIN
               Yeah, right here.

     He pulls out a condom.  A beat as they contemplate it.

                         KEVIN (CONT'D)
               So, do you want to be -- I mean, how
               do you want to do it?

                         VICKY
               I don't know.  How do you?

                         KEVIN
               Like, normal style.  The...missionary
               position.

                         VICKY
               Okay.

     A moment as they realize there's nothing left to do, but -

                         VICKY (cont'd)
               Kevin...

                         KEVIN
               Yeah Vick?

                         VICKY
               I want to hear you say it.

                         KEVIN
               Okay.

     Kevin swallows hard.  And says --

                         KEVIN (CONT'D)
               Victoria...I love you.

                         VICKY
               I love you.

     They both take a deep breath.

     EXT. BEACH - NIGHT

     Oz and Heather lay in a secluded spot in the dunes,
     surrounded by tall beach grass that swishes in the spring
     breeze.  Stars and a lustrous moon above.

     The silence speaks.  We can see it in their eyes.
     Yearning.

                         OZ
               I can't think of anything to say
               that's not cheesy.

                         HEATHER
               Then don't.

     They kiss.  It's time.

     INT. STIFLER'S COTTAGE - BEDROOM - NIGHT

     A brief moment of uncertainty.  Kevin shifts around a
     bit, trying to position himself.  Vicky's hand goes under
     the sheets.

                         VICKY
               Here.

     We know what she's doing.  They both maintain eye
     contact...

     EXT. BEACH - NIGHT

     Heather and Oz are re-inventing the idea of passion.
     Discovering love.  This is the stuff that you thought
     only existed in romance novels.  Seriously.

     INT. STIFLER'S COTTAGE - PARTY ROOM - NIGHT

     Jim is trying to stay interested in Michelle's drivel.

                         JIM
               So, the end of the story is...you had
               to kiss the guy for twenty seconds?

                         MICHELLE
               Yes!  And he was such a dork!  And
               everyone laughed at me, but I didn't
               care?  Because it was so funny!

                         JIM
                   (flat)
               Okay, I get it.

                         MICHELLE
               Oh!  And then this one time?  At band
               camp?  I stuck a flute in my pussy.

     Jim CHOKES on his beer.  Michelle considers her
     revelation no big deal, watching with some amusement as
     Jim struggles to recover.

                         JIM
               ...excuse me?!

                         MICHELLE
               What, you think I don't know how to
               get myself off?  Hell, that's what
               half of band camp is!  Sex ed!

     Jim is ga-ga.  He watches in disbelief as she lets her
     hair down.  And wouldn't you know it, she's pretty cute.

                         MICHELLE (cont'd)
               So are we gonna screw soon?  I'm
               getting kind of antsy.

     Jim pauses in disbelief.  Then --

     INT. STIFLER'S COTTAGE - STIFLER'S BROTHER'S BEDROOM - NIGHT

     Michelle and Jim burst in and slam the door.  A toy
     basketball hoop falls off the back of the door.  They are
     standing in a cluttered, toy-strewn, pit of a kid's room.
     One of those stupid plastic airplanes on a string hangs
     from the ceiling, flying in circles.

                         JIM
               This'll do.

                         MICHELLE
               Now, I have two rubbers.  Wear them
               both, it'll desensitize you.  I don't
               want you coming so damn early.

                         JIM
               Why, uh, what makes you think that I --

                         MICHELLE
               Come on.  I saw you on the net.  Why
               do you think I accepted this date?
               You're a sure thing!

     Jim heartily agrees.

     INT. STIFLER'S COTTAGE - BASEMENT - NIGHT

     The scotch bottle is almost empty.  Stifler's Mom and
     Finch are smoking cigarettes.

                         FINCH
               So...would you object if I said you're
               quite striking?

                         STIFLER'S MOM
               Mister Finch -- are you trying to
               seduce me?

                         FINCH
               Yes ma'am, I am.

     One look between them, and we know it's all over.

     INT. STIFLER'S COTTAGE - BEDROOM - NIGHT

     Kevin and Vicky.  Silently doing it.  Curious looks on
     their faces.  The look you get when your waiter delivers
     your food in a fancy restaurant, and you look at the
     creation on the plate, and secretly you're not sure if
     it's really what you ordered.  But you don't say
     anything, and you just eat it.

     EXT. BEACH - NIGHT

     Oz and Heather.  Souls entwined.  Making love.

     INT. STIFLER'S COTTAGE - STIFLER'S BROTHER'S BEDROOM - NIGHT

     We can hear Jim and Michelle going at it like a couple of
     HOWLING BANSHEES over a SERIES OF SHOTS:

     -- A piggy bank gets knocked over and shatters.

     -- An x-wing fighter flies across the room.

     -- A pillow explodes in a cloud of feathers.

     -- One of the legs on the bed breaks.

     INT. STIFLER'S COTTAGE - OUTSIDE BASEMENT DOOR - NIGHT

     The Basement door is closed.  We hear from the inside...

                         STIFLER'S MOM (O.S.)
               I had no idea you'd be this good!

                         FINCH (O.S.)
               Neither did I!

     INT. STIFLER'S COTTAGE - STIFLER'S BROTHER'S BEDROOM - NIGHT

     Jim and Michelle going at it.  Again, we HEAR but can't
     see them.  The room is more trashed than before.  And as
     we PAN across the disaster area they've created --

                         JIM (O.S.)
               Are you gonna do what I think you're
               gonna do?

                         MICHELLE (O.S.)
               Don't you want me to?

                         JIM (O.S.)
               Oh yeah!  Put it in your mouth!

                         MICHELLE (O.S.)
               Okay!

     We see her...on top of Jim.  She clears her throat.  And
     then we see her raise a children's plastic recorder to
     her lips -- and she whistles THE MICHIGAN FIGHT SONG.  On
     cue, Jim chimes in --

                         JIM
               Hail, hail, to Michigan, the leaders
               and best!

     EXT. BEACH - NIGHT

     Oz could be coming.  Heather could be coming.  But it's
     all so darn passionate that the whole thing looks like
     one big orgasm anyway.

     INT. STIFLER'S COTTAGE - STIFLER'S BROTHER'S BEDROOM - NIGHT

     Jim and Michelle lay on the floor, tangled in sheets and
     each others' clothing.  Exhausted, gasping.

     And then we see the closet door is open, just a crack.
     It swings open.  Standing there is Stifler's Little
     Brother.  Jaw hanging.

                         STIFLER'S BROTHER
               That was awesome!

     Jim and Michelle are stunned.

     INT. STIFLER'S COTTAGE - BASEMENT - NIGHT

     Finch and Stifler's Mom are just off-camera.  We can't
     see it, but we can tell Finch's status from his ORGASMIC
     MOANING.

     What we do see is the kitchen door handle rattling.  The
     chair falling out of place.  And the door opening as
     Stifler walks in.  He stops, horrified.

                         STIFLER
               Ugh...oh no...

     He looks like he's going to barf.  Instead, he passes
     out.

     EXT. STIFLER'S COTTAGE - SUNRISE - ESTABLISHING

     The sun rises over Lake Michigan.  A brand new day.
     Various students are passed out here and there.

     EXT. BEACH - DAY

     Oz holds Heather in his arms.  Completely peaceful.
     SEAGULLS CALL to each other.  WAVES BREAK on the shore.

     Oz has lost all pretense.  Smiling to himself, or maybe
     to the world.

     INT. STIFLER'S COTTAGE - STIFLER'S BROTHER'S BEDROOM - DAY

     Jim wakes up in bed, alone.  He looks around.

                         JIM
               She's gone.

     He considers this.

                         JIM (cont'd)
               Oh my God.  She used me.

     He considers this further.  Smiles.

                         JIM (cont'd)
               Wow!  I was used!  Cool!

     He jumps up and does a little dance, SINGING...

                         JIM (CONT'D)
               Hail! to the victors, valiant; Hail!
               to the conquering heroes, hail...

     INT. STIFLER'S COTTAGE - BEDROOM - DAY

     Kevin and Vicky lie next to each other in bed, staring at
     the ceiling.  Though they're trying to conceal it, we can
     see a bit of dissatisfaction, uncertainty, peeking
     through.

                         KEVIN
               That was a great night.

                         VICKY
               Yeah.

     A beat.

                         KEVIN
               I can't believe we just had our senior
               prom.

                         VICKY
               Yeah, the time went by so fast.

                         KEVIN
               It did.

     Another beat.

                         VICKY
               Kevin, next year...with you in Ann
               Arbor, and me in Nashville...it's not
               gonna work, is it.

                         KEVIN
               Don't say that, we can do it somehow.
               It might not be perfect, but --

                         VICKY
                   (interrupting)
               No, Kevin --
                   (she sits up)
               That's the whole thing, that's what
               I've been realizing.  That nothing's
               perfect, that you can't plan
               everything.

     Kevin thinks this over.

                         KEVIN
               It is far away...and we'll be on our
               own...meeting new people...

     A moment as they think this over.

                         KEVIN (CONT'D)
               Vicky...last night...I wasn't lying.

                         VICKY
               I know.
                   (a beat)
               Let's go.  Don't you have something to
               tell your friends?

                         KEVIN
               What?

                         VICKY
               Your little pact.  Jessica told me all
               about it.
                   (hits him lightly)
               Way to go, Kev!

     Kevin gives an embarrassed smile.

                                                       DISSOLVE TO:

     EXT. DOG DAYS - DAY

     A sign on the window reads, "Congratulations Seniors!"

     INT. DOG DAYS - DAY

     The four, newly non-virgins munch on hot dogs.  Kevin's
     LAUGHING.

                         KEVIN
                   (to Jim)
               I guess we'll call you two-ply.

                         OZ
               Yeah.  So you want double condiments
               on that?

                         JIM
               No, no that's fine.
                   (then, to Kevin)
               So you doing okay?

                         KEVIN
                   (a wistful smile)
               Yeah.

                         FINCH
               I'll tell you, I've learned one thing:
               women, like wine, get better with age.
                   (a beat)
               Of course, I have no frame of
               reference for this comparison.

                         KEVIN
               So Oz, you almost made it, huh?

                         OZ
                   (smiles)
               I'll just say that we had a great
               night together.

                         JIM
               Hang in there, buddy, you'll get
               there.

                         OZ
               I know.

                         KEVIN
               Wow.  You two really have something
               going, don't you?

                         OZ
               I think we're falling in love.

     They GROAN.  Oz just smiles.

                         KEVIN
               You know what the coolest thing is?
               This, right now.

     They guys keep eating, uncertain what to say.

                         OZ
               It's true.  I mean, after this,
               everything'll be different.

                         JIM
               After getting laid?

                         OZ
               After high school.

                         KEVIN
               Yeah, but we'll still see each other.

                         OZ
               Fuck yeah we will.

     A beat.  Kevin raises his Pepsi.

                         KEVIN
               To the next step.

                         ALL
               To the next step.

     They all toast.

     INT. KEVIN'S BEDROOM - DAY

     Kevin is on the phone.

                         KEVIN
                   (into phone)
               Hey.  I got another question for you.

                         KEVIN'S BROTHER (V.O.)
               What's that?

     INT. EAST GREAT FALLS HIGH - BACK OF LIBRARY - DAY

     Kevin arrives in the back of the library.  Kneels down to
     put the bible back.

                         KEVIN (V.O.)
               Um...I'm sort of wondering
               about...love.

     We hear Kevin's Brother CHUCKLE knowingly.

                         KEVIN'S BROTHER (V.O.)
               That's the next book, Kevin.  That's
               the next book.

     He puts the bible back without the reverence he once had
     for it.  Stands up with some new confidence.  We FOLLOW
     WITH HIM as he walks out of the library...and enters the
     courtyard, crowded with students.  He disappears into
     them as we...

     FADE TO BLACK

     ROLL CREDITS

     INT. JIM'S BEDROOM - DAY

     Jim's dad sits across from Jim.

                         JIM'S DAD
                   (eyes tearing)
               Son.  That's the best damn story I
               ever heard.

     Jim beams proudly.

                         JIM'S DAD (CONT'D)
               You know, after I graduated high
               school, my parents let me do some
               traveling...

     INT. A HOTEL HALLWAY

     SUPER:  "PRAGUE, CZECH REPUBLIC"

     A WAITER ascends a beautiful, red-carpeted staircase,
     carrying a tray with bottle of champagne and a rose.  He
     arrives in front of a hotel door.  KNOCKS.  A BELLBOY
     passes by, noticing the waiter.  And HE SPEAKS TO HIM IN
     AUTHENTIC, THICK CZECH.

                         BELLBOY
                   (subtitled)
               Another bottle?

                         WAITER
                   (subtitled)
               He knows how to treat a woman.

     The door opens -- to reveal Jim, sweaty but not the least
     bit tired, tying on a robe.

                         JIM
               Thanks guys.

     A pair of arms wraps around him from behind.  And --
     Nadia peeks her head over Jim's shoulder.

                         NADIA
               Come back to bed, James.

     Jim smiles to the guys and takes the tray, as Nadia pulls
     him back in and closes the door.

                         WAITER
                   (subtitled)
               That is one lucky man.

                         BELLBOY
                   (subtitled)
               Funny -- I swear I have seen those two
               somewhere before.  The boy is some
               sort of dancer.

     They head off.

     FADE TO BLACK