"Ed Wood", by Scott Alexander & Larry Karaszewski



   








                             ED WOOD


               by Scott Alexander & Larry Karaszewski




                      Directed by Tim Burton





                                                     FIRST DRAFT

                                                     November 20, 1992






     FADE IN:

     INT. HAUNTED MANSION PARLOR - NIGHT

     We move through a spooky shrouded parlor, as a storm rages
     outside.  THUNDER roars, and lightning flashes in the giant
     windows.  in the center of the room lies an oak coffin.

     Suddenly the lid starts to creak open. A hand crawls past
     the edge... and then the lid slams up!  Famed psychic CRISWELL
     pops out.  Criswell, 40, peers at us intently, his gleaming
     eyes framed under his striking pale blonde hair.  He intones,
     with absolute conviction:

                             CRISWELL
               Greetings, my friend.  You are
               interested in the unknown, the
               mysterious, the unexplainable...
               that is why you are here. So now,
               for the first time, we are bringing
               you the full story of what
               happened...
                       (extremely serious)
               We are giving you all the evidence,
               based only on the secret testimony
               of the miserable souls who survived
               this terrifying ordeal.  The
               incidents, the places, my friend, we
               cannot keep this a secret any longer.
               Can your hearts stand the shocking
               facts of the true story of Edward D.
               Wood, Junior??

     EXT. NIGHT SKY

     Lightning CRACKS.

     We drift down past the dark clouds... through the torrential
     rain... and end up...

                                                    OPTICAL:

     EXT. HOLLYWOOD - NIGHT

     We've landed in Hollywood, 1952.  We're outside a teeny, grungy
     playhouse.  The cracked marquee proclaims "'THE CASUAL
     COMPANY,' WRITTEN AND DIRECTED BY EDWARD D. WOOD, JR."

     Pacing nervously in the rain is ED WOOD, 30, our hero.
     Larger-than-life charismatic, confident, Errol Flynn-style
     handsome, Ed is a human magnet.  He's a classically flawed
     optimist: Sweet and well-intentioned, yet doomed by his demons
     within.

     The doors open, and Ed's pal JOHN "BUNNY" BRECKINRIDGE, 45,
     hurries out.  Bunny is a wealthy, theatrical fop wearing a
     string of pearls.

                         [PAGE 2 MISSING]

     Suddenly the rest of the cast runs up, frantically upset.  In a
     flowing white dress is DOLORES FULLER, 23, a sharp, hungry-
     for-a-career ingenue.  She's near tears.

                             DOLORES
               Eddie, my dove just flew out the
               window!

                             CREW MEMBER
               She goes on in two minutes! What
               are we gonna do??

     They all look to Ed, awaiting a response.  He thinks a second,
     then excitedly CLAPS his hands.

                             ED
               Dolores, give me your shoes.

                             DOLORES
               What?

                             ED
               The ghost can be barefoot.  Give
               me your shoes!

     She hands Ed her white shoes.  He snatches one, grabs a pair of
     scissors, and starts CUTTING up the shoe.  Everyone is baffled.
     He keeps cutting the shoe... and it slowly takes on the shape
     of a dove!

     Ed then grabs some pipe cleaners, works them into a shape, and
     sprints into the dressing room.  He takes some green eye shadow
     and excitedly smears it on the pipe cleaners.  Ed then hurries
     back out, jams the green pipe cleaners into the cut-up shoe...
     and it looks like a dove with an olive branch in its mouth!

     The cast is flabbergasted.

                             CREW MEMBER
               Wow.

     BACK ONSTAGE

     The soldiers suddenly look up.

                             ACTOR #1
               Hey, I think I see something!

     Dolores floats down onto the stage, holding out the dove.

                             DOLORES
               I offer you mortals the bird of
               peace, so that you may change your
               ways and end all this destruction.

                                                    CUT TO:

     INT. SCRUFFY COFFEE SHOP - LATER THAT NIGHT

     Ed and his gang celebrate opening night in a dirty 24-hour
     diner.  They're noisily slugging down drinks, in a big red
     booth.

                             ED
               What a show!  Everyone was terrific!
               Paul, your second-act monologue
               actually gave me chills,

     He grins at Actor #1, aka PAUL MARCO, a young eager beaver
     who's loyal like a dog.

                             PAUL MARCO
               Aw thanks, Eddie.

     Actor #2, aka CONRAD BROOKS, a friendly, simple-minded lug,
     runs up waving a newspaper.

                             CONRAD
               I got the early edition!  It was just
               dropped off at the newsstand.

                             ED
                       (he smiles at everyone)
               This is the big moment...!

     Ed opens the paper to the entertainment page.
      
     INSERT - THE NEWSPAPER.  Ed turns to a column, "The Theatrical
     Life, By Victor Crowley."  Under this is a photograph of an old
     man with an ascot.

     WIDE

     Everybody excitedly crowds around and starts reading.   A
     moment... and then their faces drop.  Clearly, this is a
     disastrous review.  Their faces get sadder, and sadder... and
     then they finish.  A melancholy beat, until --

                             BUNNY
               What does that old queen know?  He
               wasn't even there!
                       (he knocks back a drink)
               Sending a copy boy to do his dirty
               work.  Well fuck him!

                             DOLORES
               Do I really have a face like a horse?

                             PAUL MARCO
               What does "ostentatious" mean?

     Ed calmly waves his arms for attention.  He tries to smile.

                             ED
               Hey.  Hey, it's not that bad.  You
               just can't concentrate on the
               negative.  He's got some nice things
               to say...
                       (he scans the review)
               See, "The soldier costumes are very
               realistic."  That's positive!

     Everyone kind of stares at their drinks, depressed.  Ed
     launches into an upbeat speech.

                             ED
               Hell, I've seen a lot worse reviews.
               I've seen ones where they didn't even
               like the costumes!  Like, that last
               "Francis the Mule" picture -- it got
               terrible notices.  But it was a huge
               hit.

                             PAUL MARCO
               Lines around the block.

                             ED
               So don't take it too seriously.
               We're all doin' great work.

                             CONRAD
               You really think so?

                             ED
               Absolutely!  It's just the beginning.
               I promise this: If we stick together,
               one day I'll make every single one
               of you famous.

     He smiles at everyone at the table.  They all believe what he
     says, and there is a hushed moment of dream-filled hope.

                                                    CUT TO:

     INT. DOLORES' APARTMENT - LATE NIGHT

     Ed and Dolores lie in bed, in the dark.  He stares vulnerably
     at her.

                             ED
               Honey, what if I'm wrong?  What if
               I just don't have it?

                             DOLORES
               Ed, it was only one review.

                             ED
               Orson Welles was 26 when he made
               "Citizen Kane."  I'm already 30!

                             DOLORES
               Ed, you're still young.  This is the
               part of your life when you're
               supposed to be struggling.

                             ED
               I know... But sometimes I get scared
               this is as good as it's gonna get...

     Dolores kisses Ed affectionately.

                             DOLORES
               Things'll change for us.  Nobody
               stays on the fringe forever.

     She gets out of bed.  We see her tiny apartment is drab and
     crumbling.  Dolores turns on the shower, then walks to the
     closet.  She looks inside.

                             DOLORES
               God, where's my pink sweater?  I can
               never find my clothes anymore...

     ANGLE - ED

     He rolls over in bed, away from her.

                                                    CUT TO:

     INT. STUDIO WAREHOUSE - DAY

     CU on Ed reading "The Hollywood Reporter."  A RUDE BOSS in
     suspenders suddenly strides up.

                             RUDE BOSS
               Hey big shot, get off your ass.  They
               need a potted palm over in the Carl
               Laemmle Building.

                             ED
               Sure thing, Mr. Kravitz.

     Ed jumps up.  We WIDEN, revealing he's in a giant greenhouse,
     packed with rows of potted plants and shrubs.  Ed grabs a small
     palm tree and hurries out.

     EXT. MOVIE STUDIO - DAY

     Ed strolls across the busy movie lot, lugging the palm.  He
     passes a soundstage and notices the stage door open a crack.
     Ed glances around, then puts down the palm and hurries in.

     INT. SOUNDSTAGE ó SAME TIME

     A big-budget foreign legion movie is shooting, with a huge cast
     and crew. A giant desert set has been erected, with camels and
     real sand dunes. Ed is blown away.

                             ED
               Whoa, look at all this sand.  This
               is real sand!  My God, where'd they
               get all this sand?!

     A SECURITY GUARD sees him.

                             SECURITY GUARD
               Hey, YOU.  This is a closed set.

     Ed is caught.  He hurries out.

     EXT. MOVIE STUDIO ó DAY

     Ed continues across the lot, carrying his palm tree.  An OLD
     CRUSTY MAN sticks his head out an office window.

                             OLD CRUSTY MAN
               Hey, Eddie!  Come in here.  I got
               some great new stuff to show you.

     Ed puts down the plant again and runs in.

     INT. EDITING ROOMS ó DAY

     The old guy is proudly showing Ed STOCK FOOTAGE on a moviola.
     The footage is totally random: Giant explosions, buffalos
     stampeding, tanks, an octopus swimming, etc.

     Ed is dazzled.

                             ED
               This is fantastic!  What are you
               gonna do with it all?

                              OLD CRUSTY MAN
               Eh, probably file it away and never
               see it again.

                              ED
               It's such a waste.  If I had half a
               chance, I could make an entire movie
               out of this stock footage!
                       (getting inspired)
               See, the story opens with these
               mysterious explosions.  Nobody knows
               what's causing them, but it's
               upsetting all the buffalo.  So the
               military is called in to solve the
               mystery.

                             OLD CRUSTY MAN
               Ya forgot the octopus.

                             ED
               No, I'm saving that for the big
               underwater climax!

     The old guy cackles.

     EXT. MOVIE STUDIO - DAY

     Ed finally carries the tree into the Laemmle Building.

     INT. STUDIO OFFICES - SAME TIME

     Young SECRETARIES in June Cleaver hairdos are giggling.

                             SECRETARY #1
               They say he was a girl trapped in a
               man's body.

                             SECRETARY #2
               I'll bet it hurt when they snipped
               his thing off.

     EEWWW!  All the girls shriek in horror.  Ed walks in and puts
     down his plant.

                             ED
               What are you ladies gabbin' about?

                             SECRETARY #1
               You know that Christine Jorgensen
               freak?  He/she/it's in "Variety."
               Some producer is making a biopic.

                             ED
                       (startled)
               R-really?  I didn't see the story.

                             SECRETARY #1
               Ah, it was buried in the back.  The
               guy's a real smallótime operator.

     She holds up her "Variety."  Ed hurriedly takes it.

                                                    CUT TO:

     INSERT - VARIETY

     The story headline says "BOYóTOóCHICK FLICK TO CLICK."  We PULL
     OUT, revealing we're now in

     INT. ED'S APARTMENT - DAY

     Ed holds the newspaper while he paces around his apartment.
     The place has threadbare carpet, faded wallpaper, and an
     electric burner for a kitchen.  A handful of mangy DOGS run
     around. Tacked-up are movie posters for "DRACULA," "FREAKS,"
     and "THE MAGNIFICENT AMBERSONS."

     Dolores talks on the phone, while Ed silently coaches her.

                             DOLORES (on phone)
               Yes, I've got Mr. Edward Wood on the
               line.  Could you please hold?

     Ed gives her a thumbs up -- perfect!  He confidently takes the
     phone.

                             ED (on phone)   
               Hello, Mr. Weiss?  I heard about your
               new project and was curious if you
               signed a director.  Oh -- you
               haven't?  Well, if we could get
               together, I could explain why I'm
               more qualified to direct this than
               anyone else in town. 
                       (beat)   
               Uh, I'd rather not go into it over
               the phone...  Alright.  Great!  l'll
               see you then!    

     Ed hangs up and YELPS excitedly.  He kisses Dolores.  She pulls
     away.

                             DOLORES
               Eddie, I don't understand.  Why are
               you the most qualified director for
               the Christine Jorgensen Story?

                             ED
                       (nervous, he lies)
               Aw, er, it's just a bunch of hot air.
               I had to say something to get in the
               door.

                                                    CUT TO:

     INT. LOW-RENT HALLWAY - DAY

     Ed walks jauntily along, wearing a snappy suit.  He reaches a
     door that says "SCREEN CLASSICS ó George Weiss, President." Ed
     fixes his hair, checks his clothes, then enters.

     INT. SCREEN CLASSICS ó SAME TIME

     It's a crowded root, piled with paperwork and files.  Film cans
     are stacked everywhere, and framed oneósheets for "TEST TUBE
     BABIES," "BLONDE PICKUP" and "GIRL GANG" litter the cracked
     walls.  Sitting behind the messy desk is GEORGIE WEISS, 60, a
     rug merchant turned exploitation film producer.  He juggles a
     large sandwich and angrily barks into the phone.

                             GEORGIE (on phone)
               Look, when I said you could have the
               western territories, I didn't mean
               all eleven states!  I meant
               California, Oregon, and uh, what's
               that one above it... Washington.  Oh
               really?!  Well screw you!

     Georgie slams down the phone.  He smiles warmly at Ed.

                             GEORGIE
               Can I help you?

                             ED
               Yes, I'm Ed Wood.  I'm here about
               directing the Christine Jorgensen
               picture.

                             GEORGIE
               Yeah, well a couple of things have
               changed.  It ain't gonna be the
               Christine Jorgensen story no more.
               Goddamn "Variety" printed the story
               before I had the rights, and now that
               bitch is asking for the sky.

                             ED
                       (disappointed)
               So you're not gonna make the movie?

                             GEORGIE
               No, of COURSE I'm gonna make the
               movie!  I've already preósold Alabama
               and Oklahoma.  Those repressed Okies
               really go for that twisted pervert
               stuff.  So we'll just make it without
               that she-male.  We'll fictitionalize
               it.

     Georgie bites into his sandwich.  Ed is dazed.

                             ED
               Is there a script?

                             GEORGIE
               Fuck no!  But there's a poster.

     Georgie pulls out artwork of a hermaphrodite: Man on the left
     side, woman on the right.  The lettering screams, "I CHANGED MY
     SEX!"

                             GEORGIE
               It opens in nine weeks in Tulsa.

                             ED
                       (mustering up his courage)
               Well, Mr. Weiss, I'm your guy.  I
               work fast, and I'm a deal: I write
               AND direct.  And I'm good.  I just
               did a play in Hollywood, and Victor
               Crowley praised its realism.

                             GEORGIE
               Hmm.  There's five-hundred guys in
               town who can tell me the same thing.
               You said on the phone you had some
               kind of "special qualifications."

     Ed takes a measured piuse.  This is his big revelation.

                             ED
               Well, Mr. Weiss, I've never told
               anyone what I'm about to tell you...
               but I really want this job.
                       (he gulps)
               I like to dress in women's clothing.

                             GEORGIE
               Are you a fruit?

                             ED
               No, no, not at all!  I love women.
               Wearing their clothes makes me feel
               closer to them.

                             GEORGIE
               So you're not a fruit?

                             ED
               Nah, I'm all man.  I even fought in
               WW2.
                       (beat)
               'Course, I was wearing ladies'
               undergarments under my uniform.

                             GEORGIE
               You gotta be kiddin' me.

                             ED
               Confidentially, I even paratrooped
               wearing a brassiere and panties.
               I'll tell ya, I wasn't scared of
               being killed, but I was terrified of
               getting wounded, and having the
               medics discover my secret.

     Georgie sits back.  It's a hell of a story.

                             GEORGIE
               And this is why you think you're the
               most qualified to make my movie?

                             ED
               Yeah.  I know what it's like to live
               with a secret, and worry about what
               people are gonna think of you... My
               girlfriend still doesn't know why her
               sweaters are always stretched out.

     Georgie shrugs.

                             GEORGIE
               Ed, you seem like a nice kid, but
               look around you...
                       (he gestures at the posters)
               I don't hire directors with burning
               desires to tell their stories. I
               make movies like "Chained Girls."
               I need someone with experience who
               can shoot a film in four days that'll
               make me a profit.
                       (beat)
               I'm sorry.  That's all that matters.

                                                    CUT TO:

     INT. BAR ó DAY

     Ed sits morosely in a scuzzy bar, three empty shot glasses in
     front of him.  A BARTENDER ambles over.

                             BARTENDER
               Are you gonna get something else?

     Ed glumly empties his pocket.  All he has is change.  Ed sighs,
     and staggers out.

     EXT. HOLLYWOOD BOULEVARD - DAY

     Ed shuffles down the street, his head hanging low.  A
     restaurant door opens, and an EISENHOWER ERA NUCLEAR FAMILY
     exits.  Whitebread Dad, Mom, Son, and Daughter stride out in
     their starched clean clothes.

     They march obliviously past Ed.  He watches them go, then
     continues.  Ed reaches a building, "HOLLYWOOD MORTUARY," and
     glances in the window.  A pause, then he does a doubletake.

     THROUGH THE WINDOW

     The showroom is filled with sample coffins.  Lying inside one
     is BELA LUGOSI.

     ANGLE - ED

     He is flabbergasted.

     INT. HOLLYWOOD MORTUARY - SAME TIME

     Lugosi slowly sits up inside the coffin.  Bela is an aged 70-
     year-old man, once a great star, now a faded memory trying to
     hang on to his nobility.  Quite frail and tired, he is still a
     master of the grand gesture.

     An UNCTUOUS SALESMAN steps up.  Bela speaks, in a thick
     Hungarian ACCENT which gives him an Old World elegance.

                             BELA
               Too constrictive.  This is the most
               uncomfortable coffin I have ever been
               in.

                             SALESMAN
               Gee, Mr. Lugosi, I've never had any
               complaints before.

                             BELA
               The selection is quite shoddy.  You
               are wasting my time.

     Mildly annoyed, Bela climbs out. He straightens his cloak and
     walks to the exit -- where be bumps into nervous Ed.

                             ED
               Excuse me, Mr. Lugosi??

                             BELA
                       (irritated)
               I told you, I don't want any of your
               goddamn coffins.

                             ED
               No.  I don't work here.

                             BELA
               Huh?

     Bela peers at Ed, then glances confusedly over his shoulder at
     the salesman.  Oh.  Bela looks back at anxious Ed.

                             BELA
               Who are you?  What do you want?

                             ED
               I don't want anything.  I'm just a
               really big, big fan.  I've seen all
               your movies.

                             BELA
               Ha!

     Bela strides out.

     EXT. HOLLYWOOD BOULEVARD - SAME TIME

     Bela hurries along.  Ed chases after him.

                             ED
               Why were you buying a coffin?

                             BELA
               Because I'm planning on dying soon.

                             ED
                       (concerned)
               Really?

                             BELA
               Yes.  I'm embarking on another bus-
               andótruck tour of "Dracula." Twelve
               cities in ten days, if that's
               conceivable.

     Bela pulls out a large smelly cigar and lights it.

                             ED
               You know, I saw you perform
               "Dracula."  In Poughkeepsie, in 1938.

                             BELA
               Eh, that was a terrible production.
               Renfield was a drunk!

                             ED
               I thought it was great.  You were
               much scarier in real life than you
               were in the movie.

                             BELA
               Thank you.

                             ED
               I waited to get your autograph, but
               you never came outside.

                             BELA
               I apologize.  When I play Dracula,
               I put myself into a trance.  It takes
               me much time to re-emerge.

     A CITY BUS approaches.

                             BELA
               Oh, there's my bus.
                       (he checks his pockets)
               Shit, where's my transfer?!

                             ED
               Don't you bave a car?

                             BELA
               I refuse to drive in this country.
               Too many madmen.

     The bus pulls up, and the doors open.  Ed is worried he's about
     to lose his new friend.  He gets an idea...

                                                    CUT TO:

     INT. 1948 NASH RAMBLER - DAY

     Ed drives anxiously.  Bela sits next to him, filling the car
     with smoke from his big cigar.

                             ED
               Boy, Mr. Lugosi, you must lead such
               an exciting life.  When is your next
               picture coming out?

                             BELA
               I have no next picture.

                             ED
               Ah, you gotta be jokin'!  A great man
               like you... I'll bet you have dozens
               of 'em lined up.

                             BELA
               Back in the old days, yes.  But now
               -- no one give two fucks for Bela.

     Bela puffs on his oversized cigar.

                             ED
               But you're a big star!

                             BELA
               No more.  I haven't worked in four
               years.  This town, it chews you up,
               then spits you out.  I'm just an
               ex-bogeyman.
                       (he points)
               Make a right.

     EXT. BELA'S NEIGHBORHOOD - DAY

     Ed drives past pumping oil wells and into a seedy neighborhood.
     They reach a tiny, well-manicured house.  Ed and Bela get out.

                             BELA
                       (bitter)
               They don't want the classic horror
               films anymore.  Today, it's all giant
               bugs, giant spiders, giant
               grasshoppers -- who would believe
               such nonsense!

                             ED
               The old ones were much spookier.
               They had castles, full moons...

                             BELA
               They were mythic.  They had a poetry
               to them.
                       (he lowers his voice)
               And you know what else?  The women
               prefer the traditional monsters.

                             ED
               The women?

                             BELA
               The pure horror, it both repels and
               attracts them.  Because in their
               collective unconsciousness, they have
               the agony of childbirth.  The blood.
               The blood is horror.

                             ED
               I never thought of that.

                             BELA
               Take my word for it.  You want to
               "score" with a young lady, you take
               her to see "Dracula."

     Bela's eyes twinkle.  He reaches his front door and unlocks it.
     INSIDE... it's awful.  Squalid, dark, with skulls and strange
     voodoo objects scattered about.  Up front hangs a large
     photograph of shockingly young Bela, handsome and regal.

     Ed is stunned by this dismal place, but doesn't say anything.
     Within, DOGS start BARKING crazily.

                             BELA
               Ugh, what a mess.
                       (beat)
               My wife of twenty years left me last
               month.  I'm not much of a
               housekeeper.

     The dogs BARK louder.

                             BELA
               Shh!  I'm coming!  I will feed you!

                             ED
               Well... I guess I should go.  Perhaps
               we could get together again?

                             BELA
                       (he shakes his hand)
               Certainly.  But now the children
               of the night are calling me.

     Bela smiles and steps inside.  The door closes.

                                                    CUT TO:

     INT. DOLORES'S APARTMRNT - DAY

     Dolores is in her 1950's kitchenette, making a green jello
     mold.  Ed bursts in, euphoric.

                             ED
               Sweetie, you won't believe it!  I've
               got the most incredible news!

                             DOLORES
                       (excited)
               You got the job?!!

                             ED
               Huh?!
                       (confused)
               Oh, uh, no, I didn't get the job.
               But something better happened!

                             DOLORES
               Better than not getting a job?

                             ED
               Yeah!  I met a movie star!  Somebody
               really big!

                             DOLORES
               Who?  Robert Taylor?!

                             ED
                       (annoyed)
               No!  A horror movie star!

                             DOLORES
               Boris Karloff!?

                             ED
               Close!  The other one!

                             DOLORES
               You met Basil Rathbone!

                             ED
               Oh, the hell with you.  I met BELA
               LUGOSI!

                             DOLORES
               I thought he was dead.

     Ed's eyes pop.

                             ED
               No!  He's very alive.  Well... sort
               of.  He's old, and frail -- but he's
               still Bela Lugosi!  And he's really
               nice.

                             DOLORES
               Boy, I can't even remember the last
               time he was in a picture.

                             ED
               It's a shame.  He's such a rest
               actor, and nobody uses him anymore.

                             DOLORES
               So did you get his autograph?

     Ed calms down.  He smiles beatifically.

                             ED
               No.  It wasn't like that at all.  It
               was just the two of us, and we were
               talkin'... and he treated me like --
               a friend...

                                                    CUT TO:

     INT. STUDIO WAREHOUSE - DAY

     Ed is back in the plant department, arguing with his boss.

                             RUDE BOSS
               He's a bum.

                             ED
               No he's not!  Do you realize how much
               money he made for this studio over
               the years?  "Dracula"!  "The Raven"!
               "The Black Cat"!

                             RUDE BOSS
               Yeah?  Well now he's a junkie.  He
               don't deserve to work.

                             ED
               That's not true --

                             RUDE BOSS
               He's so great, you hire him.

                             ED
                       (defensive)
               Well, uh, if I could I would...

     The guy takes a mocking face and struts out.  Ed glares.

                                                    CUT TO:

     EXT. BELA'S ROUSE - NIGHT

     It's Halloween night.  CHILDREN in trick-or-treating costumes
     parade up and down the streets.  Through Bela's window, we see
     him and Ed watching TELEVISION -- a small fuzzy screen in a
     huge console.

     INT. BELA'S HOUSE - SAME TIME

     ON THE TV, one of Bela's old '30s horror films plays.  Bela's
     evil character is hypnotizing somebody: His eyes stare the
     famous stare, then his hand does the famous hypnotic gesture.

     ON ED AND BELA

     They are entranced.  The men drink beers in silence.  Bela's
     TWO DOGS lie at his feet.

     ON THE TV

     The old movie suddenly stops, and VAMPIRA appears on the TV
     screen. Vampira, 25, is the sexy "Creature Feature" hostess,
     a pale ghoul slipped into a tight black dress.

     She leers in front of a corny fog-shrouded set.  There is a
     pumpkin, a broomstick, and a sign reading "Happy Halloween."

                             VAMPIRA (on TV)
               Ooo!  Those eyes!  He gives me the
               willies!  The only thing scarier than
               him is this guy I dated last week:
               Charlie from Pittsburgh.  Boy, talk
               about the living dead...

     ON THE MEN

     Ed is disgruntled.

                             ED
               Ugh!  I hate the way she interrupts
               the pictures.  She doesn't show 'em
               the proper respect.

                             BELA
                       (glued to the TV)
               I think she's a honey.  Look at those
               jugs.

     Ed LAUGHS.  Bela waves his arm and starts doing his hypnotic
     hand gesture at the TV.

                             BELA
               Vampira!  You will come under my
               spell!  You will be my slave of love.

                             ED
                       (fascinated by Bela's hand)
               Hey Bela, how do you do that?

                             BELA
               You must be double-jointed, and you
               must be Hungarian.
                       (back at the TV)
               Vampira, look at me!  Stare into my
               eyes.

     Ed joins Bela in this activity.  The two of them wave their
     arms spookily at the TV.

     Bela becomes fatigued.

                             BELA
               I am getting tired.  I need to take
               my medicine.

                             ED
               Do you want me to get it for you?

                             BELA
               No thank you, Eddie.  I'll be
               alright.

     Bela smiles.  He gets up, shuffles across the room, and steps
     behind a curtain.  Ed is puzzled.  Bela's thin arm appears and
     draws the curtain tight.  We hear mysterious CLANGING, drawers
     opening and closing, and then silence.

     Ed sits, waiting.

     Behind the curtain, something DROPS.  We hear a muffled "Shit!"

     Ed is getting worried.  But then the curtain whips open, and
     Bela bounds out, grinning.  He's a bundle of energy.

                             BELA
               I feel better now.

     AT THE DOOR

     The doorbell RINGS.  Kids SHOUT "Trick or treat!"  Bela jumps
     up gleefully.

                             BELA
               Children!  I love children.

     Bela puts on his famous cape, then gets a pair of fangs and
     sticks them in his mouth.

     OUTSIDE

     Little kids in Lone Ranger and Howdy Doody costumes giggle
     expectantly.

     Suddenly the door flies open, and standing there is Count
     Dracula!  The real Count Dracula.  YEOWWWW!!!  The kids SCREAM
     and run.

     Bela chuckles.  Every kid is gone... except one TOUGH BOY.

                             BELA
               Aren't you scared, little boy?  I'm
               going to drink your blood!

                             TOUGH BOY
               Ehh, you're not a real vampire.
               You can't turn into a bat, and
               those teeth don't frighten me.

     Suddenly Ed lurches out, menacingly.

                             ED
               Well how about these teeth?!!

     Ed RIPS HIS TEETH out of his head and thrusts them at the
     kid.  The boy SCREAMS in terror and races away.

     Bela is wowed.

                             BELA
               Hey, how'd you do that?

     Ed smiles impishly, then sticks the teeth back in his mouth.

                             ED
               Dentures.  I lost my pearlies in
               the war.

                                                    CUT TO:

     EXT. STREET - LATER THAT NIGHT

     Ed and Bela run toward us, Bela's cape flapping in the wind.
     Ed takes a swig from Bela's flask.  They're a bit tipsy.

                             ED
               Are you sure this is okay?

                             BELA
               Don't worry.  I do it every
               Halloween.

     EXT. CEMETERY - NIGHT

     The moonlight shines down on a rickety old cemetery.  The wind
     blows hauntingly, and tombstones gleam in the blackness.

     Ed and Bela reach the locked gates.  They glance at each other,
     then start to climb over.  Ed helps Bela.  They jump down, and
     Ed peers nervously.

                             ED
               Now what?

     Bela looks like a child on Christmas morning.  He takes another
     swig, then starts running giddily.

     He disappears into the cemetery.

                             BELA
               I am DRACULA!

     Bela darts happily through the graves.

     His cape flies behind him.

                             BELA
               I am the BAT!!

     Ed's eyes light up.  He starts chasing after Bela.

     Bela's heart is racing.  He zig-zags past ancient crypts.
     Gargoyles peer down.  The wind howls through the skeletal
     trees, silhouetted against the cloudy sky.

     Ed runs through the shadows, trying to catch up.

     Bela flaps his cape up and down.  We almost think he's going to
     fly.

     Ed races up, then quietly stops.  He eagerly watches Bela,
     practically expecting him to turn into a bat.  It's a magical,
     crazed moment.

                             BELA
               I am DRACUlA!  I will LIVE FOREVER!!!

     Bela laughs, then lies down on the grass.

     WIDE

     Ed slowly walks over and lies next to Bela.  They're happy,
     eyes alert, on top of the world.

     Ed peers in wonder at his new friend.

                                                    CUT TO:

     INT. SCREEN CLASSICS OFFICE - DAY

     Ed sits across from Georgie.  Ed's very excited.

                             GEORGIE
               So what's the big news you couldn't
               tell me over the phone... again?

     Ed gulps excitedly.  He has a spiel all planned out.

                             ED
               Mr. Weiss, I was thinkin' about what
               you said, about how all your movies
               have to make a profit.  And I
               realized, what's the one thing, that
               if you put in a movie, it'll be
               successful??

                             GEORGIE
                       (he thinks)
               Tits.

                             ED
               No.  Better than tits -- a star!

     Georgie shakes his head.

                             GEORGIE
               Eddie, you must have me confused with
               David Selznick.  I don't make major
               motion pictures.  I make crap.

                             ED
               Yeah, but if you took that crap and
               put a star in it, you'd have something!

                             GEORGIE
               Yeah.  Crap with a star.

                             ED
                       (impassioned)
               No!  It would be something better!
               Something impressive.  The biggest
               moneymaker you've ever had!

                             GEORGIE
               Fine, maybe you're right.  But it
               doesn't friggin' matter.  I can't
               afford a star, so I don't even know
               what we're talking about.

     Ed grins.

                             ED
               What if I told you you could have a
               star for $1000??

                             GEORGIE
                       (skeptical)
               Who?

     Ed opens his valise and whips out an 8x10 GLOSSY OF BELA.

                             GEORGIE
               Lugosi?

                             ED
               Yeah!  Lugosi!

                             GEORGIE
               Isn't he dead?

                             ED
                       (annoyed)
               No, he's not dead!  He lives in
               Baldwin Hills.  I met him recently,
               and he wants to be in our picture.

                             GEORGIE
               OUR picture?

                             ED
                       (sheepishly)
               Uh, yeah.  Our picture.

     Georgie mulls this over.  He's interested.

                             GEORGIE
               Why would Lugosi want to be in a
               sex-change flick?

                             ED
               Because he's my friend.

     Georgie stares carefully at Ed, then finally smiles.

                             GEORGIE
               Alright, fine!  You can direct it.
               I want a script in three days, and
               we start shooting a week from Monday.

     ANGLE - ED

     He leaps up euphorically.  He eagerly pumps Georgie's hand.

                             ED
               Thank you!  Bless you, Mr. Weiss!
               I promise I won't let you down!

                                                    CUT TO:

     INT. ED'S APARTMENT - DAY

     CU on a ROYAL TYPEWRITER.  Ed's hands whirl across the portable
     typewriter, frantically feeding in pages as fast as be can
     type.  We PULL OUT.

     Ed sits on the bed, typing.  He's a blur of activity, juggling
     a cigarette, coffee, and a telephone, while he writes.

                             ED (on phone)
               But Bunny, you're perfect for this
               job!  You're so good at organizing.

     His adrenalin is pumping.  Ed pours some booze into his coffee.

                             ED
               You know these people.  I need all
               the transsexuals and transvestites
               you can get.
                       (he sucks on his cigarette)
               No, I don't care if they're not
               actors.  I want realism.  I want this
               film to tell the truth!  I've waited
               my whole life for this shot, and I'm
               not gonna blow it.

     There's a KNOCK at the door.  Ed carries the phone on a long
     cord and answers it.  Bela hurries in, smiling broadly.

                             BELA
               Eddie, you got a new movie for me?!

                             ED
               Yeah, it's gonna be a great picture!
               You'll love your character!
                       (back into the phone)
               Bunny, Bela's here.  Look, hit the
               bars, work some parties, and get me
               transvestites!  I need transvestites!

     Ed hangs up and resumes typing.  Bela is puzzled.

                             BELA
               Eddie, what kind of movie is this?

                             ED
               Well, It's about how people have two
               personalities.  The side they show
               to the world, and then the secret
               person they hide inside.

                             BELA
                       (delighted)
               Oh, like Jekyll and Hyde!  Ah, I've
               always wanted to play Jekyll and
               Hyde!  I'm looking forward to this
               production.

     Ed stops typing.  He pours Bela a drink.

                             ED
               Ehh, your part's a little different.
               You're like the God that looks down
               on all the characters, and oversees
               everything.

                             BELA
               I don't understand.

                             ED
               Well... you control everyone's fate.
               You're like the puppetmaster.

                             BELA
                       (getting it)
               Ah, so I pull the strings!

                             ED
               Yeah.  You pull the strings --
                       (he suddenly gets a look)
               "Pull the strings"... hey, that's
               pretty good!

     Ed quickly starts typing again.

                                                    CUT TO:

     INT. ED'S APARTMENT - NIGHT
   
     Ed and Dolores sit at a card table, finishing up dinner.  The
     dogs eat scraps below them.
   
                             ED
               Wipe off your hands.  I've got a
               little surprise for you...
                       (he smiles nervously)
               I finished my script.
   
     Ed anxiously pulls out a pile of pages.  Dolores looks in awe
     at the cover: "'GLEN OR GLENDA' By Edward D. Wood, Jr""

                             DOLORES
               Ed, I'm so proud!  I'll read it as
               soon as I get home.
   
                             ED
                       (apprehensive)
               Well, I'd really like to know what
               you think.  Why don't you go in the
               bedroom and take a look at it?  I'll
               Wait...

     There's an uneasy moment between them.  She senses something
     funny.  Dolores takes the script and goes into the bedroom.
     The door closes.  Ed starts pacing...
   
                                                    DISSOLVE TO:
     INT. BEDROOM - LATER
   
     Dolores reads the script.  She finishes the last page, then
     looks up.  She is very shaken.
   
     Dolores stands.  She grabs the door and opens it.

     THROUGH THE DOORWAY
   
     Ed stands somberly in drag.  He's in a pantsuit, heels, and
     pink angora sweater.
   
     Dolores is totally rattled.  She struggles for a response.
   
                             DOLORES
               So that's where my sweater's been.
   
     Ed silently nods.
   
                             DOLORES
               How long have you been doing this?

                             ED
               Since I was a kid.  My mom wanted a
               girl, so she used to dress me in
               girlie clothing.  It just kinda
               became a habit.

                             DOLORES
               Jesus Christ!  And you never told me?

                             ED
               This is my way of telling you --

                             DOLORES
                       (furious)
               What, by putting it in a fuckin'
               script, for everyone to see?!  What
               kind of sick mind would operate like
               that?

     Ed is terribly hurt.  Dolores shakes tht script.

                             DOLORES
               And what about this so-called
               "Barbara" character?  It's obviously
               ME!  I'm so embarrassed!  This is our
               life!

                             ED
                       (quiet)
               Of course it is.  And that's why you
               should play the part.

                             DOLORES
               Oh!  You got nerve, buddy.
   
     He calmly points at the script.
   
                             ED
               It's a damn good role.

                             DOLORES
               That's not the issue!!
                       (she suddenly stops)
               Ugh!  How can you act so casual, when
               you're dressed like that?!
   
                             ED
               It takes me comfortable.
   
                             DOLORES
               Oh, just like in the script!

     Ed smiles serenely.

                             ED
               Exactly.
                       (he takes her hand)
               So what do ya say?  Do you wanna
               break up... or do you wanna do the
               movie with me?

     Dolores sighs.

                                                  CUT TO:

     INT. SCREEN CLASSICS - DAY

     The hallway is filled with eager TRANSVESTITES.  It's a very
     festive atmosphere, and Bunny tries to create some order.

     Inside the busy office, Paul types, and Conrad cranks a
     mimeograph machine.

                             CONRAD
               It's good to have a job.  Now I can
               get my phone reconnected.

     In a corner, Georgie angrily waves the script at Ed.

                             GEORGIE
               I thought this was gonna be a sex-
               change film!

                             ED
                       (defensive)
               There's still a sex-change --

                             GEORGIE
               Yeah!  Five pages right before it
               ends!  The rest of the show is about
               some schmuck who likes angora
               sweaters.

                             ED
               I don't think he's a schmuck.

                             GEORGIE
               And what's with this new title?!  My
               poster says "I CHANGED MY SEX"!

                             ED
               So change the poster.  Trust me,
               you'll be better off.  This is a
               story that's gonna grab people.
                       (he goes into a pitch)
               It's about this guy.  He's crazy
               about this girl but he likes to
               wear dresses.  Should he tell her?
               Should he not tell her?  He's torn.
               George, this is DRAMA.

     Georgie throws up his hands

                             GEORGIE
               Fine, shoot whatever baloney you
               want!  I give up.  Just make sure
               it's seven reels long.

                                                    CUT TO:

     EXT. STREET - EARLY MORNING

     We are on location for Ed's first film!  A SMALL CREW of a
     dozen unpacks the camera and reflectors from their cars.  Ed's
     voice rises above the hubbub.

                             ED (O.S.)
               Excuse me, could I have everyone's
               attention?!  Could you gather around?
               I've got something to say.

     The crew members put down their things and gather in a circle.
     In the middle, we reveal Ed, in complete drag.  Dress, nylons,
     pumps, lovely blonde wig... he's quite a sight.  Like an eager
     Scoutmaster, he addresses his troops.

                             ED
               Everybody, we're about to embark on
               quite a journey.  Four days of hard
               work... but when it's over, we'll
               have a picture that'll entertain,
               enlighten, and maybe even move
               millions of people.

     A COUPLE GRIPS glance at each other.

                             ED
               Now the only way we're gonna achieve
               all this is if we stay on schedule.
               Day one -- TODAY -- we'll start easy.
               We have eighteen silent scenes that
               can be shot quickly: Cars parking,
               Patrick's suicide, me strolling as
               a man, me strolling as a woman, etc.
                       (beat)
               After lunch, we'll bring in the
               Inspector and the Doctor.  The Doctor
               is very important to the plot, so we
               might have to spend time on retakes.
               But it's worth it.  Scene totals for
               the first day is thirty-four.
                       (he catches a breath)
               Day Two, we'll be a little busier --

     Veteran CAMERAMAN BILL, an old guy with thick glasses, speaks.

                             CAMERAMAN BILL
               Excuse me Eddie, I don't mean to
               interrupt... but I'm gettin' a little
               worried about those clouds.

     He points up.  Everybody looks at the sky.  The clouds are
     gray.

     Ed nods in agreement.

                             ED
               Good thinkin'.  We'll talk about Days
               Three and Four later.  Now let's get
               that first shot off!  It's Scene 17,
               Glenda looking in the window.

     THE CREW

     disperses.  Ed quickly runs in his heels over to the burly
     make-up man, HARRY.

                             ED
               Okay, do I need any touch-up?

                             MAKE-UP MAN HARRY
               I'm telling ya, eyelashes are the way
               to go.

                             ED
                       (irritated)
               Harry, we've discussed this a million
               times.  I don't want to look like a
               girl.  I want to look like myself.

                             MAKE-UP MAN MARRY
                       (disgruntled)
               Fine.  Then you look beautiful.

     Harry humorlessly powders Ed's nose.  Ed turns away and
     suddenly SHOUTS into a giant megaphone.

                             ED
               PLACES, EVERYONE!  ROLL CAMERA!

                             CAMERAMAN BILL
                       (nonchalant)
               Rolling.

     WIDE

     Ed chucks the megaphone and runs crazily past the camera and
     behind a building.

                             ED'S VOICE
               And -- ACTION!

     A pause, and then Ed, in character as Glenda, calm and
     dignified, steps out and walks down the sidewalk.

     Ed stops at a store window.  He's totally in shadow.

     A grip grimaces.  He TURNS ON a light

     Ed lights up.  He looks in the window, admires a dress on
     display, then silently walks out of frame.

     A beat.  Ed SCREAMS.

                             ED
               And, CUT!  PRINT IT!  LET'S MOVE ON!

                             CAMERAMAN BILL
               Don't you want a second take, for
               protection?

                             ED
                       (exhilarated)
               What's to protect?  It was perfect!

     Suddenly a police car turns the corner.

                             CREW MEMBER
               Cops!

                             ED
               We don't have a permit.  RUN!

     Everyone grabs equipment and takes off.

                                                    WIPE TO:

     INT. LARCHMONT STUDIOS - DAY

     The company is now shooting inside a dinky soundstage.  There
     are dirty mattresses tacked on the walls.  They prep Bela's
     set: A fishnet-draped armchair in front of a flat.  Ed is
     perched high in his director's chair, back in men's clothes.

                             ED
               The set doesn't look right!  It looks
               too... empty.  Clutter it up.  Put
               a skeleton in the corner.  And what's
               that thing over there?

                             PAUL MARCO
               I don't know.

                             ED
               Well it looks good.  Let's use it!

     Georgie hurriedly strides over.  He holds the script.

                             GEORGIE
               Ed!  What's with these revised
               pages?!  A scene in a smelting
               factory?  A buffalo stampede??
               Three-hundred soldiers storming Anzio
               Beach??!  What's going on here?  I
               can't afford to film this nonsense!

                             ED
               Don't worry.  We're not gonna film
               any of it.

                             GEORGIE
               Then how's it gonna get in the
               picture?!

                             ED
               I know a guy in Universal's stock
               house -- he's giving me the footage
               for free.  This movie's gonna look
               like a million bucks.

     Georgie nods.  Oh, okay.

                             O.S. VOICE
               Mr. Lugosi has arrived!

     Ed jumps excitedly.

                             ED
               Oh my God!
                       (he YELLS)
               Mr. Lugosi is here!  Now everyone,
               when he walks on the stage
                       (nobody is listening; so Ed uses
                        his MEGAPHONE)
               Now everyone, when he walks on the
               stage, treat him normal.  I know Bela
               Lugosi is a world-famous star, and
               you're all a little excited, but
               we're professionals.  So if you treat
               him with respect, everything will be
               alright.

     AT THE STAGE DOOR

     The door swings open, and Bela strides in, looking dapper.  He
     glances at the teensy stage, and his face falls imperceptibly.

     Ed runs up, bounding with enthusiasm.

                             ED
               Bela! It's so great to see you!
                       (he glances at his watch)
               And eight o'clock on the dot.  Right
               on time!

                             BELA
               I am always on time.

                             ED
               Of course!  Well, we got a big day
               planned for you... First, we're gonna
               start off a little easy, with you in
               that armchair over there.  Then, once
               you're up to speed and cooking, we'll
               reset and bring out the laboratory
               equipment --

                             BELA
                       (he leans in and WHISPERS)
               Uh, Eddie, do you have my money?

                             ED
               Huh?!  Oh yeah, of course.

     Ed and Bela step over to a corner.

     ACROSS THE ROOM

     From a distance, Ed pulls a wad of money from his pocket and
     peels off a few bills for Bela.  The crew watches, fascinated.

                                                    WIPE TO:

     LATER

     Bela is seated in the ratty armchair on the set.  Harry does
     his make-up.  Harry glances at Bela's arm, and it is full of
     TRACK MARKS.  Harry grimaces, but doesn't say anything.

     Conrad eagerly scurries up.

                             CONRAD
               Mr. Lugosi, I know you're very busy,
               but could I have your autograph?

                             BELA
                       (cordial)
               Of course.

     Conrad hands him a scrap of paper.  Bela signs it.

                             CONRAD
               You know which movie of yours I love,
               Mr. Lugosi?  "The Invisible Ray."
               You were great as Karloff's sidekick.

     Bela's face suddenly hardens.  He snaps.

                             BELA
               "Sidekick"??  "KARLOFF"?!!

     Bela insanely RIPS up the autograph.

                             BELA
               Fuck you!!  Karloff doesn't deserve
               to smell my shit!  That limey
               cocksucker can rot in hell, for all
               I care!!!

     WIDE

     Ed panickedly runs up.

                             ED
               What happened?!  Jesus, Connie, what
               did you do?

                             CONRAD
                       (upset, close to crying)
               Nothin'!  I told him he was great.

                             BELA
               How dare that asshole bring up
               Karloff?!!  You think it takes talent
               to play Frankenstein?!  NO!  It's
               just make-up and grunting!  GRRR!
               GRRR!  GRRR!

     Ed is frozen in fear.  He glances across the stage.

     Georgie is flabbergasted.  He points urgently at his watch.

     Ed nods.  He motions to Conrad: Get out of here.  Conrad runs
     away.  Ed leans in to Bela.

                             ED
               You're right, Bela.  Now Dracula,
               that's a part that takes acting.

                             BELA
               Of course!  Dracula requires
               presence.  It's all in the voice, and
               the eyes, and the hand --

     Bela waves his outstretched arm.  Ed tries to calm him.

                             ED
               Look, you seem a little agitated.
               Do you maybe wanna take a little
               break, go for a nice walk... and then
               we'll come back and shoot the scene?

                             BELA
               BULLSHIT!  I am ready now!  Roll the
               camera!!

     The crew is baffled.  Ed shrugs at them.

                             ED
               Um, okay... roll camera

                             CAMERAMAN BILL
                       (unsure)
               Rolling.

                             ED
               Sound!

                             SOUNDMAN
               Speed.

                             CAMERA ASSISTANT
               Mark.  Scene Thirty-One.

     The Assistant CLAPS the slate in front of Bela, then runs.

                             ED
               And... action?

     It's dead quiet.  Nobody knows what's about to happen.

     WE MOVE IN TO BELA.  And... he suddenly assumes character.
     Like the consumate pro he is.  Bela gets a wicked, sinister
     leer, then starts intoning threateningly:

                             BELA (as the SPIRIT)
               "Beware.  Beware!  Beware, of the big
               green dragon that sits on your
               doorstep.  He eats little boys!
               Puppy dog tails!  Big fat snails!
               Beware.  Take care.  Beware!"

     CLOSEUP - ED

     He is blown away.  He quietly mumbles in amazement.

                             ED
               Brilliant.

                                                    WIPE TO:

     INT. STAGE - NEXT DAY

     Dolores studies her script, as the crew lights a flimsy kitchen
     set.  Ed strolls past, nonchalantly removing a ladies' wig and
     earrings.  She stares in disbelief.

                             DOLORES
               How can you just walk around like
               that, in front of all these people?

                             ED
               Hon', nobody's bothered but you.
                       (he gestures)
               Look around -- they couldn't care
               less.

                             DOLORES
               Ed, this isn't the real world!
               You've surrounded yourself with
               WEIRDOS!

                             ED
               Say it a little louder.  I don't
               think Bela heard you in his trailer.

     Dolores quiets down.  She feels bad.

                             ED
               Dolores.  I need your help...

                                                    WIPE TO:

     FILMING IN PROGRESS - LATER

     A scene is being shot, on camera.  Ed (as Glen) and Dolores (as
     Barbara) stare into each other's eyes.  He's dressed normal,
     and she wears a fuzzy angora sweater.

                             ED (as GLEN)
               "My mind's in a muddle.  I thought
               I could stop wearing these things.
               I tried, honestly I tried..."

                             DOLORES (as BARBARA)
                       (tentative)
               "Glen, I don't fully understand this.
               But maybe together -- we can work it
               out."

     She stands up, dramatically takes off her angora sweater, and
     gives it to Ed.

     He holds it meaningfully, then smiles proudly.

                             ED
               Music swells... and CUT and PRINT IT!

     Ed and Dolores hug.

                                                    CUT TO:

     INT. EDITING ROOM - DAY

     On a MOVIOLA, we see the black-and-white image of Dolores
     taking off her angora and giving it to Ed.

     WE PULL OUT.  Ed and Georgie are hunched over, watching the
     movie.  Ed smiles proudly.

                             ED
               And we fade out.  "The End."
                       (the film runs out)
               What do you think?

     Georgie peers at his watch.  He shakes his bead.

                             GEORGIE
               I think it's fifty-seven minutes
               long.

                             ED
               Yeah?  Whatever.  So did you like it?

                             GEORGIE
                       (like a lecturing teacher)
               Ed, what was the one thing I asked
               you to do?  Make it seven reels long.
               I've got contracts with my
               exhibitors.  If it ain't over an
               hour, they won't play it.

                             ED
               Gee, I used every frame of film we
               shot.  Maybe they won't notice.

                             GEORGIE
               They'll notice.
                       (beat)
               Look, why don't you let me take over
               from here?  I can do a few tricks:
               Pad it out with more stock footage,
               add establishing shots...

                             ED
               Um, I guess --

                             GEORGIE
               Good.  And one more thing.  I think
               your "Written, Directed, and Starring
               Ed Wood" credit is a bad idea.

                             ED
               Why?!  I did all those things!  Hell,
               I even built the props.

                             GEORGIE
               And you did a bang-up job, too.  But
               you don't want other producers to
               know that's you in drag.  Trust me.
               It's a career killer.

     Ed is quite upset.

                             ED
               But I'm proud.  I wrote, directed,
               and starred in it just like Orson
               Welles in "Citizen Kane"!

                             GEORGIE
               Yeah??  Well Orson Welles didn't
               wear angora sweaters, did he??!

     Ed is beaten.

                                                    CUT TO:

     INT. SCREENING ROOM - NIGHT

     It's the cast and crew screening!  The eager two-dozen people
     are packed into a tiny screening room.

     The lights dim, and the movie starts.  A LIBRARY MUSIC fanfare,
     and then: "Bela Lugosi in GLEN OR GLENDA"

     Everyone APPLAUDS excitedly.  Bela smiles.
       
     Credits continue: "Featuring Daniel Davis and Dolores Fuller"

     The audience is audibly baffled.  Bunny BLURTS out.

                             BUNNY
               Daniel Who?!

     Dolores leans in to Ed.

                             DOLORES
               Ed, who is Daniel Davis?

                             ED
                       (sour)
               Some weirdo who likes to wear
               dresses.

                                                    DISSOLVE TO:

     LATER IN THE MOVIE

     ON-SCREEN, Dolores looks tenderly at Ed.

                             DOLORES (on screen)
               "Glen.  Is it another woman?"

     Ed as Glen nervously ponders his response.

     But suddenly -- MUSIC THUNDERS in.  The movie cuts to buffalo
     stampeding.  Bela's angry face is superimposed over this.

                             BELA (on screen)
               "Pull the string!  Pull the string!"

     IN THE AUDIENCE

     People are impressed by this technique.  Bela nods in approval.

     ON-SCREEN

     Out of nowhere, CHEAP JAZZ MUSIC starts, and the movie abruptly
     cuts to SLEAZY STAG PARTY-STYLE FOOTAGE!  A bare-chested man
     whips a bound woman!  A woman dominates another tied to a large
     stick!  A brunette violently rips off her dress and does a
     hoochie-coochie dance!

     IN THE AUDIENCE

     The crowd is stunned.

                             CAMERAMAN BILL
               I didn't shoot that!

     Ed looks back at Georgie, who's wearing a big satisfied grin.

                             ED
               Georgie, what's with the stag
               footage??  You said you were cutting
               in establishing shots!

                             GEORGIE
               I did.  I established some tits and
               ass.

     Ed rolls his eyes.  He turns back to the movie.

     INT. PARTY - LATER THAT NIGHT

     Everybody is CELEBRATING, with a raucous party.  People are
     boozing it up.  BIG BAND MUSIC plays.  Ed dances with Dolores.
     Paul smokes a joint.  Conrad falls over a table and breaks a
     lamp.  Bela dances happily with a cute young REDHEAD.

                             BELA
               Wasn't I something..?  Did you see
               how I command the screen?!

     Ed's giddy buddies stumble over with foaming glasses of beer.

                             BUNNY
               Ed, it was superb.

                             CONRAD
               A great show!  A little strange...
               but great -- especially my scenes.

                             ED
               Just like I always promised.  Now
               you're among the immortals.  You're
               movie stars.

                             PAUL MARCO
                       (he raises his glass)
               Here's to Ed.  For making us into
               something.

     It's a warm moment.  They all CLINK their glasses.

     Dolores kisses Ed.

                                                    CUT TO:

     EXT. BUNGALOW HOUSE - DAY

     We're outside a cute little Spanish bungalow house.  Ed and
     Dolores are moving in.  They lug furniture from a rented truck.

                             ED
               From today on, our lives are
               different!  We'll be swimming laps
               in the same pool Jean Harlow did.

                             DOLORES
               I don't know.  It's so much money...

                             ED
               Who cares?!  We're on a ROLL!  These
               are the moments in life you're
               supposed to grab.

                             DOLORES
               But Ed, we're not even married.  And
               you don't have a job.

                             ED
               But you do!  And anyway, I've got
               tons of new scripts.  And now that
               I have a track record, studios are
               bound to hire me!

     She just stares.  Ed shrugs, semi-reassuringly.

                             ED
               Look on the bright side.  If we miss
               the rent, what's the worst they can
               do?

                             DOLORES
               Toss us out on our ass.

                             ED
               Exactly.

     INT. BUNGALOW - DAY

     The house is moved in.  Ed's unkempt dogs run about.  Pumped-up
     Ed sits on the bed typing fiendishly fast while wearing an
     angora sweater.  A cigarette dangles from his mouth, and a
     bottle of booze lays in his lap.  Bela sits quietly nearby.

                             ED
               How 'bout a western?  People love
               westerns.

                             BELA
               But, I don't like horses.  Do I have
               to get on one?

                             ED
               Eh, forget it.  What else is big?
                       (his face lights up)
               Teenagers!  Jailbait pics!  Yeah...
               You got the juvenile delinquent, his
               girlfriend from the wrong side of the
               tracks --

                             BELA
               Who do I play?

                             ED
               Uh, a cop.  NO!  You play the father.
               He's angry!  He doesn't like seeing
               his son -- no -- he doesn't like
               seeing his daughter behave this way!

                             BELA
                       (cautious, not to offend)
               Well... can't I play the romantic
               part?  I'm tired of always being the
               bad guy.  You know, back in Hungary,
               I played Romeo!  I would like to be
               the lover again -- me, in a boat,
               with the girl...

     Ed considers this.

                             ED
               Sure.  Romance, that's great!  To
               engineer your comeback, we're gonna
               need a whole slate of pictures.  Once
               "Glen Or Glenda" takes off, we'll
               slam you into one, then another, then
               another!

                             BELA
                       (he smiles)
               That's good.  I could use the money.

                             ED
               But we need to start off with a bang!
               Something we know the audience will
               want to see.  Mmm.  What was your
               biggest hit?

                             BELA
                       (he thinks)
               Hmm... my biggest hit?  That would
               probably be "Dracula."

                             ED
               Of course!

     Ed crabs a pen and excitedly scrawls out the word "DRACULA."
     Bela frowns.

                             BELA
               Those bastards at Universal.  I made
               so much money for them, and now I
               can't get the time of day.

                             ED
               So let's make another "Dracula."
               Let's make "The Return of Dracula"!

                             BELA
               We can't.  Those sons-a-bitches
               control the rights.

                             ED
               They do?  Shoot.  There must be a
               way to get around that...

     Ed's mind is working.  He holds out the paper and stares at
     it.  Suddenly, he grins.  He grabs the pen and makes a period
     after the "DR."  It now says "DR.ACULA"

                             ED
               Ha-ha!  Dr. Acula!

                             BELA
               Dracula?

                             ED
               No!  Doctor Acula!  You can still
               wear the cape, have the fangs...
               but you're a doctor!  Not a count.

                             BELA
               Ah!  This is very exciting.

                             ED
                       (inspired)
               I gotta type this up, while it's
               still fresh!

     Ed rips the paper from his typewriter, puts in a blank page,
     and starts typing.

                                                    CUT TO:

     EXT. MOVIE STUDIO GATE - DAY

     We're outside the imposing gates of MGM.  The lion logo is
     overhead.  Ed drives up in his dirty Nash Rambler convertible.
     He wears his nicest suit.  Ed peers nervously at the GUARD.

                             ED
               Excuse me, I'm here to see Mr.
               Feldman.

     The Guard stares suspiciously at Ed.  His filthy car is leaking
     oil.

                             GUARD
               What's your name?

                             ED
               Edward D. Wood, Junior.

     The man frowns.  He looks through his files -- then finds a
     parking slip with Ed's name.  He is surprised.

                             GUARD
               Oh.  Eh, he's in the Executive
               Building.  You can park in the
               reserved section.

     Ed smiles.

     INT. EXECUTIVE WAITING ROOM - DAY

     The room is very posh, with fancy paneling and marble floors.
     Ed sits nervously under posters for "GRAND HOTEL" and "QUO
     VADIS."  Film cans labled "Glen Or Glenda" rest in his lap.

                             SECRETARY
               Sir, Mr. Feldman will see you now.

     She hits an electric button.  A large oak door swings open.

     INT. OFFICE

     Behind a giant desk is MR. FELDMAN, a glib, thin over-
     caffeinated man.  He jumps up, smiling.

                             MR. FELDMAN
               Mr. Ward, it's a delight to meet you.

                             ED
                       (shaking his hand)
               It's Wood.  Ed Wood.

                             MR. FELDMAN
               Wood?  Ward?  Wood.
                       (puzzled, he glances at his
                        appointment book)
               Hey, what do you know.  It is Wood.
               Dang secretaries, you can never get
               a good one.  Right?

     Ed shrugs.  Feldman grins.

                             MR. FELDMAN
               So what are you bringing me?  Looks
               like you got some film cans.

                             ED
               Well, Mr. Feldman, some people have
               resumes to show.  I've got my own
               movie.

                             MR. FELDMAN
               Really?!  Well good for you.

                             ED
               I just made this picture, over at
               Screen Classics.  It opens next week.

                             MR. FELDMAN
               Screen Classics?  Hmm, don't know
               them.

                             ED
               Nobody in town has seen it, so I'm
               givin' you first crack at my talents.

                             MR. FELDMAN
               I can't wait to take a look.
                       (he claps his hands)
               So what's up next?

     Ed leans in.

                             ED
               Well, Mr. Feldman, I don't believe
               in thinking small.  So I've got a
               whole slate of pictures for you: "The
               Vampire's Tomb," "The Ghoul Goes
               West"... and "Doctor Acula"!

                             MR. FELDMAN
               Doctor Acula?  I don't get it.

                             ED
               Dr. Acula!

     Ed writes it out, "DR. ACULA," then waves it in Feldman's face.
     Feldman nods.

                             MR. FELDMAN
               Oh, "Dr. Acula."  I get it.
                       (beat)
               I don't like it.

                             ED
               But Bela Lugosi's in it!

                             MR. FELDMAN
               Lugosi's washed-up.  What else you
               got?

     Ed grimaces.  Lugosi was 90% of his pitch.  He vamps.

                             ED
               Well... I've got another project I
               wasn't gonna tell you about.
               Lugosi's in it, but he's got a
               smaller part.  The lead is an
               ingenue, a sterling young actress
               named Dolores Fuller.  The title is
               "Bride Of The Atom."

                             MR. FELDMAN
               Ah!  Atomic Age stuff, huh?  I like
               it.
                       (he smiles)
               I'll tell you what, Mr. Ward.  Why
               don't you leave those film cans, and
               my associates and I will take a look
               at your little opus.  Maybe we can
               do business together.

     Ed is elated.

     INT. STUDIO SCREENING ROOM - DAY

     Feldman and his fellow SMARMY EXECUTIVES sit in a plush
     screening room.  They are viewing "Glen Or Glenda."

     ON-SCREEN, Ed is in drag.  A SOLEMN NARRATOR within the movie
     speaks:

                             SOLEMN NARRATOR (V.O.)
               "Give this man satin undies, a dress,
               and a sweater... and he's the
               happiest man in the world.  He can
               work better, think better, even play
               better -- and be more of a credit to
               his community and his government."

     ANGLE ON THE EXECUTIVES

     They are stupefied.  Yikes!

                             EXECUTIVE #1
               What the hell is this?!

                             EXECUTIVE #2
               Is this an actual movie?!

                             EXECUTIVE #1
               It can't be.

                             EXECUTIVE #2
               It's fuckin' ridiculous!

     Feldman squints at the screen.

                             FELDMAN
               Wait a minute.  That guy in the dress
               -- he's the one I met with today!
               This must be a big PUT-ON!
                       (he CHUCKLES)
               It's probably another one of Billy
               Wellman's practical jokes!

     Everybody suddenly starts HOWLING with laughter.

                                                    CUT TO:

     EXT. NEWSSTAND - DAY

     Ed zooms up and chipperly jumps from his car.  He buys a "Los
     Angeles Herald-Express," eagerly opens it to the entertainment
     pages... and then gets a confused look.  Ed quickly starts
     rifling through the pages -- something is wrong.

     EXT. PHONE BOOTH - DAY

     Ed angrily shouts into the phone.

                             ED
               Georgie, what happened?!  I thought
               "Glen Or Glenda" was opening next
               week!  Where's the ads?

     An OLD-FASHIONED SPLIT SCREEN of Georgie on the phone appears.

                             GEORGIE
                       (pissed-off)
               "Where's the ads"?!  The ads are in
               Alabama, Indiana, and Missouri!  You
               schmuck, it ain't gonna play L.A.!

                             ED
               Why not??

                             GEORGIE
               Because I can't sell it to save my
               life!  You made a goddamn feathered
               fish.  Is it an art film, a horror
               show, a hygiene flick?  Nobody knows!
               I'm beggin' people to book it.

                             ED
                       (insulted)
               Maybe it needs special handling.

                             GEORGIE
               Screw you, Wood!  I even sunk more
               money into different titles:
               "Transvestite" "He Or She?" "I Led
               Two Lives"... It DOESN'T MATTER!
               Nobody wants to see the piece of
               shit.

                             ED
               You can't talk that way about my
               movie.

                             GEORGIE
               "Your movie"?!  I wish it was your
               movie!  I wish I hadn't blown every
               dime I ever made into this stinkbomb.
               If I ever see you again, I'll kill
               you!!!

     Georgie SLAMS down the phone.  His split screen WIPES off,
     leaving Ed standing alone.

     Ed stares at the phone, then quietly hangs it up.

                                                    CUT TO:

     INT. OLYMPIC AUDITORIUM - NIGHT

     WHAM!  A WRESTLER throws another WRESTLER at the mat.  The
     crowd CHEERS raucously.  We're at the Saturday Night Wrestling
     Matches!

     In the stands are Ed, Dolores, Bunny, and Bunny's new YOUNG
     MALE "FRIEND."  Seated around them are hollering truckers and
     ex-Marines.  Bunny giggles and nudges gloomy Ed.

                             BUNNY
               So guess where I'm going next
               weekend?

                             ED
               I don't know.  Where?

                             BUNNY
               Mexico!  And guess what I'm going to
               do there?!

                             ED
                       (not enjoying this game)
               I dunno.  Lie on the beach?

                             BUNNY
               WRONG!  I'm getting my first series
               of hormone shots!  And once those
               babies kick in, they're gonna remove
               my organs, and MAKE ME A WOMAN!

     Ed is astonished.

                             ED
               Jesus!  Are you serious?

                             BUNNY
               Yes!  I've dreamed of it for years,
               but your movie made me realize I've
               got to take action.  GOODBYE, PENIS!

     The truckers nearby stare.  Dolores covers her face.

                             DOLORES
               Ssh!  Will you keep it down?

     The crowd suddenly ROARS and jumps up.  A favorite wrestler has
     entered the ring, massive TOR JOHNSON, 50.  Tor is an
     incredible sight: A bald, lumbering behemoth.

                             RING ANNOUNCER (amplified)
               Now entering the ring, in the gold
               trunks, 350 bone-crunching pounds of
               pure strength, the "Swedish Angel"...
               Tor Johnson!!!

     The crowd goes apeshit.  The stands are going to collapse from
     the SHOUTING.

     Ed's eyes are the size of saucers.

                             ED
               My God, look at that guy.  He's a
               mountain!

     The bell RINGS.  Tor quickly grabs his OPPONENT, a man in a
     blue mask, and throws him at the ground.  Then Tor jumps onto
     his stomach, easily picks him up, and heaves him at the ropes.

     People CHEER.  Ed is flabbergasted.

                             ED
               I've never seen anything like him!

                             BUNNY
               And once I'm a woman, Jean-Claude and
               I are getting married --

                             ED
                       (eyes glued to the ring)
               Ssh!  He's so big!  He's a monster!
               Can you imagine what that guy would
               be like in a movie?

     ON TOR

     He screams maniacally in Swedish.  Tor lifts the Opponent over
     his head and tosses him into the stands.  Three rows of chairs
     get knocked over.

                                                    CUT TO:
       
     EXT. WRESTLER'S BAR - NIGHT

     A tiny miniature European car pulls up.  Tor Johnson is
     squeezed inside -- ludicrously oversized for this vehicle.  Tor
     carefully wedges himself out and enters the bar.

     INT. WRESTLER'S BAR - SAME TIME

     This rowdy bar is packed with burly WRESTLERS.  Tor walks in,
     and men cheerily yell out: "Hey, Tor!" "Hi, Tor!"  Tor grins.
     In person, he actually seems a jolly, outgoing fellow.

     Ed waves from the corner

                             ED
               Mr. Johnson, over here!

     Tor smiles and lumbers over

                             ED
               Glad you could fit me in your
               schedule.

                             TOR
                       (in a hoarse SWEDISH ACCENT)
               Da pleasure be mine.

     They shake hands.  Ed's hands look like a baby's in Tor's giant
     mitts.

     Tor tries to sit in the booth.  But he can't fit.

                             TOR
               Could we moovf to table?

                             ED
               Oh, of course!

     Ed jumps up.  They move to a large table.  Now Tor is happy.
     He starts shoveling beer nuts into his mouth.

                             ED
               So, Mr. Johnson --

                             TOR
               Tor!

                             ED
               Tor.  Have you ever thought about
               becoming an actor?

                             TOR
                       (he CHUCKLES)
               Mm, not good-lookink enough.

                             ED
               I think you're quite handsome.

                             TOR
               No.  With hair, yah.  But I must
               shave head for wrestlink.  It scare
               da crowds.  Dey like that.

       Ed smiles.

                             ED
               Well, I think you'd be a sensation
               in pictures.

                             TOR
               But what bout accent?  Some people
               tink I haf too much accent.

                             ED
               Nah, that doesn't matter!  It's a
               visual medium.

     A WAITRESS saunters over.

                             WAITRESS
               Tor, what can I get ya?

                             TOR
               I'll haf eight beers.

                             WAITRESS
                       (nonchalant, to Ed)
               And you?

                             ED
               Uhh, I'll have just one.

     She walks off.  Tor shakes the now-empty nut bowl.

                             TOR
               And more nuts!

     Ed tries to grab Tor's attention.

                             ED
               So anyway, I've got this new script,
               "Bride Of The Atom," and there's a
               part you're ideal for: "Lobo."  He's
               tough.  A brute.  But he has a heart
               -- and at the end he saves the girl.

                             TOR
                       (he laughs merrily)
               I like.  When do movie shoot?

                             ED
               Hopefully, very soon.  I'm just
               awaiting the final okay from Mr.
               Feldman at MGM.

                                                    CUT TO:

     INT. ED'S BEDROOM - LATE NIGHT

     Ed and Dolores are asleep.  Suddenly the phone RINGS.  Ed
     fumbles for it and groggily answers.

                             ED
               Wood Productions...

     We hear Bela's weak VOICE.

                             BELA (on phone)
               Eddie... help me...

                             ED
               Bela?

                             BELA (on phone)
               Eddie... please come over --

     CLICK.  The phone hangs up.  Ed is very alarmed.

     EXT. BELA'S HOUSE - LATE NIGHT

     The wind is blowing.  Ed's Nash roars up, and he jumps out, a
     coat over his pajamas.  He runs up and POUNDS on Bela's door.

                             ED
               Bela?!

     Ed tries the door. It's unlocked.

     INT. BELA'S HOUSE - SAME TIME

     Ed steps into the dark room, and is stunned by what he sees:
     Bela is slumped on the floor, pasty white, eyes glazed.  A
     rubber tube is tied on his arm, and a HYPODERMIC NEEDLE lies
     next to him.

     The dogs crouch behind him, whimpering, despondent,
     Bela looks up through half-opened eyes.

                             BELA                                   
               Eddie... my friend.

     Aghast, Ed runs over.

                             ED
               Bela, what happened?!

                             BELA
               I didn't feel well...

                             ED
               Let me take you to the hospital.

                             BELA
               No hospital.  Just take me to the
               couch...

     Ed nods.  He picks up the old man and carries him across the
     room to the couch.  The large portrait of Bela, young and
     robust, peers down.

                             ED
               Should I call a doctor?

                             BELA
               Nah.  This happens all the time...

     Ed puts a pillow under Bela's head.

                             ED
               Is there anything I can get you?
               Water?  A blanket?

                             BELA
               Goulash.

                             ED
                       (distressed)
               I don't know how to make goulash.

     Ed sits next to him.  An awkward pause.

                             ED
               What's in the needle?

                             BELA
               Morphine, with a demerol chaser.
                       (he starts crying)
               Eddie, I'm so broke.  I don't know
               what I'm gonna do...

                              ED
               Don't worry.  I'll do something.

                                                    CUT TO:

     EXT. MOVIE STUDIO GATE - MORNING

     Ed stands outside MGM, talking into a phone at the guard gate.

                             ED (on phone)
               Mr. Feldman!  I haven't been able to
               get through, so I just showed up.
               Yeah, out front!  So, are we gonna
               be working together?
                       (his face slowly falls)
               Really?  Worst film you ever saw...?
                       (beat)
               Well, my next one will be better.
                       (beat)
               Hello?

     INT. ED'S HOUSE - DAY

     Dolores tries to cheer up gloomy Ed.  He's wearing angora.

                             ED
               I'm no good.

                             DOLORES
               Ed, it's just one man's opinion!

                             ED
               Bela needs a job... I can't even get
               a film going...
                       (listless)
               But of course I can't -- I made the
               worst movie of all time.

                             DOLORES
               That's ridiculous.

     Ed sighs.

                             ED
               All I wanna do is tell stories.  The
               things I find interesting...

                             DOLORES
               Well maybe you're not studio kind of
               material.  Maybe you just need to
               raise the money yourself.

     Ed looks up.

     INT. BANK - DAY

     Ed sits opposite a LOAN OFFICER.

                             ED
               The movie is called "Bride Of The
               Atom"...

     INT. DENTIST'S OFFICE - DAY

     Ed continues, pitching to three DENTISTS in white coats.

                             ED
               ...It will star Bela Lugosi.  Each
               of you would put up $20,000...

     EXT. PHONE BOOTH - DAY

     Ed stands at a busy intersection.  He YELLS into a phone.

                             ED
               Yes, that's right.  The Bela Lugosi.
               He's still alive.
                       (beat)
               Huh?  Is he available Friday night?
               Gee, I suppose so... Why?

                                                         cut TO:

     INT. TV STUDIO - NIGHT

     We're backstage at a '5Os variety show.  It's exciting live TV:
     Showgirls, techies, and cast members dart about in a state of
     hyped-up tumult.

     INT. DRESSING ROOM - SAME TIME

     Bela and Ed sit in his dressing room, running lines.  Bela is
     in his Count outfit: Cape, jet black hair, red lips, etc.  They
     both read off SCRIPTS.

                             BELA
               "Greetings.  I am the Count."

                             ED
               "Greetings.  I am Slick
               Slomopavitz, Seeker of Adventure."
               Audience laughs.  Applause.  "Say,
               that's a funny place to sleep."

                             BELA
               "It is my home."

                             ED
               "Oh, tract housing, huh?"  Laugh.
               "You need a new real estate agent."

                             BELA
               "Beg to differ.  This casket
               incarpratates, er, inporporates --"

     Ed interrupts.

                             ED
               No Bela, that's "incorporates."  Look,
               just say "This casket has..."

                             BELA
                       (upset)
               Ach!  How do they expect a Hungarian
               to pronounce this dialogue?  This
               live television is madness!

     An ASSISTANT knocks and sticks her head in.

                             ASSISTANT
               Five minutes, Mr. Lugosi.

     INT. BACKSTAGE - MINUTES LATER

     Ed and Bela stand in the wings.  Onstage is the SHOW HOST, a
     cheesy comedian.  He is doing a routine with Criswell, the
     famed psychic who opened this movie.  Criswell wears a tux and
     a turban and is acting mysterious.

                             HOST
               And then what's gonna happen?

                             CRISWELL
               In 1960, the automobile will have
               retractable wings, so it can fly.

                             HOST
               Sounds like a heck of a way to beat
               traffic.

     Audience LAUGHS.  Criswell rubs his temples enigmatically.

                             CRISWELL
               By 1970, Man will have colonized
               Mars.  Millions of people will live
               there.

     Ed is mesmerized.

                             ED
               Wow!  Ain't that something.

     INT. STUDIO - LATER

     We're out in the audience.  The curtain rises on a SPOOKY SET:
     Shadows, cobwebs, and a coffin in the center.  The Host walks
     onstage, to huge APPLAUSE.  He's playing his "Slick" character,
     a befuddled moron in a funny hat.  The Host shines a flashlight
     around, and then the coffin opens.  Bela sits up.  There's more
     APPLAUSE.

                             BELA
               Greetings.  I am the Count.

                             HOST
               Greetings.  I am Slick Slomopavitz,
               Seeker of Adventure.

     The audience LAUGHS.  Then APPLAUSE.

                             HOST
               Say, that's a funny place to sleep.

                             BELA
               It is my home.

                             HOST
               Oh, tract housing, huh?
                       (he starts AD-LIBBING)
               I guess I shouldn't complain about
               my duplex in Burbank.  What a dump.
               Some places have a Murphy bed, this
               place has a Murphy shower.  I still
               don't know where to hang the towels!

     The audience HOWLS with laughter.  Bela is totally lost.  He
     seems incredibly confused.

                             BELA
               Uh, beg to differ.

                             HOST
               "Beg to differ?!"  Hey, I'm talkin'
               about my duplex in Burbank!

                             BELA
                       (terrified, groping)
               Uh, Greetings.  I am the Count...

     BACKSTAGE

     Ed covers his face in embarrassment.

                                                    CUT TO:

     INT. STUDIO HALLWAY - LATER

     The Host angrily storms past.

                             HOST
               I told you we should've gotten
               Karloff.

     He exits.  A door opens, and Ed and Bela quietly step out.

                             ED
               Bela, don't worry.  You're better
               than all this crap.

                             BELA
                       (distraught)
               I never said I could ad-lib...

                             ED
               Forget about it.  We'll make our new
               movie, and you'll be a star again.

     They shuffle away... until Criswell and his snazzy ENTOURAGE
     burst around a corner.  Even in person, Criswell is ethereal
     and quite self-important.  He is delighted to see Bela.

                             CRISWELL
               Mr. Lugosi!  It is an unparalleled
               privilege to meet you.  Allow me to
               introduce myself... I am CRISWELL!

                             BELA
                       (morose)
               It's a pleasure...

                             CRISWELL
               Ah, cheer up!   Don't lose heart over
               what happened tonight.
                       (he points at his temple)
               I predict that your next project will
               be an outstanding success!

                             ED
               Wow.

                             CRISWELL
               And who may you be?

                             ED
               Edward Wood, Sir.

                             CRISWELL
               Ah.  The director of "Glen Or
               Glenda."

                             ED
                       (startled)
               H-how'd you know?!

                             CRISWELL
               I'm Criswell.  I know all.

     Criswell winks.

                                                    CUT TO:

     INT. MOCAMBO ROOM - NIGHT

     Latin horns blast onstage of this hopping '5Os nightclub.
     Cigarette girls roam about.  Seated at a front table is Ed,
     Bela, and Criswell's group.  Everyone's plastered and laughing.
     Criswell shouts above the din at a WAITER.

                             CRISWELL
               Bring me two more Beefeater martinis.
               Eddie will have another whiskey,
               Dagmar's a Rum-and-coke, Moustapha
               and King are chablis -- hey Bela,
               would you like a wine?

                             BELA
               No.  I never drink -- wine.

     The whole table CRACKS UP.  Bela cheers up.  Ed turns to
     Criswell.

                             ED
               Hey Cris, how'd you know we'd be
               living on Mars by 1970?  How'd you
               know it wouldn't be 1975, or even
               1980?

                             CRISWELL
               I guessed.

                             ED
               I don't understand.

                             CRISWELL
               I made it up.  It's horseshit!

     Ed's jaw drops.

                             CRISWELL
               There's no such thing as a psychic.
               People believe my folderol because
               I wear a turban and a black tuxedo.

                             ED
               It's that easy?

                             CRISWELL
               Eddie, we're in show biz!  It's all
               about razzle-dazzle.  Appearances.
               If you dress nice and talk well,
               people will swallow anything.

     Criswell smiles knowingly.  Ed nods at this profound wisdom.

                                                    CUT TO:

     EXT. BROWN DERBY - NIGHT

     We're outside the legendary hat-shaped restaurant.  A large
     Eldorado pulls up, and a CONSERVATIVE MAN and his PLUMP WIFE
     step out and approach the DOORMAN.

                             CONSERVATIVE MAN
               Excuse me.  We're here for the Wood
               party.

                             DOORMAN
               Ah, that would be in the Venetian
               Room, sir.

     The couple raise their eyebrows.  They're impressed.

     INT. BROWN DERBY - NIGHT

     A large banner says "BRIDE OF THE ATOM - NEXT YEAR'S SMASH
     HIT!"

     In a private back room, Ed is throwing a LAVISH BACKERS PARTY.
     All his riff-raff friends are dressed in tuxedos and gowns,
     strutting about with flutes of champagne like they're extras
     in "The Great Gatsby."

     Bewildered POTENTIAL BACKERS wander around.  Ed shmoozes them.

                             ED
               We're gonna have the most terrifying
               monster ever seen on film!  A ghastly
               creature created from an atomic
               mutation!

                             BACKER'S WIFE
               I don't like scary movies.  I go more
               for ones with love stories.

                             ED
                       (without dropping a beat)
               Well that's what this movie is...
               a heartbreaking romance!  It's about
               a young reporter, Janet Lawton, in
               love with a young cop, Dick Craig.

     ACROSS THE ROOM

     Conrad and Paul sit in a corner.  Conrad has a shoe off and is
     scratching his foot.  Ed alarmedly runs over.

                             ED
               What do you think you're doin'?!

                             CONRAD
               These shoes are itchy.

                             ED
               You can't sit!  You gotta walk
               around, with good posture.  You want
               these people to think we have class.
               Otherwise they'll never invest in our
               movie.

     ACROSS THE PARTY

     Two AMAZED BACKERS have their hands around Tor's giant arm.

                             AMAZED BACKER
               Bernie, get a load of this guy!

                             TOR
                       (proud of his size)
               Biceps 22! Chest 62! Stomach 54!

                             AMAZED BACKER
               Whew!  You're quite a specimen.
                       (beat)
               And you're gonna be in the picture?

                             TOR
               Yes.  I play Lobo!

     ACROSS THE ROOM

     An excited HICK BACKER shakes Bela's hand.

                             HICK BACKER
               Mr. Lugosi, I can't believe I'm
               meeting you in person.  This is one
               of the most exciting moments of my
               life.

                             BELA
               Thank you.  And you are?

                             HICK BACKER
               Charlie Johnson!  I manufacture
               toothpaste tubes.

     ACROSS THE PARTY

     Criswell struts in the b.g., talking to someone.

                             CRISWELL
               I predict "Bride Of The Atom" will
               be the biggest moneymaker of all
               time!

     In the f.g., Ed introduces Dolores to a SOUTHERN BACKER.

                             ED
               And this is lovely starlet Dolores
               Fuller, who will play Janet Lawton.

                             SOUTHERN BACKER
               And how much will this picture cost?

                             ED
               In a normal studio it would be
               half-a-million, with all their
               wasteful overhead and fancy offices.
               But because we're more efficient, we
               can bring it in for seventy grand!

                             SOUTHERN BACKER
               Hmm.  Well I'll consider it...

     EXT. BROWN DERBY - LATER THAT NIGHT

     Ed and his buddies wave goodbye to the departing backers.

                             ED
               Goodbye!  Goodbye!

                             BELA
                       (to Ed)
               So how'd we do?

                             ED
                       (faking a big smile, but SOTTO
                        VOCE to Bela)
               We didn't make a dime.

     IN THE PARKING LOT

     A VALET hands the car keys to the Conservative Backer.

                             VALET
               That's twenty-five cents, sir.

     The man glances at his Wife. She shrugs.

                             WIFE
               I gave all my money to the
               babysitter.

     The man grimaces.  He checks his pockets, pulls out a handful
     of PENNIES, and counts them out...

                                                    CUT TO:

     EXT. ED AND DOLORES'S BACKYARD - DAY

     Ed sits in a chaise lounge by the pool, studying papers and
     drinking shots of whiskey.  He's in a woman's pantsuit and
     fuzzy slippers.  Dolores marches out.

                             DOLORES
               Ed, the landlord called again.  He
               wants his money.

                             ED
               Tell him "Bride" is in pre-
               production.

                             DOLORES
               Ed, the landlord doesn't care.

                             ED
               That's the problem!  Nobody cares
               about my movie!  I'm tryin' so hard,
               I don't know what else to do!

                             DOLORES
               Don't get angry at me.  Maybe you
               just need a day job.

                             ED
                       (upset)
               Dolores, don't you understand?  I'm
               a director now!  I made "Glen Or
               Glenda."  Directing is my day job.

                             DOLORES
                       (irate)
               All I know is, ever since "Glen Or
               Glenda," all you do is booze it up
               and wear my clothes!

     Suddenly Paul hesitantly steps through the back gate.

                             PAUL MARCO
               Uh, yoo-hoo.  Excuse me!  Sorry to
               interrupt, but I got some big news.

                             ED
                       (dour)
               Yeah...?

                             PAUL MARCO
               Well my cousin Fred met this dame
               from back East.  She's from "old
               money," and he thinks she's loaded.
               And here's the kicker: She's very
               interested in the picture business!

     ANGLE - ED

     He slowly smiles. It's like sun breaking through rain clouds.

                                                    CUT TO:

     EXT. RESTAURANT PATIO - DAY

     We're at a fancy outdoor brunch.  Ed is shaking hands with
     pretty LORETTA KING, 25, a pale brunette in a classy dress.

                             LORETTA
               Pleased to meet you.  I'm Loretta
               King.

                             ED
               I understand you just moved here?

                             LORETTA
               Yes.  Hollywood is oh so exciting.

     A WAITER walks over, with a water pitcher.

                             WAITER
               Water, Ma'am?

                             LORETTA
                       (suddenly freaking out)
               No!  No water!  NO LIQUIDS!  I'm
               terribly allergic to them!

     The waiter is bewildered.  He hurries away.  Ed leans in.

                             ED
               So my associate Mr. Marco tells me
               you may be interested in investing
               in a motion picture.

                             LORETTA
               Perhaps a small amount of money.
                       (she smiles)
               How much do one of your motion
               pictures cost?

                             ED
               For this one, we need $60,000.

                             LORETTA
               That's all??  That seems very
               reasonable for an entire picture.

     Ed perks up.  She's a live one!

     Ed pulls a script from his briefcase and hands it to her.

                             ED
               Perhaps you'd like to look at the
               photoplay.

                             LORETTA
               Oh my, this is very interesting.
                       (she skims the pages)
               Say... do you think it would be
               possible for me to maybe play one of
               these parts?

                             ED
                       (very enthused)
               Oh, of course!!  There's a couple
               characters you'd be perfect for: The
               secretary at the newspaper office,
               or the file clerk!

                             LORETTA
               Hmm.  Those sound kind of small.
                       (stopping at a page)
               Oh, here's one that looks good: Janet
               Lawton.  I'd sure like to play her.

     Ed blanches.

                             ED
               J-Janet Lawton???

                             LORETIA
               Yes, Janet Layton is clearly the part
               to play.  She's got some real meaty
               scenes!  Can't you just see me in
               that part??

     CU - ED

     He is aghast.  What a stomach-churning decision.  He stares at
     Loretta, then slowly croaks a response.

                             ED
               Uh... yeah...
                       (beat)
               You'd be perfect.

                                                    CUT TO:

     EXT. ED AND DOLORES'S HOUSE - DAY

     We HEAR dishes being violently thrown.  Dolores SCREAMS inside.

                             DOLORES (o.s.)
               You bastard!  You two-timing,
               dress-wearing son-of-a-BITCH!!

     INT. HOUSE - SAME TIME

     Dolores is crying and screaming angrily.  Ed ducks the objects
     she hurls at him.

                             ED
               It was the only way I could get the
               movie made!

                             DOLORES
               Who do you think's been paying the
               rent?!  Who helped type your script,
               and did all your grunt work?!

                             ED
               I'm sorry!  What did you want me to
               say?

                             DOLORES
               I wanted you to say, "No!  I wrote
               the part for my girlfriend Dolores."

                             ED
               But there's plenty of other parts.

                             DOLORES
               Like what?!

                             ED
                       (nervous)
               The secretary.  Or the file clerk.

     Dolores is stunned.

                             DOLORES
               YOU ASSHOLE!

     She hurls a pot at Ed.  WHACK!  It slams him in the head.

                                                    CUT TO:

     INT. SOUNDSTAGE - DAY

     The sets are being erected for "Bride Of The Atom"!  The crew
     hurries about the small stage, as Ed energetically supervises.
     He has a large band-aid on his head.

                             ED
               This is gonna be Bela's laboratory,
               so it should be real impressive!
               Like one of those mad scientist
               movies.  I want beakers, and test
               tubes, and one of those electrical
               things that buzzes!

                             BUNNY
               You mean a Tesla coil?

                             ED
               If you say so.

     Tor lumbers over, in his ripped Lobo outfit.  His face has fake
     gashed-up scars.  Tor holds the script.

                             TOR
               Edvard!   I haf question 'bout script.
               My vife Greta, she read.  And she no
               like.

                             ED
               Really?  Was the third act too
               intense?

                             TOR
                       (trying to be polite)
               No.  She tink Lobo is waste of my
               time.  Lobo don't talk.

                             ED
               But Tor, it's a starring part!
               You're second billed.

                             TOR
               Bela, he talk.  Loretta, she talk.
               But Tor, he no talk.

     Ed thinks.  He quickly puts a spin on this.

                             ED
               Tor, dialogue is overrated.  You look
               at the classic film actors, who are
               they?  Fairbanks.  Chaplin.  They
               didn't talk!  They did it all with
               their face.

                             TOR
                       (still bothered)
               But Greta say --

     Loretta walks over, holding two dresses.

                             LORETTA
               Eddie, which dress do you like
               better?

                             ED
               I don't know.
                       (he yells o.s.)
               Hey Bill, which dress is better for
               you, the green or the red one?

     Cameraman Bill is standing at the camera.  He squints.

                             CAMERAMAN BILL
               Which one is the red one?

                             ED
                       (confused)
               What do you mean?

                             CAMERAMAN BILL
               I mean I can't see the difference.
               I'm color-blind.
                       (beat)
               But I like the dark gray one.

                                                    WIPE TO:

     LATER

     The crew is shooting on a spooky castle foyer set.

                             ED
               ACTION!

     Bela enters, wearing a lab coat costume.  As he slowly crosses,
     the old man rubs his hands fiendishly.  Ed YELLS live direction
     through a megaphone.

                             ED
               Okay, you're Dr. Eric Vornoff.
               You're upset. You've worked so hard
               on this experisent, and you don't
               want to see it fail.
                       (Bela stops, to "emote")
               No, you're not that upset.  You want
               to keep moving.  You wanna cross the
               room.
                       (Bela exits)
               Okay, CUT!  BEAUTIFUL!  PRINT IT!

     Ed claps his hands triumphantly.

                             ED
               Alright, let's go immediately to
               Scene 52.  Tor, are you in place?

                             TOR'S VOICE
               Yah.

                             ED
               Okay, CUE RAINSTORM!

     Behind the window, Conrad pours a watering can.

                             ED
               And roll camera!  ACTION!

     Tor enters, but can barely squeeze his bulk through the door.
     Finally he enters.  Ed YELLS through the segaphone.

                             ED
               Okay, you're Lobo.  You're upset.
               You've worked so hard helping Dr.
               Vornoff on this experiment, and you
               don't want to see it fail.
                       (Tor stops, to "emote")
               No, you're not that upset.  You want
               to keep moving.  You wanna cross the
               room.
                       (Tor exits)
               Okay, CUT!  PERFECT!  PRINT IT!

     OFF STAGE

     Bela talks to Tor.

                             BELA
               At Universal, they shot two scenes
               a day.  Eddie can knock off twenty
               or thirty!  He's incredible.

     BACK ON SET

     Cameraman Bill leans in to Ed.

                             CAMERAMAN BILL
               Hey Ed, shouldn't we do another take?
               Big Baldy kinda got stuck in the
               doorway.

                             ED
               No, it's fine.  It's real!  In
               actuality, Lobo would struggle with
               that problem every day.

                                                    WIPE TO:

     LABORATORY SET - LATER

     They are back on the completed lab set.  Beyond the bunsen
     burners and beakers is a kitchenette in the corner.

                             ED
               Wow, this lab looks great.  Except
               why is there a stove and
               refrigerator?

                             PAUL MARCO
               We couldn't afford any more props.
               If it seems weird, maybe you can add
               a scene where they eat dinner.

                             ED
               Nah, it'll work.  Where's Bela?

     Bela is asleep on a couch.  Ed nudges him.

                             ED
               Bela, are you ready?

                             BELA
                       (he groggily wakes up)
               Mmph?  Where am I?

                             ED
               You're shooting "Bride Of The Atom."
               Scene 85.

     Bela nods.  He stands up, then grimaces in pain.  So he pulls
     two BRIGHT LITTLE PILLS from his pocket and swallows them.

     Ed walks Bela onto the lab set.

                             ED
               You'll be sitting on the right.

                             BELA
                       (he glares at the sparking Tesla
                        coils)
               I'm not getting near that goddamn
               thing.  One of those burned me on
               "The Return Of Chandu."

                             ED
               Okay.  Then you'll be sitting on the
               left.

     Ed turns to Tor and Loretta.  She wears a wedding gown.

                             ED
               Here's the scene.  Loretta, you're
               in a trance.  You glide in and get
               on the operating table.  Now Tor,
               you're supposed to tie her down.  But
               you have an angora fetish... and
               when you rub that swatch of angora,
               it makes you refuse so Bela has
               to discipline you.

                             TOR
               Okey-dokey.

                                                    WIPE TO:

     SHOOTING - LATER

     The scene begins.

                             ED
               ACTION!

                             BELA (as VORNOFF)
               "Now we are ready for the girl."

     Bela does his patented hypnotic arm wave.  He actually has a
     powerful intensity.  Loretta staggers in, eyes glazed.  Like a
     zombie, she climbs onto the operating table.

                             BELA
               "Dear, you are a woman of super
               strength and beauty.  A lovely vision
               of exquisitely beauty -- shit!"
                       (he breaks character)
               Damn!  Eddie, I'm sorry I can't
               remember all this.  I'm an old man.
               It's too long.

                             ED
               That's fine, Bela.  We're still
               rolling.  Just say "Dear, you're
               lovely."

                             BELA
                       (he snaps back into character)
               "Dear, you're lovely."
                       (he turns to Tor)
               "Strap her to the table."

     Tor starts to tie Loretta down, then gets distracted by a piece
     of angora hooked to his waist.  He rubs it lovingly, calmed,
     then suddenly refuses.

     Bela is furious.

                             BELA
               "Do as I command you!"
         
     Bela pulls out an oversized BULLWHIP and starts WHIPPING Tor.
     Tor screams in agony.

                             BELA
               "I'll teach you to disobey me!"
         
     Bela chases Tor around the set, WHIPPING him.

                             ED
               And, CUT!!!  Impeccable!
         
     ON TOR
         
     He dances about happily.

                             TOR
               I love being movie star!
         
     Tor jubilantly hugs Loretta.  She grimaces.

                             LORETTA
               Ow.  Not so hard, Tor.

     ON ED

     A SURLY STAGE MANAGER strides over to Ed.

                             SURLY STAGE MANAGER
               Hey, Wood. Your check bounced.

                             ED
               Okay, I'll get you the money later.

                             SURLY STAGE MANAGER
               No.  I need it NOW.

     Ed nods grimly.  He grabs Loretta and takes her aside.

                             ED
               Sorry to bother you while we're
               shooting, but the guy who owns the
               stage needs his money.

                             LORETTA
               Well then you should pay him,
               shouldn't you?

                             ED
                       (he smiles)
               Yeah.  Exactly!

     There's a pause.  They stare at each other.

                             ED
               I kinda need it now.

                             LORETTA
                       (baffled)
               What are you looking at me like that
               for?  I already gave you my
               three hundred.

                             ED
               Yeah.  Well I need the other
               sixty-thousand.

                             LORETTA
               What other sixty-thousand?

                             ED
               The other sixty-thousand you said
               you'd give me.

                             LORETTA
               You misunderstood.  I gave you
               everything I have in the world:
               Three-hundred dollars.

     CLOSEUP - ED

     He looks like he s going to throw up.

                             ED
               Oh my God.

                                                    CUT TO:

     EXT. SOUNDSTAGE - DAY

     The large stage door SLAMS shut.

     Ed's disoriented cast and crew stand in the street.  Bela, Tor,
     and Loretta are still in costume.

     Ed looks totally dazed.  He blinks in the bright sunlight.

                                                    CUT TO:

     INT. BROWN DERBY - NIGHT

     We're back at the Brown Derby, for another backers party.  The
     same banner is hanging: "BRIDE OF THE ATOM -- NEXT YEAR'S SMASH
     HIT!"

     The whole crowd is there, dressed up.  Bela sits in the corner,
     knocking back a drink.

                             BELA
               Here we go again.

     Paul whispers to Bunny.

                             PAUL MARCO
               So is Dolores coming?

                             BUNNY
                       (very catty)
               I can't imagine why.  I wouldn't put
               up with a boyfriend who sold me out
               for three-hundred dollars...!

     ON ED

     Ed stands with a circle of POTENTIAL BACKERS.  He has an edge
     of desperation we've never seen before.

                             ED
               ...lemme tell you, you can't lose.
               It's scary!  And if you don't like
               that, it's romantic!  Bela Lugosi
               portrays Dr. Vornoff, and lovely
               ingenue Loretta King is reporter
               Janet Lawton.

                             POTENTIAL BACKER
               Hmm.  Lugosi looks pretty old.
                       (he squints across the room)
               Which role is Vampira playing?

                             ED
               Vampira...?
                       (bewildered)
               Why do you ask??

                             POTENTIAL BACKER
               Well I see her standing over there.

     The guy points.  Ed turns and looks and Vampira is standing
     in the next room.  She's at a different party.

                             ED
               Well... she's playing --
                       (beat)
               Could you excuse me one moment??

     Ed dashes from the room.

     NEXT ROOM OVER

     Vampira is drinking with a bunch of artsy-fartsy types.  She's
     in street clothes, but clearly recognizable.  Ed runs up.

                             ED
               Excuse me, Miss Vampira?

                             VAMPIRA
               Yes?

                             ED
                       (sweaty)
               You don't know me, but my name is Ed
               Wood.  I'm a film producer.  I'm
               currently in production on a
               science-fiction piece, with Bela
               Lugosi and Swedish wrestler Tor
               Johnson.  And I saw you here, and I
               thought: Kismet!

     Vampira stares, totally uncomprehending.

                             VAMPIRA
               I don't understand.  Do you want my
               autograph?

                             ED
               No.  I think my film is perfect for
               you.

                             VAMPIRA
               You want me to show it on my TV
               program?  Well I got nothing to do
               with that.  You should call up the
               station manager at Channel Seven --

                             ED
                       (unyielding)
               No!  I don't want you to show the
               movie, I want you to be in it!  See,
               maybe I should explain: We started
               shooting, but then after three days
               we got shut down.  So we're having
               a backers party, to raise some more
               money.  Perhaps you'd like to come
               next door and meet some of the
               backers...?

     Vampire glances at her friends.  They uncomfortably turn away.

                             VAMPIRA
               Uh, look, I'm with some friends, and
               we're about to eat --

                             ED
                       (begging)
               Please!  It'll only take a minute.
               You can have some hors d'oeuvres, and
               meet my backers!  There's a really
               nice dentist from Oxnard...

                             VAMPIRA
                       (pissed off)
               Look buddy, I'm a big star.  I've got
               real offers from real studios.  I
               don't need to blow some dentist for
               a part.  So forget it!

     BACK AT THE PARTY

     The backers glance into the next room.  Ed is in front of
     Vampira, begging on his hands and knees.

                             BACKER
                       (to another backer)
               I'm getting a bad feeling about this.
               Let's get out of here.

     The backers pick up their coats.  Through the doorway, Ed sees
     this.  He jumps up and frantically runs back in.

                             ED
               Where are you guys going?!  You can't
               leave!

                             BACKER
                       (running out)
               Goodbye, Mr. Wood.

                             ED
                       (insane)
               You can't go!  You haven't seen the
               storyboards!

     The backers run out of the room. They're gone.
     Ed shouts after them.

                             ED
               Fine!  SCREW YOU!  If you don't have
               the balls to roll the dice, then I
               don't want your stinking money!!

     No response.

                             ED
               Please, come back!

                                                    CUT TO:

     EXT. ED AND DOLORES' HOUSE - DAY

     Ed and Dolores are being evicted.  Their belongings are
     scattered in front.  They bitterly carry furniture out of the
     house.  Ed stumbles and slurs his speech.  He is drunk.

                             ED
               Goddamn landlord.

                             DOLORES
               I told you this was gonna happen.

                             ED
               Maybe if you'd come to the backers
               party, I would've gotten the money.

                             DOLORES
               That's moronic.  Why would a bit
               player impress a backer?

                             ED
                       (he starts yelling)
               Look, how many times can I say I'm
               sorry?  I blew it!  I thought she was
               rich.

                             DOLORES
               That's a good reason to dump your
               girlfriend.

                             ED
               I didn't dump you!  Get it through
               your skull -- I just recast the part!

     Ed drops the furniture.  He flops onto the sidewalk.

                             DOLORES
               You're a fuckin' mess.

                             ED
               So WHAT??  Look, we gotta figure out
               where we're gonna stay.

                             DOLORES
               I'm going to my mother's.

                             ED
               Does she have room for me?

     Dolores shakes her head.

                             DOLORES
               I think you should stay with one of
               your friends.

                                                    CUT TO:

     EXT. TOWERING TEMPLE - NIGHT

     Ed and Bela stroll through a parking lot.  Ed is sobered up and
     remorseful.  Bela wears a beret and smokes a huge cigar.

                             ED
               Bela, I don't know what I'm doin'
               anymore...

                             BELA
               Stop worrying.  This is going to
               raise your spirits.

     They reach the strange entrance to an avant-garde, Eastern
     based quasi-religious temple.  Bela puts out his cigar, and
     they enter the oversized doors.

     INT. TEMPLE - SAME TIME

     Sphinxes and Bodhisatvas peer down from the marble walls.  A
     service is in progress.  A wiry, enigmatic LECTURER speaks.

                             LECTURER
               Thou eternal sun, who has covered the
               consciousness with thy golden disc,
               do thou remove the veil so that I may
               see the truth within?

     Bela leads Ed to a seat, stepping past men in fezzes and odd
     elderly women in fur coats.  As the lecture continues, Ed
     WHISPERS in bafflement.

                             ED
               What is this place?

                             BELA
               This is the Philosophical Research
               Society.  A refuge for free thinkers.
               I've been coming here for twenty
               years.

                             LECTURER
               ...for the truth which is within thee
               is within me.  And I am Truth.

                             BELA
               Most people in this country, they
               know nothing, about Eastern mysticism.
               They are afraid of it.
                       (beat)
               But I am open-minded.  It gives me
               hope.

                             LECTURER
               We have the wisdom to govern and the
               divine right to inherit the earth in
               good condition.  We have the power
               to build worlds.

     Ed leans in to Bela.

                             ED
               Was I wrong to cast Loretta?

                             BELA
               Bad decisions are easy to live with.
               Forget.  Just keep looking forward.

                             ED
               But was it a bad decision?  At the
               time, I thought her money would save
               the movie.

                             BELA
               Eddie, you screwed up.

                             ED
                       (he nods)
               Yeah, I did.

                                                    CUT TO:

     LATER

     The lecture is over.  The speaker shakes hands with people.
     Bela leads Ed along.

                             BELA
               In life, the decisions that haunt you
               are the ones where you just don't
               know... where right or wrong will
               never be answered.
                       (beat)
               Years ago, the Hungarians contacted
               me.  The government wanted me to come
               home, to be Minister of Culture.

                             ED
               Really?

                             BELA
               It was a very impressive offer.
               Fancy offices, a big home... I'd be 
               treated like a king.

                             ED
               So why didn't you do it?

                             BELA
               I didn't know if it was a trick.
               They might arrest me and throw me in
               a gulag.
                       (pause)
               I am Hungary's most famous emigrant.
               they'd use me as a lesson to anyone
               who tries to leave.

                             ED
               But maybe not.

                             BELA
               Correct.  So instead, I stayed here,
               waiting for my comeback.  Always
               hoping... the next film, the next
               film... that would be the one.

     They reach the exit.  Ed stops in the huge doorway.

                             ED
               Your next film.  That will be the
               one.

     Bela smiles sweetly.

                                                    CUT TO:

     INT. MCCOY MEATPACKING PLANT - DAY

     We're in a noisy meat-packing plant.  WORKERS in blood-stained
     aprons slam cleavers into hunks of beef.

     Ed walks down an aisle with DONALD E. McCOY, a wealthy Texan
     meat man.  Old Man McCoy is a tough-talking, tobacco-chewing,
     straight shooter.

                             ED
               ...and then Dr. Vornoff falls in the
               pit, and his own octopus attacks and
               eats him!  The End.

                             OLD MAN McCOY
               Whew!  That's quite a story.  So you
               made the movie, and now you want to
               make it again?

                             ED
                       (gently correcting him)
               No.  We shot ten minutes of the
               movie, and now we're looking for
               completion funds.

                             OLD MAN McCOY
               Son, you're too vague.  I come from
               the world of business.  I need to
               know what I get for my investment.

                             ED
               Movies are very popular.  You could
               make a lot of money.

                             OLD MAN McCOY
               Yeah, but most of 'em flop, don't
               they?  What am I tangibly guaranteed?

                             ED
               Well... you get "Executive Producer"
               credit.

                             OLD MAN McCOY
               That don't mean diddley.
                       (he suddenly SHOUTS angrily)
               BILLY BOB!  You're cutting 'em TOO
               LEAN.

     McCoy grabs a CLEAVER from a worker and slams it into a chop.

                             ED
               Mr. McCoy, how can I make you happy?

                             OLD MAN McCOY
               Cut to the chase, heh?  That's good!
               That's very good.

     McCoy SPITS his tobacco.

                             OLD MAN McCOY
               Okay, two things.  Number one: I want
               the movie to end with a big
               explosion.  Sky full of smoke.

                             ED
               But the story ends with Dr. Vornoff
               falling in the pit --

                             OLD MAN McCOY
               Not anymore.  And number two: I've
               got a son.  He's a little slow -- but
               a good boy.  And something tells me
               he'd make a hell of a leading man...

     Under Ed's cheery frozen smile, his face clearly falls.

                                                    CUT TO:

     INT. SALT LAKE CITY AUDITORIUM - NIGHT

     We're at a ROWDY wrestling match.  Tor Johnson is in the middle
     of a screaming, four-man tag-team event.  Tor THROWS his
     opponent to the ground; then tags with his partner and goes to
     the corner.

     Suddenly a WRESTLING COACH runs up, dragging a telephone on a
     very long cord.

                             WRESTLING COACH
               Tor, you got a phone call!

                             TOR
               Heh?  NOW?

                             WRESTLING COACH
               They said it was an emergency!

     He hands sweaty Tor the phone.  Tor speaks into it.

                             TOR
               Hallo?

                             ED'S VOICE
               Tor, this is Ed!  Glad I could find
               you!  I got the money, and we resume
               shooting tomorrow morning!

                             TOR
               But I'm in Utah.

                             ED'S VOICE
               Then you'll have to drive all night!
               I'm counting on you, big guy.
               Breakfast is at seven.

     CLICK.  Ed hangs up.  Tor is flabbergasted.

                                                    CUT TO:

     INT. SOUNDSTAGE - EARLY MORNING

     "Bride Of The Atom" is back in production!  Ed's stock company
     is reunited.  People drink coffee and gossip.

                             PAUL MARCO
               This is unbelievable!  I woulda bet
               a million bucks that Ed wouldn't
               finish this picture.

                             CAMERAMAN BILL
               It ain't finished yet.  Anything
               could happen.

     The stage door opens and standing there, in silhouette, is
     Dolores.  Everybody quiets.  People glance nervously at
     Loretta.

                             BUNNY
               Uh-oh.  Stay out of scratching
               distance.

     AT DOLORES

     Ed runs over.  Dolores is beautifully made-up, and wearing a
     furry angora sweater.  Ed speaks, awkwardly.

                             ED
               Honey, you made it! I wasn't sure
               you got my message.

                             DOLORES
                       (icy)
               Of course I'm here.  Today is the
               file clerk's big scene.

                             ED
               That's right...

                             DOLORES
               I see the usual gang of misfits and
               dope addicts are here.
                       (she looks around)
               Say, who's the lug?

     In a corner, standing by himself, is dumb TONY McCOY, Old Man
     McCoy's worthless son.  He's a good-looking, moody hunk.  Tony
     is practicing his lines from a script, but he's terribly stiff.

                             TONY
               "Now Janet, I want you straying away
               -- oops -- staying away from the old
               Willows Place."

      Ed shrugs.

                             ED
               That's Tony McCoy.  He's playing
               Lieutenant Dick Craig.

                             DOLORES
               Oh really?  How much money did he put
               up?

                             ED
               None.
                       (beat)
               But his dad gave me fifty grand.

                             DOLORES
                       (snide)
               Wood Productions.  The mark of
               quality.

                             ED
               Hey, the movie's getting made.
               That's the main thing.

     Dolores shakes her head contemptuously.  Then she strides off.

     Ed stands alone, feeling bad.

                                                    WIPE TO:

     ON STAGE

     The set is a one-wall "office hallway": A doorway and a water
     cooler.  Loretta sits in a make-up chair, as Harry works on
     her.

                             DOLORES (O.S.)
               Hey Harry -- long time no see.

     Harry turns, surprised.  Dolores stands behind him.  There's a
     thick tension.  He smiles anxiously.

                             MAKE-UP MAN HARRY
               Hi Dolores...

                             LORETA
               Oh, you're Dolores?!  I've heard so
               much about you!  I'm Loretta King.
                       (she chipperly jumps up)
               Here, take the chair.

                             DOLORES
                       (bitchy)
               Don't be silly -- let Harry finish.
               You still need more work.

                             LORETTA
               No, I'm done.  All I needed was a
               touch-up.

                             DOLORES
               Mm, that mole still shows.

     Loretta frowns.  Ed quickly steps in.

                             ED
               Ladies!  You both look fine.  Why
               don't we talk about the scene?
                       (beat)
               Okay.  Janet Lawton has discovered
               that Dr. Vornoff bought the old
               Willows estate.  So now she wants to
               prove that all the monster stories
               are true.

     Dolores nods sourly.  She s in a trouble-making mood.

                             DOLORES
               Eddie, what's my motivation?

                             ED
                       (thrown off)
               Oh.  Er... well you're the file
               clerk.  You're hurrying into the
               next room, when you bump into Janet.

                             DOLORES
               But what's our relationship?  Are
               we good friends, or is she just a
               casual acquaintance?

                             ED
                       (annoyed)
               Dolores, I got five days to shoot
               this movie.  Quit kidding around.

                                                    WIPE TO:

     INT. SCREENING ROOM - NIGHT

     We're watching DAILIES.  Projected ON SCREEN, a camera
     assistant claps the slate.  We hear Ed yell: "Action!"

     Loretta hurries down the hallway.  Dolores sees her run past
     and shouts out.

                             DOLORES (as File Clerk)
               "Janet, the boss has been looking
               for you."

                             LORETTA (as Janet Lawton)
               "Thanks."

     Loretta runs out.  Dolores just stands there.  We HEAR Ed:
     "CUT!  PERFECT!"

     Dolores turns deadpan to the camera.

                             DOLORES
               Of course it was.

     The FILM runs out.

     ON THE AUDIENCE

     The screening room lights come up on the crew.  Ed sits in
     gloomy haze.

     Suddenly, there's loud CLAPPING from the back of the room.

                             CRISWELL
               Bravo!  Bravo!  Magnifico!

                             ED
                       (he smiles)
               Cris, you made it.  Thanks a lot.

                             CRISWELL
               My pleasure.  I'm always happy to
               assist in a little larceny.

                                                    CUT TO:

     INT. CADILLAC - NIGHT

                 g pink Cadillac convertible races down the
            Ed and Criswell are in front, and Tor, Conrad and Paul
                 to the back.

                             TOR
               My head is cold.

                             CRISWELL
               You know how much this car cost me?

                             CONRAD
               Ten thousand dollars.

                             CRISWELL
               ONE DOLLAR!  Miss Mae West
               herself sold it to me.  She said,
               Cris, you belong in a pink
               Cadillac!

     Criswell turns to Ed.

                             CRISWELL
               Incidentally, you promise you're not
               going to scratch my car...?

                             ED
                       (cocky)
               I told you, the octopus is made of
               rubber.  This is a piece o' cake.

     EXT. REPUBLIC STUDIOS - NIGHT

     The five men climb over a fence.  They're breaking into
     Republic Studios.  Paul is panicked.

                             PAUL MARCO
               Ed, you said you were getting
               permission.

                             ED
               Uh, I couldn't reach the guy... he
               was in meetings all day.  But this'll
               be great, I promise!

     Ed smiles at Conrad.  Conrad shrugs.  Tor struggles.

                             TOR
               I'm no good at climbink.

     Tor gives up, and simply BASHES through the locked gate.
     Everyone is amazed.  Tor laughs.

                             TOR
               I'm good at bashink!!

                             CRISWELL
               Hey, keep it down.  My publicist will
               throttle me if we get caught.

     They all sneak across the shadowy lot.  Remnants of old scary
     sets tower over them.

     OUTSIDE A SOUNDSTAGE

     They reach a stage door. Ed tries it -- but it's locked.

                             ED
               Oh.  I thought they kept this open.

     A pause.  Everyone looks at Tor.  He grins.

                             TOR
               Lobo will fix!

     Tor grabs the heavy door and easily SNAPS the lock.

     INT. SOUNDSTAGE - SAME TIME

     This place is the mythic eclectic prop room.  Guillotines,
     rocketships, a stuffed vulture... strange mysterious props from
     untold movies loom everywhere in the darkness.

     It's a place of wonderment and fear.

     The men stare in awe.

                             CONRAD
               Wow.

                             PAUL MARCO
               This place gives se the creeps.
               Let's get the hell out of here.

                             ED
               Not so fast.  First we have to get
               it down.

     Ed gestures above.  Everyone glances straight up.

     THEIR POV

     A giant OCTOPUS is lashed to the ceiling.

                                                    CUT TO:

     LATER

     Conrad and Criswell are way up on the catwalk, holding onto
     dangling Paul by his belt.  Paul leans way out, reaching for
     the octopus.  He shouts nervously.

                             PAUL MARCO
               You're sure this is gonna work?

                             ED (O.S.)
               Yes!

                             PAUL MARCO
               You're sure???

                             ED (O.S.)
               YES!  JUST DO IT!

     WIDE VIEW

     Standing straight below is Tor.  The Swede has his arms
     outstretched, waiting.

     Ed supervises a good distance away.  He motions to Paul.

     Paul gulps, then unties the octopus.

     It drops incredibly fast.  The thing must weigh half a ton.

     Tor's eyes widen.

     And the octopus smashes straight on top of him.

     BAM!

     Tor is gone from sight.  One of the eight tentacles snaps off.

     UP IN THE CATWALK

     Criswell moans.

                             CRISWELL
               Oh my God.  We killed him.

     ON THE GROUND

     Ed runs to the octopus and looks for Tor underneath.

                             ED
               Tor!  Are you okay?!

     A beat.  And then the octopus flips over.  Tor sits up,
     battered but smiling.

                             TOR
               Bedder than wrestlink!

     EXT. REPUBLIC STUDIOS - NIGHT

     The five men hurry across the lot, carrying the hubongous
     octopus on their shoulders.

     Suddenly, a FLASHLIGHT shines on them.

                             ANGRY VOICE
               Hey!  What are you doing?!

     The men jump with fear.  They break into a fast waddling run.

                             CRISWELL
               Thank God Tor broke the fence.

     The team runs through the busted gate and escapes.

     EXT. STUDIOS - NIGHT

     The Cadillac SCREECHES away.  The octopus flops on top of the
     five men.

                                                    WIPE TO:

     EXT. GRIFFITH PARK - NIGHT

     The movie crew is setting up for a big night shoot.  Lights and
     generators are sprawled across this isolated area.

     Tony McCoy perches goofily on his own personalized chair.  He
     runs lines by himself.

                             TONY
               "Now Janet, I want you staying away
               from the old Willows Place."

     The octopus lays in a dried-up riverbed.  There's only about an
     inch of water.  Ed yells at Conrad.

                             ED
               You don't understand!  The octopus
               is supposed to live in a lake!

                             CONRAD
               This is kind of a stream--

                             ED
               NO!  It has to be UNDERWATER!

     Ed storms away.  Conrad scratches his head.

     IN A DUSTY PARKING LOT

     Bela sits inertly in the back of an open car.  He weakly hails
     over Ed.

                             BELA
               Eddie, I'm so tired... I don't know
               if I can handle a night shoot...

                             ED
               Nonsense!  You look great --
                       (suddenly he catches himself; he
                        speaks more sincerely)
               Look, uh, why don't you lie down and
               take a little nap?  We'll film around
               you for a while.

                             ED
               Thanks, buddy...

     Ed smiles warmly, then walks off.

     Bela stares after him, then absent-mindedly searches through
     his pockets.  Finally, he finds what he's looking for -- a
     rubber tube.  Bela looks to make sure no one's around, then
     ties the tube around his upper arm...

     AT THE SET - LATER

     Crew members have dammed up the end of the river, and Bunny
     fills it with a hose.  There is now a foot of water.

     Ed stands at the shore, admiring it.

                             ED
               Hey.  This is looking good!
                       (he turns to Paul)
               Paul, where's the octopus motor?

                             PAUL MARCO
               What octopus motor?

                             ED
               You know, to make the legs move --

                             PAUL MARCO
                       (defensive)
               Hey, don't blame me!  You didn't say
               anything about no motor when I was
               up on that ceiling!

     Bela stumbles up, with a dazed smile.

                             BELA
               Let's shoot this fucker!  Where do
               I go?

                             ED
               You'll be fighting with the octopus.

                             BELA
               Out there?!
                       (he points at the water)
               What happened to the stream?

                             ED
               This'll look a lot better.  We have
               to match the stock footage of the
               octopus underwater.

                             BELA
               Oh, for Christ's sake.

     Bela rolls up his pants and wades out, into the water.  He
     screams.

                             BELA
               Goddamn, it's cold!

                             ED
               Once you're in it, it warms up.

                             BELA
               Fuck you!  You come out here.
                       (beat)
               Hey, toss me that J.D.

     A crew member throws Bela a bottle of Jack Daniels.

     Bela pops the cap and chugs half the bottle in one swig.  He
     licks his lips, then climbs onto the octopus.

                             BELA
               Okay!  How do we turn this thing on?

                             ED
               Bela, somebody misplaced the motor.
               So when you wrestle the octopus,
               shake the legs a bit, to make it look
               like it's killing you.

     Bela stares, deadpan.

                             BELA
               Do you know I turned down
               "Frankenstein"?

                             ED
               Huh?

                             BELA
               After I did "Dracula," the studio
               offered me "Frankenstein"!  But I
               turned it down, the part wasn't sexy
               enough.  It was too degrading for a
               big star like me.

     The crew glances at Ed.

                             ED
               Bela, I've got twenty-five scenes to
               shoot tonight.

                             BELA
               Don't let me slow you down.

                             ED
               Alright!  Let's put it on film.
               CAMERA!  SOUND!

     Bela takes another swig of J.D., then throws it off-camera.

                             ED
               ACTION!

     Bela starts flailing around the octopus legs and SCREAMING in
     horror.  This image is truly ridiculous.     

     Ed is pleased.                              

     Some crew members nod: Pretty good.         

                             ED
               And CUT!                                    

     Everybody cheers.

     Then suddenly the dam walls BURST.

     WHOOSH!  The water rushes from the lake and floods the park
     below.

                                                    WIPE TO:

     EXT. DINKY SOUNDSTAGES - EARLY MORNING

     Crew members straggle in for the final shoot.  Everybody looks
     bleary-eyed from last night.  Ed stands cheerily at the
     entrance, greeting them.

                             ED
               C'mon!  Just one more day!  Just have
               some coffee, you'll feel better!

     Tony staggers up.

                             TONY
               Mr. Wood, I only got one hour of
               sleep.

                             ED
               Yeah?  Well I got no sleep, and I
               feel great!

     Ed sees Bela slowly shuffling along. Ed runs over to him.

                             ED
               Bela.  I just wanna thank you again
               for last night.

                             BELA
                       (exhausted)
               That's fine, Eddie.  All in the line
               of duty.

                             ED
               No.  Seriously.  I want you to know
               how much I appreciate what you've
               done for me.  A great man like you
               shouldn't have to run around in
               freezing water at four in the
               morning.

                             BELA
               Well, there aren't too many other
               fellas I'd do it for...

                             ED
                       (he smiles, then pulls out a
                        script page)
               I wrote something special for you.
               I got to thinking about all the
               sacrifices you've made... and so I
               wrote you a new final speech.

     Ed hands him the paper.  Bela starts reading it, as Ed watches
     anxiously.  Bela is very touched.

                             BELA
                       (still reading)
               Eddie, this is quite a scene.

                             ED
               I know it's a lot to give you at the
               last second.

     Bela looks up.

                             BELA
               These lines -- I'll have no problem
               remembering.

                                                    WIPE TO:

     INT. SOUNDSTAGE - DAY

     They are shooting.  Ed watches off-camera, as Bela acts a
     somber scene with an actor playing PROFESSOR STROWSKI, a
     threatening European.

                             STROWSKI
               "Our government wants you to
               return... to continue your
               experiments there.  Where you can
               have everything at your disposal."

                             BELA (as VORNOFF)
               "My dear Professor Strowski, twenty
               years ago I was banned from my home
               land.  I was classed as a madman --
               a charlatan -- outlawed in the world
               of science which previously honored
               me as a genius!"
                       (he gets very subdued)
               "Now here in this forsaken jungle
               hell, I have proven that I am
               alright."

                             STROWSKI
               "Yes, the authorities have learned
               how correct your findings were.  So
               I am here -- sent to bring you home."

                             BELA
                       (impassioned)
               "Home.  I have no home.  Hunted...
               despised... living like an animal
               -- the jungle is my home!  But I
               will show the world that I can be
               its master.  I shall perfect my own
               race of people -- a race of atomic
               supermen that will conquer the
               world!"

     It's an incredible performance of crowning tragedy.  Bela is
     totally drained.

     CU - ED

     He is very moved.  He whispers, barely audible.

                             ED
               Cut.  It's a wrap.

                                                    CUT TO:

     INT. MEAT PACKING PLANT - NIGHT

     The wrap party is being thrown in the meat packing plant.
     People laugh and shout and carry on.  Tor pours booze in the
     punch.  R&B MUSIC plays.  Old Man McCoy dances with Loretta.
     Bunny dances with a young stud.  Dolores stands by herself.

     Bela and Criswell are giggling.

                             CRISWELL
               So you sleep in coffins?!

                             BELA
               Yes.  There is nothing more
               comfortable.

                             CRISWELL
               I can't believe this!  I sleep in
               coffins!

                             BELA
               No.

                             CRISWELL
               YES!  My father ran a mortuary --
               it's an old habit!

     They CLINK beers.

     EXT. MEAT PACKING PLANT - SAME TIME

     Outside, Vampira and two GIRL FRIENDS walk up.  They peer at a
     tin sign.

                             GIRLFRIEND #1
               "McCoy Meat Packing"?  Are you sure
               there's a party here?

                             VAMPIRA
                       (holding an INVITATION)
               Yeah, I got this invitation.  It's
               a "Bride Of The Atom" party, whatever
               that means.

     They open the large steel door, and INSIDE is the wild bash.

     INT. PARTY

     Across the room, Paul and Conrad chat.

                             PAUL MARCO
               "Glen Or Glenda," now that was a hell
               of a picture.

                             CONRAD
               Well, this new one's gonna be a
               hundred times better.

                             PAUL MARCO
               Is that possible?

     Dolores overhears this.  She stares in disbelief.

     AT THE TURNTABLE

     Someone changes the record.  Brassy STRIPPER MUSIC begins.

     A door opens, and Ed struts out, in full gaudy drag.

     Everybody turns.  They start WHISTLING and HOLLARING.

     Ed grins, and starts into a wacky bump-and-grind.

                             VOICE
               Go, baby, go!

     Bunny runs up and sticks a dollar bill between Ed's fake tits.
     People LAUGH hysterically.

     Dolores is appalled.

     Ed shimmies to the music, blowing kisses all around.  He sees
     Vampira and waves.

     Vampira's jaw drops in recognition.

                             VAMPIRA
               I don't believe it.  It's him!

     Ed sashays up to Bela and dances a few steps with him.  The
     music is building to a climax.  Ed hurries off to center stage
     -- and as the MUSIC ENDS, he does a final swing of his hips,
     then suddenly yanks out his teeth!

     This brings down the house.  Everyone STAMPS their feet and
     CLAPS crazily.

     ANGLE - DOLORES

     Everyone, except Dolores.  Suddenly, she explodes.

                             DOLORES
               You people are INSANE!  Take a look
               around -- you're all FREAKS!

     The room quiets.  Dolores has snapped.

                             DOLORES
               You're wasting your lives making
               SHIT!  Nobody cares!  These movies
               are TERRIBLE!
                       (beat)
               I can't take it any longer!

     The group is shocked.  Nobody speaks.

     Dolores runs out of the party.

     Ed just stands, dumbstruck.  Then he chases after her, in his
     high heels and dress.

     EXT. MEAT PACKING PLANT - SAME TIME

     Dolores runs across the parking lot, in tears.  Ed catches up
     with her.

                             ED
               Dolores, wait!

                             DOLORES
               Ed, it's over.  I need a normal life.

                             ED
                       (hurt)
               Did you really mean those things you
               said..?

     Dolores stops.

                             DOLORES
               I'm tired of living on the fringe.

                             ED
               But you used to say --

                             DOLORES
               Ed... I just stuck it out so you
               could finish your movie.
                       (pause)
               Now that it's done, so am I.

     She turns and walks away.  Ed is crushed.  He stands
     motionless, in his dress, in the dark.

                                                    CUT TO:

     INT. ED'S NEW APARTMENT - DAY

     Ed's new home is a single apartment, still filled with moving
     boxes.  Half-eaten plates of food are scattered about.  Ed lies
     asleep in bed, unshaven, in the middle of the day.

     The phone RINGS.  Ed awakens and woozily answers it.

                             ED
               Yeah...

                             TOR (on phone)
               Ed, dit I wake you?  It's two in
               avternoon.

                             ED
               No, I was just doin' a little work...

                             TOR (on phone)
               Bullchit!  You been like dis too many
               days.  I want to cheer you up.

     EXT. TOR'S HOUSE - NIGHT

     Ed drives his Nash though a tract Valley neighborhood and
     reaches Tor's little house.  Ed gets out, still looking groggy.
     He walks up the tulip-lined path and rings the DOORBELL.
     Clanging SWEDISH CHIMES bong inside.

     The door flies open, and Tor appears, beaming.

                             TOR
               Edvard, you come!

     Tor gives Ed a back-breaking hug.

     INT. TOR'S HOUSE - SAME TIME

     Ed steps in.  The house is filled with cuckoo clocks and little
     Swedish knick-knacks.  Tor gestures proudly.

                             TOR
               I'm so happy you visit.  Meet my
               family!  Greta, Karl, and Connie!

     THREE COLOSSAL PEOPLE lumber out.  Tor has the largest family
     we've ever seen.  Not fat -- but big-boned.  GRETA is Tor's
     gigantic Swedish wife, and KARL and CONNIE are their two
     elephantine children.  They ADLIB greetings: "Hallo!"
     "Welcome!" "Is a pleasure!"

     Ed cannot believe what he's seeing.

     INT. DINING ROOM - NIGHT

     Everyone noisily eats dinner.  The table looks like a
     Smorgasbord.  Entire hams, turkeys, a full case of beer,
     incredible quantities are being shoveled in.  Tor empties a
     beer in one gulp, then opens another.

                             CONNIE
               Pass the meatballs.

                             KARL
               This strudel is delicious, Mama.

     Ed is stupefied.  He picks at a little dainty serving.

                             TOR
               Hey!  You're not eatink.

                             ED
               Uh, I don't have much of an appetite
               lately.

                             TOR
               The food will make you feel bedder.
               Look at me -- I'm da happiest guy I
               know!

     All the Johnsons CHUCKLE.

                             ED
               I'd be happy too, if I had such a
               great family.

                             TOR
               Don't worry.  You just haven't met
               right woman yet.
                       (beat)
               Oopsy.  That cabbage goes right
               through me.

     Tor stands and hurries from the room.  Ed awkwardly makes
     conversation.

                             ED
               Greta, your husband is a terrific
               actor.  You should come down and
               visit the set.

                             GRETA
               I don't think so.

                             ED
               No, it's really no problem at all!

                             GRETA
                       (steely)
               I do not approve of what you do with
               my husband Tor.  He is not a monster.
               These horror pictures are
               humiliating.

     Ed has no response.  Suddenly -- CRASH!  There's a loud o.s.
     SLAM, falling porcelain, then Tor SHOUTS FURIOUSLY in Swedish.

                             TOR (O.S.)
               OUCH!  GODDAMMIT!

     Earl and Connie begin giggling. Ed is totally baffled.
     Tor runs out, angrily holding a BROKEN TOILET SEAT.  It is
     split in two.

                             TOR
               Look, it happened again!

     Ed is boggle-eyed.  This house is sadness.

                             ED
               Tor, I should be getting home.

                             TOR
               Nonsense!  You must try our hot glug.

                                                    DISSOLVE TO:

     LATER

     It's very late.  Tor and Ed sit in the living room, drinking
     from a steaming pot of hot stilled wine.  They are smashed.

                             TOR
               My friend, you tink Greta is first
               woman I ever see?  No!  Many duds,
               before I find her.

                             ED
               But I thought me and Dolores had
               something.

                             TOR
               Forget her!  Move on.  A good lookink
               boy like you as you can have any girl
               you wish.

     Tor finishes his glug, and then his eyes roll back into his
     head, and he falls off the couch.  He starts SNORING.

     Ed stares at Tor, then gets up.  Ed turns off the lights and
     goes home.

                                                    CUT TO:

     INT. ED'S APARTMENT - LATE NIGHT

     Ed smokes a cigarette and watches TV.

     ON THE TV

     Vampira is doing her shtick.

                             VAMPIRA (on TV)
               Ooo!  That was so scary, it gave me
               goosebumps.
                       (someone QUACKS os.; she
                        pretends to be angry)
               No, dummy!  I didn't say "goose," I
               said "goosebumps."  Ugh!  Well, be
               sure to join me next week, for
               "THE MUMMY'S CURSE."  Until then...
               pleasant nightmares.

     Vampira blows a kiss, then disappears into the mist.  A USED
     CAR COMMERCIAL abruptly comes on.

     ON ED

     He stares at the TV, then picks up the phone.

                                                    CUT TO:

     INT. TV STUDIOS - SAME TIME

     Vampira is walking off stage.  She removes her black wig.

                             VAMPIRA
               God, we need some better jokes on
               this show.

     A PRODUCTION ASSISTANT carries over a phone.

                             ASSISTANT
               Vampira, you got a phone call.

                             VAMPIRA
               At this hour?
                       (she takes the phone)
               Hello?

                             ED'S VOICE
               Vampira!  Hi, this is Ed Wood.

                             VAMPIRA
               Who?

                             ED'S VOICE
               Ed Wood!  You came to my party.  I
               directed "Bride Of The Atom"!

                             VAMPIRA
               Oh.  Yeah.  You.

     Ed pauses, nervously.

                             ED'S VOICE
               Well, I was wondering if maybe
               sometime you'd like to go out, and
               maybe grab some dinner.

                             VAMPIRA
               You mean like a date?  I thought you
               were a fag.

                             ED'S VOICE
               ME?!  No, uh, I'm just a
               transvestite.

                             VAMPIRA
               Isn't that the same thing?

                             ED'S VOICE
               No, no!  I like girls.  So how 'bout
               Friday?

                             VAMPIRA
                       (uncomfortable)
               Look, you seem like a nice guy, Ed,
               but you're just not my type.
                       (beat)
               But keep in touch.  Let me know when
               your movie opens.

                                                    CUT BACK TO:

     CLOSEUP - ED

     Click.  The phone hangs up.  Poor Ed just stands there,
     forlorn.

                                                    CUT TO:

     EXT. CITY STREET - DAY

     Ed shuffles down the street, Mr. Lonely Guy, feeling sorry for
     himself.

     He glances in a coffee shop, and sees a sweet young woman
     inside.  Her name is NORMA McCARTY.  She wears a bow in her
     hair, Mary Jane shoes, and a fuzzy white angora sweater.

     Ed's eyes widen.

     INT. COFFEE SHOP - SAME TIME

     Innocent Norma sits by herself, eating.

                             ED'S VOICE
               Excuse me.  Is that angora?

     Norma looks up.  Standing over her is Ed, smiling.

                             NORMA
               Why... yes.

                             ED
               Don't you think angora has a tactile
               sensuality lacking in all other
               clothing?

                             NORMA
               I suppose.  It's very expensive.

                             ED
               It's made from specially-bred rabbits
               that live in the Himalayas.

                             NORMA
               What are you, an angora wholesaler?

                             ED
               No, I work in pictures.  I'm a
               director-actor-writer-producer.

                             NORMA
                       (she laughs)
               Ah, c'mon!  Nobody does all that.

                             ED
               Two people do.  Orson Welles and me.

                             NORMA
               Wow.

                             ED
               You know, you're a very attractive
               girl.

     Norma blushes.

                             NORMA
               My goodness, you're embarrassing me.

                             ED
               You shouldn't be embarrassed by the
               truth.
                       (he smoothly sits down)
               Mind if I order some hotcakes...?

                                                    CUT TO:

     INT. CRISWELL'S CADILLAC - NIGHT

     Criswell and Paul drive at night.  They're dressed-up.  SWING
     MUSIC plays on the radio.

                             CRISWELL
               So who's the surprise for?

                             PAUL MARCO
               I dunno.  Ed was real mysterious.
               All he'd say was it's a surprise
               party.

                             CRISWELL
               Isn't that like him!
                       (beat)
               And isn't that like us -- that we
               show up anyway.

     They pull up to a GUARD GATE.  They're at a studio.

                             CRISWELL
               Excuse me.  We're here for the Wood
               party.

                             GUARD
               They've rented Stage 12.  Drive
               straight back.

     INT. SOUNDSTAGE - NIGHT

     There is another rambunctious party in progress.  Crepe paper
     streamers hang down.  Bela approaches Tor.

                             BELA
               So what are we doing here?

                             TOR
               Nobody knows.  But there's a lotta
               booze.

     Suddenly Ed steps into the middle of the room.  He's extremely
     handsome in his tuxedo, and beaming happily.

                             ED
               Excuse me!  Could everyone please
               quiet down?
                       (the room quiets)
               First of all, I want to thank you,
               all my good friends, for being here
               tonight.  And second, if you're
               wondering what the big surprise is...
               well, TONIGHT I'M GETTING MARRIED!!

     The crowd is stunned.

     Many people DROP their glasses.

     Ed proudly pulls out Norma.  She's in a wedding gown.

                             ED
               Everybody, this is Norma!

     ON BELA AND TOR

     They're bewildered.  Bela WHISPERS.

                             BELA
               Who the fuck is she??

                             TOR
               I never heard of her.

     Ed walks over.  He hugs Bela.

                             ED
               And Bela, I want you to be the best
               man!

     Bela smiles -- trying to hide his total confusion.

                                                    DISSOLVE TO:

     LATER

     The wedding is in progress.  The crowd is seated.  A MINISTER
     performs the ceremony with Ed and Norma.

                             MINISTER
               ...Norma, do you promise to love,
               honor, and cherish...

     IN THE CROWD

     Everybody is QUIETLY GOSSIPING.

                             BUNNY
               I didn't even know he had a
               girlfriend.

                             PAUL MARCO
                       (he taps him on the shoulder)
               I hear she's an actress who gave him
               money.

                             CONRAD
               Nah, I heard she's his childhood
               sweetheart from Poughkeepsie.

                             CRISWELL
               I predict it's Dolores in a mask.

     AT THE ALTAR

     The Minister is speaking to Ed.

                             MINISTER
               ...in sickness and in health, till
               death do you part?

                             ED
               I do.

                             MINISTER
                       (he smiles)
               Then I now pronounce you man and
               wife.

     Ed kisses Norma.

     The crowd doesn't applaud.  They're too baffled by this whole
     event.

                                                    DISSOLVE TO:

     THE RECEPTION

     Everyone's drinking and dancing.  Ed proudly introduces Norma
     to his buddies.

                             ED
               Norma, this is Bela -- Bela, this is
               Norma.  Norma, this is Tor -- Tor,
               this is Norma.  Norma, this is Paul
               Paul, this is Norma.

                             PAUL MARCO
                       (he can't resist)
               So how long have you known Eddie?

                             NORMA
                       (sweetly)
               Since Tuesday.

     Criswell grabs Ed and pulls him aside.

                             CRISWELL
               Edward, are you sure you know what
               you're doing?

                             ED
               Yeah.  It seems a little crazy, but
               sometimes you just know.  She's
               perfect for me.

     Outside, a car HONKS.

                             ED
               Oop, that's our cue!
                       (to Norma)
               Honey, we gotta go.  GOODBYE,
               EVERYBODY!

     Ed and Norma run out the door.  The crowd hurries after them.

     OUTSIDE

     Ed and Norma jump into his Nash.  It says "Just Married" and is
     festooned with dangling tin cans.  The car screeches away.  The
     cans RATTLE NOISILY, then slowly fade into the distance...

                                                    CUT TO:

     EXT. MOTEL - NIGHT

     We're at a desert roadside motel, the San Bernardino Arms.  A
     "Vacancy" light flashes.

     INT. MOTEL ROOM - SAME TIME

     Ed excitedly carries Norma over the threshold.  He throws her
     onto the bed, and they start ardently making out.

                             NORMA
               Eddie, I'm just a small-town girl.
               I've never done this before.

                             ED
                       (kissing her)
               Don't worry, I'll teach you.

     He helps her remove her wedding dress.  She is very shy.

                             NORMA
               Be understanding.  I don't know
               anything.

     Ed removes his jacket, then gestures to his shirt.  Norma
     nervously starts unbuttoning it.

     Ed bites his lip in anticipation.

     Norma opens the shirt... and inside, Ed is wearing a bra!

     Norma is horrified.

                             NORMA
               What the heck is THIS?!!

                             ED
               Honey, I have a little secret to
               share with you.

                                                    CUT TO:

     EXT. MOTEL - SAME TIME

     There's a loud woman's SCREAM.

     Then the door slams open, and Norma runs hysterically out,
     clutching her dress about her.

                             NORMA
               Stay away from me!  You're perverted!

     Ed runs out after her.

                             ED
               Please, be compassionate.  I'm your
               husband!

                             NORMA
               No you're not!  This marriage was
               never consummated.  I'm getting an
               annulment!

                                                    CUT TO:

     EXT. LOS ANGELES STREETS - LATE NIGHT

     Ed drives sadly through the streets, alone.  His car still says
     "Just Married," and the tin cans RATTLE behind him.

                                                    CUT TO:

     EXT. BELA'S HOUSE - LATE NIGHT

     Ed's car pulls up.  Ed stumbles out, yanks off the tin cans,
     and throws them in someone's trash.

     Ed despondently approaches Bela's.  Inside, a light glows, and
     the dogs BARK.

     Ed is relieved.  Bela's awake.  He BANGS on the door.

                             ED
               Bela, let me in!  Bela, it's Eddie.

     He keeps BANGING.  Finally the door opens -- and Bela stands
     there, shakily waving a gun!  Bela is doped up, glassy-eyed,
     and disturbingly haggard.

                             BELA
               Why are you here??

                             ED
               Shit!  Bela, what's with the gun?

                             BELA
               Why aren't you on your honeymoon?
               Where's Myrna?

                             ED
               Norma.  She changed her mind.  She
               doesn't wanna marry me.
                       (beat)
               Can you put down the gun?

     Bela weakly lowers the gun.

     INT. BELA'S

     Ed walks in, in a near-stupor.  Needles and drug paraphernalia
     are scattered about

                             ED
               What are you doing?

                             BELA
               I was thinking about killing myself.

                             ED
               Jesus Christ, what an evening.
                       (he looks around)
               What happened?

                             BELA
                       (near tears)
               Eddie, I received a letter from the
               government.  They're cutting off my
               unemployment.  That's all I've got.
               Without it, I can't pay the rent...

                             ED
               Don't you have any savings?

                             BELA
               I'm obsolete.  I have nothing to live
               for.  Tonight, I should die.
                       (distraught)
               And you should come with me.

     Frail Bela points the gun at Ed.  Ed is terrified.

                             ED
               Buddy, I don't know if that's such
               a good idea.

                             BELA
               It'll be wonderful.  We'll be at
               peace.  In the afterlife, you don't
               have to worry about finding work.

                             ED
               Bela, I'm on your side.  C'mon, give
               me the gun...
                       (he cautiously steps forward)
               If you give me the gun, I'll make you
               a drink.  What are you drinking?

                             BELA
               Formaldehyde.

     Ed stares in anguish.

                             ED
               Straight up or on the rocks?

     Bela drops the gun.  He starts weeping.

     Ed walks over and hugs the shaking old man.

                             ED
               Don't worry.

                             BELA
               I'm sorry, Eddie.  I'm so sorry.

                             ED
               Don't worry.  Everything's gonna be
               all right.

                                                    CUT TO:

     EXT. HOSPITAL - STILL LATER THAT NIGHT

     Ed's car pulls up at the South Metropolitan State Hospital.
     It's a grim, unwelcoming edifice.

     Ed helps weak Bela from the car.  They look at each other, then
     Ed gingerly leads Bela in.

     INT. HOSPITAL - SAME TIME

     The lobby is clammy and dim.  Ed and Bela reach the desk.  A
     NURSE looks up, startled.

                             NURSE
               My goodness, you gave me the willies.
               You look like that Dracula guy.

                             BELA
                       (very somber)
               My name is Bela Lugosi.  I wish to
               commit myself.

                             NURSE
               For what reason?

                             BELA
               I have been a drug addict for twenty
               years.  I need help...

     The nurse nods.  She takes Bela's arm and leads him away.  Bela
     glances at Ed, then steps through a wide door.  As it swings
     shut, we see a DOCTOR walk over and shake Bela's hand.

     Ed stares at the door, dazed by all that's happened.  He sits
     down in a chair, exhausted.

     Ed's eyes slowly close, and he falls asleep...

                                                    DISSOLVE TO:

     INT. HOSPITAL - MORNING

     Ed is still asleep, but now sunlight beats in.

     Ed stirs and wakes up.  He groggily looks around, and sitting
     across from him is a woman, knitting.  This is KATHY O'HARA,
     26, solid, reflective, with a dry sense of humor.  Ed peers at
     her.

                             ED
               Hello.

                             KATHY
               Hello.
                       (beat)
               You're sleeping in a tuxedo.

                             ED
               I got married last night.

                             KATHY
               Oh.  Congratulations.

                             ED
               The marriage already ended.

                             KATHY
               Oh.  My condolences.

     Ed watches her knit.

                             ED
               What are you making?

                             KATHY
               Booties for my father.  He gets cold
               in this hospital.

                             ED
               How long's he been here?

                             KATHY
               This is my thirteenth pair.

     Ed nods.  He spots the Doctor walk by.

                             ED
               Excuse me.
                       (he runs to the Doctor)
               Doctor?  I'm with Mr. Lugosi.  How
               is he?

                             DOCTOR
               Well... there's a lot of junk in his
               system for such an old man.
               Apparently, he was addicted to
               morphine, tried to kick it, and got
               re-addicted to methadone.

                             ED
               Will he be okay?

                             DOCTOR
               We'll do our best.

                                                    DISSOLVE TO:

     INT. HOSPITAL CORRIDOR - NIGHT

     We are outside Bela's room.  He can be glimpsed inside,
     strapped to the bed and SCREAMING in pain.  He is going through
     painful withdrawal and shakes horribly.

                                                    DISSOLVE TO:

     INT. HOSPITAL LOBBY - ANOTHER DAY

     Ed strides into the hospital, wearing different clothes, and
     carrying a box of chocolates.  He waves at the nurse.

                             ED
               Hi, Lillian.

                             NURSE
                       (she smiles)
               Hi, Ed.  Boy, he's got a lot of
               visitors today.

                             ED
               He does?

     Ed is puzzled.  He hurries back.

     INT. HOSPITAL CORRIDOR - DAY

     A crowd of NEWSPAPER REPORTERS and PHOTOGRAPHERS overflow
     Bela's room.  Ed is astonished.

                             ED
               What's going on here?!  Excuse me!

     INT. HOSPITAL ROOM

     Decrepit Bela is propped up in his bed, as the mob of reporters
     throw questions at hit and SNAP shots: "Bela, how long have you
     been a junkie??" "Bela, look this way!"

     Ed angrily pushes through.

                             ED
               Everybody out!  This is a hospital!
               Get out of here.

     Ed forces them out, then SLAMS the door.

                             ED
               What happened?!

                             BELA
                       (in a hoarse whisper)
               Isn't it wonderful?  After all these
               years, the press is showing an
               interest again in Bela Lugosi.

                             ED
                       (surprised)
               Bela, they're parasites!  They just
               want to exploit you.

                             BELA
               Fine.  Let them!  There is no such
               thing as bad press.  A man from New
               York even said he's putting me on the
               front page!  First celebrity to ever
               check into rehab.
                       (he smiles feebly)
               When I get out of here, I will be
               healthy.  Strong!  I will be primed
               for my comeback!

     Bela starts COUGHING heavily.  Ed stares sadly.

                                                    DISSOLVE TO:

     INT. LOBBY - ANOTHER DAY

     Ed sits tensely in the lobby, holding vigil.  Kathy O'Hara
     walks by.

                             KATHY
               Oh, it's you again.

                             ED
               Oh, hi.

                             KATHY
               You look beat.

                             ED
               I am.  How's your father?

                             KATHY
               He's better.  Thank you for asking.
                       (pause)
               How's your friend?

                             ED
               Not good...

     Kathy reaches in her purse and pulls out two black booties.

                             KATHY
               Well, I made him some booties to
               cheer him up.
                       (beat)
               They're black -- to match his cape.

     She smiles.

     Ed slowly smiles in response.  But this isn't his normal slick
     smile.  It's gentler.  Sincere.

                             ED
               Would you maybe like to get a
               coffee..?

                                                    DISSOLVE TO:

     INT. HOSPITAL CORRIDOR - DAY

     Ed and the Doctor stand in a doorway, talking.

                             DOCTOR
               We thought Mr. Lugosi was insured
               though the Screen Actors Guild.

                             ED
               Isn't he?

                             DOCTOR
               No.  They say his eligibility ran out
               years ago.

                             ED
               Look, he doesn't have any money...
               but I'll give you everything I've
               got.  I have a few hundred dollars.

     The Doctor shakes his head grimly.

                             DOCTOR
               That won't even begin to cover it.
               He's going to have to leave.

     INT. BELA'S HOSPITAL ROOM - DAY

     Bela lies sleeping in bed, pasty and pale.  NEWSPAPER CLIPPINGS
     of his hospital stay are tacked up.

     Ed anxiously tiptoes in.  He quietly speaks.

                             ED
               Bela, wake up.

     Bela stirs lethargically.  Ed puts on a fake smile.

                             ED
               I've got some good news.  The doctor
               says you're all better.  You can come
               home.

                             BELA
                       (so weak, he's barely audible)
               Really?  I don't feel so great.

                             ED
               No, you look good.  And the tests
               came back fine.
                       (a poignant pause)
               C'mon...

     Ed gingerly helps Bela up.

     EXT. HOSPITAL - DAY

     Bela slowly gets into Ed's car.

                             BELA
               Eddie, I wanna make another picture.
               When are we gonna make another
               picture?

                             ED
               Soon, Bela... Soon.

                                                    CUT TO:

     INT. CAMERA RENTAL HOUSE - DAY

     Ed is desperately trying to cut a deal with the OLD MANAGER.

                             ED
               Please, I just need it for one
               afternoon!

                             OLD MANAGER
               Ed, if I cut a deal for you, I gotta
               cut one for everybody.

                             ED
               This is different!  It'll mean so
               much to me.  All I need is a camera
               and a tripod.  No lights, no sound.
               Nothin' fancy.

                             OLD MANAGER
               And that's it?

                             ED
               And one roll of film.

     The old guy gives Ed a tough look.

                                                    CUT TO:

     EXT. BELA'S HOUSE - DAY

     Bela is dressed in his Sunday finest, standing in front of his
     little house.  He wears a cloak and a wide-brimmed hat.

                             BELA
               This is so exciting.  Another
               production!

     WE WIDEN.  Out on the lawn... is just Ed.  With the camera.

                             BELA
               So Eddie, don't we need a sound crew?

                             ED
               No, this is just the second unit.
               We'll do the main footage later.

                             BELA
               Oh.  So what is the scene about?

                             ED
                       (improvising)
               Uh... you're a very important and
               respected man.  You're leaving your
               house... and you're in a hurry to a
               big social event.

     Bela nods.  He mulls this over.

                             BELA
               Okay.  But what if I'm not in too big
               a hurry?  What if I take a moment to
               slow down and savor the beauty of
               life?  To smell a flower?

                             ED
                       (he smiles)
               That's great.  Let's do a take.

     WIDE

     Bela goes in the front door.  Ed gets behind the camera, then
     turns it ON.

                             ED
               Okay, roll camera!  Rolling.  Scene
               One, Take One!
                       (pause)
               And... ACTION!

     There's a moment.  And then Bela slowly steps outside, calm,
     dignified, walking with a cane.  He looks about -- and then
     something catches his eye.  He leans down and picks a flower.

     Bela smells the flower, then abruptly drops it.  He starts
     crying.  A pause, and then he composes himself.  The old man
     slowly shuffles out of frame.

     Ed peers emotionally from behind the camera.

                             ED
               And, cut...

                             BELA
               Eddie, how was I?

                             ED
                       (quiet)
               Perfect.

     Bela is pleased.

                             BELA
               Good.
                       (beat)
               Now what about my close up?

                                                    CUT TO:

     EXT. HOLLYWOOD DUPLEX - DUSK

     Ed's Nash convertible pulls up outside a neat little duplex in
     a nice neighborhood.  Ed is dressed up for a date.  He checks
     his hair nervously in the mirror, revealing an anxious
     boyishness we've never seen before.

     Ed carries a bouquet of flowers to the front door.  He rings
     the bell.  Kathy opens the door.  She looks very pretty in a
     full skirt with a crinolin.

                             KATHY
               Oh, flowers!  I didn't know you were
               so traditional.

                             ED
                       (a little embarrassed)
               I just picked them up on the way
               over...

                             KATHY
               They're very nice.
                       (she smiles sweetly)
               Let me get my coat.

     EXT. CARNIVAL - NIGHT

     Ed and Kathy are at a tattered traveling carnival.  Rattling
     steel rides and flashing lights spin about them.  They stroll
     through the crowds eating cotton candy.  Kathy wears one of
     Ed's flowers on her dress.

                             KATHY
               So have you always lived in L.A.?

                             ED
               No.  I'm from back east.  You know,
               All-American small town... everybody
               knew everybody, I was a Boy Scout,
               my dad worked for the post office...

                             KATHY
               Sounds like you lived in Grovers
               Corners.

     INT. SPOOK HOUSE - NIGHT

     Ed and Kathy ride through the old mechanical spook house.

                             KATHY
               Did you find it boring?

                             ED
               Nah, 'cause I had my comic books.
               And I read pulp magazines.  And I
               listened to the radio dramas...

     A wooden WITCH jumps out at them.  They ignore it.

                             KATHY
               Oh.  I loved those shows!  "Inner
               Sanctum"... "The Shadow" --

                             ED
                       (getting excited)
               Yeah!  Don't forget "Mercury
               Theatre"... And then every Saturday,
               I'd go to the little movie theater
               down the street.  I even started
               ushering there.

     A creaky GHOST flies overhead.

                             KATHY
               You're not gonna believe the first
               picture I ever saw.  Your friend's.

                             ED
               What do you mean?

                             KATHY
               "Dracula."

     Ed freaks out.

                             ED
               That's INCREDIBLE!  That's the first
               picture I ever saw!!

     WIDE

     Mechanical BATS drop down and flap around them.

                             KATHY
               That is incredible!
                       (beat)
               You know, I had to sleep with the
               lights on for a week after seeing
               that movie.

                             ED
               I had to sleep with the lights on for
               a month.
                       (he smiles)
               But I never missed a Lugosi picture
               after that.

                             KATHY
               A few years ago, I actually saw him
               do "Dracula" live.  I thought he was
               much scarier in person.

     CLOSEUP - ED

     He starts at Kathy in wonder.  He is overcome.

     Their car SMASHES through the tin exit doors.

     EXT. SPOOK HOUSE - SAME TIME

     Ed and Kathy's little car comes to a stop.  He gets very
     serious.

                             ED
               Kathy, I'm about to tell you
               something I've never told any girl
               on a first date.  But I think it's
               important that you know.
                       (beat)
               I like to wear women's clothes.

                             KATHY
               Huh?

                             ED
               I like to wear women's clothes:
               Panties, brassieres, sweaters,
               pumps... it's just something I do.
               And I can't believe I'm telling you,
               but I really like you, and I don't
               want it getting in the way down the
               road.

     Kathy is amazed.  She contemplates all this.

                             KATHY
               Does this mean you don't like sex
               with girls?

                             ED
               No! I love sex with girls.

                             KATHY
               Oh.  Okay.

                             ED
                       (surprised)
               Okay?

     Kathy slyly grins.

                             KATHY
               Okay.

     Ed grins back.  A moment.

                                                    CUT TO:

     INT. ED'S HOUSE - DAY

     Ed is on the telephone.  We SPLIT-SCREEN with Vampira.

                             ED (on phone)
               Vampira!  Hi, it's Ed Wood.

                             VAMPIRA (on phone)
               Ed, I told you, I don't wanna go out!

                             ED
               No, don't worry, I moved on.  I was
               just calling to see if you want to
               attend the world premiere of my new
               film, "Bride Of The Monster."

                             VAMPIRA
                       (confused)
               Didn't you just make one called
               "Bride Of The Atom"?

                             ED
               It's the same film.  But the
               distributor wanted a punchier title.
               C'mon!  It's gonna be a big event --
               we're going all out!  Bela, Tor, and
               Cris are coming.  You'll have fun!

     Vampira rolls her eyes.

                                                    CUT TO:

     EXT. NEIGHBORHOOD MOVIE THEATER - NIGHT

     Hundreds of KIDS and TEENAGERS enter a dilapidated second-run
     theater.  A banner says "'Bride Of The Monster' World Premiere!
     Celebrities In Person!"

     EXT. DARK CITY STREET - SAME TIME

     An antique limousine HEARSE drives down a dingy street.

     INT. HEARSE

     Ed drives.  Tor, ill Bela, Vampira, and Criswell are crammed in
     with him, along with bewildered Kathy.

     Everyone is dressed in gaudy "scary" outfits.  Tor wears his
     frightening WHITE CONTACT LENSES.

                             TOR
               My eyes are killink me.

                             ED
               Don't worry.  We're almost there.

                             BELA
                       (still hoarse)
               Eddie, where are we?  We passed that
               carwash twenty minutes ago.

                             CRISWELL
               I predict we're lost.

                             VAMPIRA
                       (to Bela)
               Hey!  You wanna watch the hands??

     Bela sheepishly removes his hand from her thigh.

                             BELA
               Sorry...

                             ED
                       (he looks around, baffled)
               Has anyone ever been to Downey?

     INT. MOVIE THEATER - SAME TIME

     The audience is so restless, they're practically rioting.  They
     CLAP AND CHANT angrily.

     A fat patronizing MANAGER steps on stage.

                             THEATER MANAGER
               Children, if you don't calm down,
               there won't be the entertainment.

                             ANGRY KID
               It was supposed to start an hour ago!

     INT. HEARSE - SAME TIME

     Tempers are flaring.

                             TOR
               My eyes are burnink.

                             KATHY
               Hey look!  There's the theater.

                             TOR
               Where?  I can't see nothink!

     EXT. THEATER - SAME TIME

     The hearse pulls up.  A FRANTIC USHER runs over.

                             FRANTIC USHER
               Thank God, you're here!  They're
               tearing the place apart!

     The gang awkwardly steps out of the hearse.  Tor gets out and
     blindly walks straight into a lamp post.  WHACK!  He yelps.

                             TOR
               Ow.

     Bela moves slowly, very feeble.  Vampira smooths out her slinky
     black dress, then puts her arm around Bela to help him.

                             FRANTIC USHER
               C'mon!  This way!

     INT. THEATER - SAME TIME

     Criswell points Tor in the right direction, and the group
     stumbles in.  Ed escorts excited Kathy.

                             KATHY
               I've never been to a premiere before.

     The Usher opens the auditorium doors.

     INSIDE

     It's PANDEMONIUM.  People are screaming and shouting.  Kids jump
     up and down, on top of the chairs.

     Bela, Tor, Vaspira, and Criswell are alarmed.

     The lights dim on and off.  Scratchy SPOOKY MUSIC blasts over
     the sound system.

                             ED
               Wow.  Go knock 'em dead!

     Criswell pushes blind Tor towards the stage.  Tor sticks out
     his arms and scarily staggers down the aisle.  Criswell
     nervously follows.  Vampira escorts Bela.

     The crowd BOOS.  They pelt our gang with popcorn.

     Tor GROWLS like a monster.  Kids LAUGH and jeer.

     ON ED AND KATHY

     In back, Ed speaks in a frightening manner into a MICROPHONE:

                             ED (amplified)
               Ooooo!  At the stroke of midnight,
               the witching hour, the ghouls arise
               from the dead!

     DOWN THE AISLE

     Tor slips in some butter.  He tumbles and falls.

     A WOMAN'S VOICE cackles.

                             WOMAN'S VOICE
               It's the blind leading the blind!

     Tor staggers to his feet.  All disoriented, he starts walking
     the wrong direction and falls over a chair.  People HECKLE.

     Criswell quickly helps his up.

                             TOR
               Dis is a nightmare.

                             CRISWELL
               It's show biz.

     Criswell pushes Tor in the right direction.  Some roughnecks
     knock down Criswell and snatch his wallet.

     A MEAN BOY jumps on his chair, ripping the stuffing out of the
     seat.  He throws the fibers in the air, and they float over
     Bela and Vampira.

                             BELA
               What is that?

                             VAMPIRA
               I think they're getting ready to burn
               this place down.

     A HIGH SCHOOL PUNK runs up and grabs Vampira's breasts.

                             HIGH SCHOOL PUNK
               Hey Vampira, how 'bout a little love?

                             VAMPIRA
               Fuck off!

     She impulsively swings her arm and SLAMS the kid.

     ON STAGE

     The Manager pleads to the mob.

                             THEATER MANAGER
               Children, please!  Be calm!

     Somebody throws a bottle and HITS him in the head.  He goes
     down.

     WIDE

     The lights suddenly go off.  Some girls SCREAM.

     Ed's panicked.  He grabs Kathy and runs down to his friends.

                             ED
               C'mon!  We're getting the hell out
               of here!

     Ed rounds up Bela, Tor, Criswell, and Vampira.

     The crowd BOOS louder.  Blind Tor is totally confused.

                             TOR
               What is happening?

                             ED
               We're escaping!

     The group runs up the aisle and leaves.  As the doors close,
     "Bride Of The Monster" starts unspooling on the screen.

     EXT. THEATER - SAME TIME

     The gang frantically runs out, scared for their lives.

     They look over.  Some JUVENILE DELINQUENTS are stripping the
     hearse.

                             VAMPIRA
               We're gonna die.

     The theater doors CRASH open.  The angry mob pours out.

     Ed spins wildly around... and sees a cab approaching.

                             ED
               Stop!

                             KATHY
               STOP!

     Kathy runs frenziedly into the street and throws herself at the
     cab.  It screeches to a halt.

     Everybody sprints over and jumps in.  The cab ROARS away.

     INT. CAB - SAME TIME

     All of them are breathing heavily.  They watch in the rear
     window as they drive away from the rampage.

     A nervous silence.  Until Bela speaks.

                             BELA
               Now that was a premiere.

     All of them LAUGH.

                                                    CUT TO:

     EXT. HOLLYWOOD BOULEVARD - DAY

     Bela and Ed stroll down the street, in high spirits.  Bela
     smokes a big fat cigar.

                             BELA
               Last night was quite a romp.

                             ED
               Did you see that kid grab Vampira's
               tits?

                             BELA
               I envied him.
                       (he chuckles)
               Hell, I envied you too, having a
               girlfriend that would jump in front
               of a car like that.

                             ED
               Yeah, she's really somethin'.

                             BELA
               I know none of my wives would've.

     Ed laughs.  Bela puffs his cigar.

                             BELA
               Eddie, I want to thank you.  These
               last few days have been a good time.

                             ED
               I just wish you coulda seen the
               movie.

                             BELA
               No problem.  I know it by heart...

     Bela stops walking.  And in a BOOMING, THEATRICAL VOICE, he
     suddenly launches into his impassioned, climactic speech from
     "Bride Of The Monster."

                             BELA
               "Home.  I have no home.  Hunted...
               despised... living like an animal
               -- the jungle is my home!  But I
               will show the world that I can be
               its master.  I shall perfect my own
               race of people... a race of atomic
               supermen that will conquer the
               world!"

     Ed is touched.

     A few people around them APPLAUD.

     Bela's face lights up, proud.  An awed MIDWESTERN TOURIST hands
     him a pen and paper.

                             TOURIST
               Mr. Lugosi, could I have your
               autograph?

                             BELA
               Certainly.

                             TOURIST
               Boy, that was incredible.  You're
               just as good an actor as you always
               were.

     Bela puffs out his chest majestically.

                             BELA
               Better.
                       (beat)
               I'm seventy-four, but I don't know
               it.  If the brain is young, then the
               spirit is still vigorous... like a
               young man.

     Bela turns and smiles wanly at Ed.

     Ed smiles back.

                                                    CUT TO:

     INT. ED'S KITCHEN - NIGHT   

     Ed and Kathy stand in his kitchen, making dinner.  She sticks
     her finger in a pot.

                             KATHY                                            
               Ed, this spaghetti sauce is
               delicious.

                             ED
               Thanks.  It's actually the only thing
               I know how to make.
                       (he motions)
               Hey, can you grab that strainer?

     She holds a strainer.  Ed pours the spaghetti over it.

     Suddenly the PHONE rings. Ed groans.

                             ED
               Ugh! Always at the wrong time.
                       (he ANSWERS the phone)
               Hello?

     He listens.

     And then, he gets a very somber expression.

                             ED
               Oh no...

     Ed HANGS UP the phone.  He looks pained.

                             KATHY
               What was that?

                             ED
                       (quiet)
               Bela died.

                                                    CUT TO:

     INT. FUNERAL HOME - DAY

     It's Bela's funeral.

     Ed sits crying in the front row, with Kathy at his side.

     All Bela's friends are there.  They're very subdued.

     THE CASKET

     Bela lies inside, made up in his full Dracula outfit.  His hair
     is died black, and he wears the famous cape.

     EXT. HOLY CROSS CEMETERY - DAY

     On a grassy hill, Bela is laid to rest.  The small crowd of
     mourners stands silhouetted against the dark gray clouds.

     The coffin is lowered into the ground.  Ed stands at the front,
     silently watching.

     AT A DISTANCE

     A few TABLOID PHOTOGRAPHERS snap pictures.

                             PHOTOGRAPHER #1
               Whose crazy idea was it to bury him
               in the cape?

                             PHOTOGRAPHER #2
               I heard it was in the will.  It was
               how he wanted to be remembered.

                                                    CUT TO:

     INT. SCREENING ROOM - DAY

     Ed is alone in a darkened screening room, depressed.

     Playing on the SCREEN is the last footage of Bela: Bela
     stumbles around in front of his house and smells the flower.

     Ed drinks out of a flask.

     The film runs out.  A VOICE comes over a loudspeaker.

                             VOICE
               Do you want me to run it again?

     Ed silently nods.

                                                    DISSOLVE TO:

     INT. ED'S APARTMENT - NIGHT

     Ed's apartment has gone to hell.  Ed is in a robe, unshaven and
     clutching a bottle of whiskey.  Newspapers are everywhere.

     Bela's and Ed's dogs eat out of the trash.

     Kathy tries to straighten things up.  Ed stares listlessly.

                             ED
               I'd seen him in a coffin so many
               times, I expected him to jump out...

                             KATHY
               Ed, you've got to snap out of this.
               Bela's dead -- you're not!

                             ED
               I might as well be.  I made shitty
               movies that nobody wanted to see.
                       (beat)
               I blew it.  All he wanted was a
               comeback... that last glory...

                             KATHY
               Well you tried --

                             ED
                       (angry)
               I was a fuckin' HACK!  I let people
               recut the movies, cast their
               relatives...
                       (beat)
               I let Bela down...

                                                    CUT TO:

     EXT. ED'S APARTMENT BUILDING - DAY

     A new Studebaker pulls up.  A bumper sticker says "JESUS SAVES"

     A man in a plain brown suit steps out.  This is J. EDWARD
     REYNOLDS, 50, Ed's santironious southern Christian landlord.
     Reynolds assertively bangs on Ed's front door.

                             REYNOLDS
               Mr. Wood?!

                             ED (O.S.)
               Hruphh...?

                             REYNOLDS
               Mr. Wood, this is Mr. Reynolds, your
               landlord.  Could you please open up?

     The door opens a crack.  Bleary Ed peers out.

                             ED
               Yeah...?

                             REYNOLDS
               Mr. Wood, you have bounced your third
               and final rent check.

                             ED
                       (he sloppily lies)
               I'm real sorry.  My stockbroker must
               have transferred the wrong account...
               C'mon in, I'll write you another one.

     INT. APARTMENT - SAME TIME

     Ed motions Reynolds in.  Reynolds peers unsurely at the tornado
     inside.  Then he notices a framed one-sheet for "BRIDE OF THE
     MONSTER."  Reynolds admires it.

                             REYNOLDS
               Hmm, so you're in the picture
               business?

                             ED
                       (rummaging for a check)
               You could say that --

                             REYNOLDS
               I'm interested in the picture
               business.  My associates and I wish
               to produce a series of uplifting
               religious films, on the Apostles.
               But unfortunately, we don't have
               enough money.

                             ED
                       (distracted)
               Raising money is tough.

                             REYNOLDS
               Oh!  Our church has the money for one
               film.  We just don't have it for all
               twelve...

     ANGLE - ED

     His eyes suddenly pop.

     The color comes back to his fact.  A plan is quickly boiling
     over inside Ed's head.  He starts feverishly pacing around.

                             ED
               Okay -- you know what you do?  You
               produce a film in a commercially
               proven genre.  And after it's a hit,
               you take the profits from that, and
               make the twelve Apostles' movies.

                             REYNOLDS
               Would that work?

                             ED
               Absolutely!  You see this script..?

     Ed randomly grabs a script off the messy floor, then glances
     down, to see which one he picked up.  It says "Graverobbers
     From Outer Space."

                             ED
               "Graverobbers From Outer Space"!
               It's money in the bank.

                             REYNOLDS
               Graverobbers from what??

                             ED
               From outer space!  It's science-
               fiction.  Very big with the kids!
               If you make this picture, you'll have
               enough money to finance a HUNDRED
               religious films!
                       (beat)
               And pay my back rent from the
               profits.

     Reynolds scratches his head.

                             REYNOLDS
               I don't know... this is all a lot to
               absorb.

                             ED
               It's a guaranteed blockbuster!

                             REYNOLDS
               Um, I understand that this science
               friction is popular -- but don't the
               big hits always have big stars?

                             ED
                       (in a frenzy)
               Yeah, well we've GOT a big star!
               Bela Lugosi!!

                             REYNOLDS
                       (mystified)
               Lugosi??!  Didn't be pass on?

     Ed grins maniacally.  He grabs a SMALL REEL of 35mm film.

                             ED
               Yes, but I've got the last footage
               he ever shot!

                             REYNOLDS
               Just, it doesn't look like very much.

                             ED
               It's plenty!  It's the acorn that
               will grow a great oak.  I'll just
               find a double to finish his scenes,
               and we'll release it as "Bela
               Lugosi's Final Film"

     A beat.  Reynolds stares, intrigued...

                                                    CUT TO:

     INT. ED'S APARTMENT - LATER

     The place is cleaned-up.  Ed shouts excitedly into the phone.

                             ED
               Bunny!  We're making another film!
               Yeah -- I got the Baptist Church of
               Beverly Hills to put up the cash!

     Paul sticks his head in.

                             PAUL MARCO
               Ed, I got the Lugosi lookalikes
               outside.

                             ED
               Great!  Bring 'em in!  Bunny, I gotta
               run.

     Ed hangs up.

     Paul leads in THREE.  They look nothing like Bela.  One is
     a HOMELESS BUM, one is a SHORT FAT MAN, and one is CHINESE.

     Ed inspects them.

                             ED
               Too tall... too short...
                       (he glances at the Chinese guy)
               And this guy doesn't work at all.

                             PAUL MARCO
               Well I was thinkin' like, when Bela
               played "Fu Manchu."

                             ED
               That was Karloff.
                       (beat)
               Paul, you gotta try harder.  I don't
               want this film to be haif-assed.
               This time, we go for the quality.

     Paul turns to go.

                             ED
               And by the way, keep Sunday free.
               The producers want all of us to get
               baptized.

                                                    CUT TO:

     INT. KATHY'S APARTMENT - DAY

     Kathy reads a newspaper while knitting an angora sweater.  Ed
     is typing deliriously fast -- in one of his artistic fevers.

                             ED
               You know, when you rewrite a script,
               it just gets better and better!

                             KATHY
               Do you want your buttons on the left
               or the right?

                             ED
               The left.  It's more natural.
                       (he squints at his script)
               Hey, I've got a scene where the
               aliens have the ultimate bomb.  What
               would that be made of?

                             KATHY
               Uh, atomic energy?

                             ED
               No.  They're beyond that!  They're
               smarter than the humans.  What's more
               advanced?

                             KATHY
               Dynamite --

                             ED
               No, BIGGER!  What's the biggest
               energy??

                             KATHY
               The sun.

                             ED
                       (ecstatic)
               Yes!  BINGO!  Solar energy!  Oh
               that's gonna seem so scientific.
                       (he resumes TYPING)
               This movie's gonna be the ultimate
               Ed Wood film.  No compromises.

     Kathy suddenly jumps up, shocked.

                             KATHY
               Oh my God.  Look at this!

     She runs over and shows Ed the newspaper.

     INSERT - THE NEWSPAPER

     A small headline says "VAMPIRA REVEALED TO BE RED."  Underneath
     is the story: "Channel 7 has fired popular horror hostess
     Vampira, after learning of her suspected communist leanings..."

     ON ED AND KATHY

     They're astonished.

                             ED
               Those assholes.

                             KATHY
               The poor girl's out of a job.

                             ED
               Yeah...
                       (he looks up)
               I should give her a call.

                                                    CUT TO:

     INT. COFFEE SHOP - DAY

     Ed and Kathy sit with a shaken-up Vampira.

                             ED
               I'm really sorry...

                             VAMPIRA
               It's terrible.  People won't even
               return my calls.  It's like I don't
               exist.

                             ED
               I know what that's like.
                       (he pulls out his SCRIPT)
               Anyway, I brought a copy of the
               script.  You would play the "Ghoul's
               Wife."

                             VAMPIRA
                       (she grimaces)
               The Ghoul's Wife?!  God, I can't
               believe I'm doing this...

                             KATHY
               You should feel lucky.  Ed's the only
               guy in town who doesn't pass judgment
               on people.

                             ED
                       (he laughs)
               Hell, if I did, I wouldn't have any
               friends.

     Vampira smiles uncomfortably.

                             VAMPIRA
               Look... would it be possible to make
               the "Ghoul's Wife" a little less
               prominent, so people won't really
               notice me in the movie?

                             ED
               You don't wanna be noticed?

                             VAMPIRA
               Exactly.  Hey, how 'bout this -- what
               if I don't have any lines?  I'll do
               the part mute!

      Kathy suddenly sees someone.

                             KATHY
               Look, it's Dr. Tom.
                       (she SHOUTS)
               Hey, Dr. Tom!

                             ED
               Who's Dr. Tom?

                             KATHY
               My chiropractor!

     DR. TOM MASON, a tall, slender 35-year-old chiropractor,
     strides over.  He smiles.

                             DR. MASON
               Kathy, how are you?!  You're looking
               in alignment today.

                             KATHY
               Actually, my neck's a little funny.

     Dr. Mason grabs Kathy's neck and CRACKS it loudly.

     ON ED

     Ed stares at the Doctor in astonishment.  Ed is riveted.

                            ED
               Wait a second.  Don't move!

     Ed excitedly jumps up, takes his NAPXIN, and covers the
     Doctor's face from the nose down.

                             ED
               It's uncanny.

                             VAMPIRA
               What's uncanny?

                             ED
               LOOK AT HIS SKULL!

                                                    CUT TO:

     INT. BAPTIST CHURCH OF BEVERLY HILLS - DAY

     Services are in progress.  J. Edward Reynolds leads a CHOIR
     singing an emotional SPIRITUAL.

     Ed, Tor, Criswell, Paul, Conrad, Vampira, Kathy, Bunny, and Dr.
     Tom Mason sit in back.  They're all wearing white robes and
     arguing about the doctor.

                             TOR
               He look nutink like Bela!

                             CONRAD
               He's kinds got his ears.

                             TOR
               You're stupid!

                             KATHY
               No, cover up his face.

     Kathy lifts Dr. Mason's robe over his bewildered face.

                             CRISWELL
               Ah!  Now I see it.

                             DR. MASON
                       (goofily imitating Bela)
               "I want to suck your blood!"

     Everybody CRACKS up.  Ed waves his arms.

                             ED
               SHHH!  We want these Baptists to like
               us.

     Like bad kids, they quiet down.  Ingenuous Southern REVEREND
     LYN LEMON speaks up front.

                             REVEREND LEMON
               Brothers and Sisters, we've reached
               a special part of the service.  The
               baptism of our new members!
                       (beat)
               If the congregation will oblige, we'd
               like to adjourn and reconvene at Emma
               DuBois's back yard.

     EXT. BACKYARD - DAY

     The straight-laced, devout CONGREGATION is gathered around a
     large SWIMMING POOL.  Reverend Lemon, Reynolds, and our misfits
     stand in the shallow end, in their white robes.

     Criswell whispers to Vampira.

                             CRISWELL
               Why couldn't we do this in the
               church?

                             VAMPIRA
               Because "Brother Torî couldn't fit
               in the sacred tub.

     MONTAGE:

     THE REVEREND BAPTIZES ED

                             REVEREND LEMON
               ...Do you accept the Lord Jesus
               Christ as your savior?

                              ED
               I do.

     Reynolds DUNKS Ed in the water.

     THE REVEREND BAPTIZES BUNNY

                             REVEREND LEMON
               ...Do you reject Satan and all his
               works?

                             BUNNY
                       (hiding a smirk)
               I do.

     Reynolds DUNKS Bunny.

     THE REVEREND BAPTIZES TOR

                             REVEREND LEMON
               ...Do you repent for all your sins?

                             TOR
               I do.

     Tor winks slyly at Criswell.

     Reynolds DUNKS Tor.  But Tor slips from Reynolds' grasp and
     sinks to the bottom of the pool.

                             REYNOLDS
               Oh my God, I dropped him --

     Tor lies on the bottom, staring lifeinsly.

                             CRISWELL
                       (mischievous)
               I don't think he's coming up!

                             REVEREND LEMON
               Lord no!  The man's drowning!

                             REYNOLDS
                       (scared)
               What do we do?!

                             REVEREND LEMON
               Help!  HELP!!!

     The whole Congregation starts JUMPING IN.  Men and women in
     their Sunday finest leap into the pool and start tugging on
     Tor.  But nobody can budge the big whale.

                             REVEREND LEMON
                       (near tears)
               Dear Jesus, please forgive us!

     ON TOR

     He suddenly rises, Poseidon-like, from the pool.

     Tor spits out water, then lets out a hearty BELLY LAVGH.

                             TOR
               Tor make good joke!

     The Baptists aren't amused.

                                                    CUT TO:

     INT. CITY BUS - MORNING

     A bus drives along.  Every PASSENGER stares at something up
     front -- Vampira, in her slinky black outfit.  She reads a
     "Grave Robbers From Outer Space" script.

     EXT. SCUMMY NEIGHBORHOOD - SAME TIME

     The bus stops in a scary, run-down neighborhood.  Vampira
     off and warily looks around.

                             VAMPIRA
               This can't be the right address...

     She nervously walks down a dingy alley.  Vampira gets to an
     unmarked grimy door, gulps, then slowly opens it...

     INT. WAREHOUSE SOUNDSTAGE - DAY

     And inside is the "Grave Robbers From Outer Space" famous
     CEMETERY SET!  The film is in production!  Packed into a
     stinking little studio are a few scrawny twigs, branches, and
     flimsy cardboard tombstones set against a black drop.

     Tot struts about gregariously, in his "Inspector Clay" suit.
     He chats up the CREW.

                             TOR
               I am so happy!  Finally I am star wit
               dialogue!  I memorized every wordt.
               Eddie will be so proud!

     The Baptists chase Ed around.  They wave the script.

                             REYNOLDS
               Before we start shooting, Mr. Wood,
               we have a few questions --

                             REVEREND LEMON
               The script refers on numerous
               occasions to graverobbing.  Now we                                           
               find the concept of digging up
               consecrated ground highly offensive.                                      
               It's blasphemy.

                             ED                                            
                       (very annoyed)                                      
               What are you talking about?!  It's
               the premise of the movie.  It's even
               the title, for Christ's sake!

                             REVEREND LEMON
                       (shocked)
               Mr. Wood!

                             REYNOLDS                                      
               Yes, about that title, it strikes us
               as very inflammatory.  Why don't we
               change it to "Plan Nine From
               Outer Space"?                                      

     Ed shakes his head. 

                             ED                
               That's ridiculous!

                                                    WIPE TO:          

     CEMETERY SET

     They're filming the COPS arriving at the pitch-black cemetery.
     There's a prop police car, and an assistant blows fog in.     

                             ED
               And, ACTION!

     Tor steps onto the set           

                             TOR (as Inspector Clay)
               "Medicul eksaminer been aroundt yet?"             

                             COP               
               "Just left.  The morgue wagon oughta
               be along most any time."     

                             TOR               
               "You get statement frumk vitnesses?"

                             COP
               "Yeah, but they're pretty scared."

                              TOR               
               "Findink mess like dis oughta make
               anyone frightened.  Have one of da
               boyz take dem back to town.  You      
               take jarge."      

     ON THE CREW

     Everybody grices, trying to understand Tor.  The SCRIPT GIRL
     shakes her head.

     The Baptists angrily pull Ed aside.

                             REYNOLDS
               What'd you give him all the lines
               for??  He's unintelligible!

                             ED
               Look, Lugosi is dead and Vampira
               won't talk.   Ihad to give somebody
               the dialogue.

                             REVEREND LEMON
               That's not an answer.

                                                    WIPE TO:      

     ANOTHER SCENE BEING SHOT - LATER

     As Inspector Clay, Tor wanders around the "cemtery," waving
     his flashlight and nervously fingering his gun.

     Ed grins at the Baptists.

                             ED
               See, no talking.  Isn't he good?
                       (he grabs his MEGAPHONE)
               CUE DR. TOM!

                             DR. TOM (o.s.)
               Now?

                             ED
               YES, NOW!  LURK HIM.  AND BE SURE TO
               KEEP YOUR FACE COVERED!

     The door of a large paper-mache crypt creeps open.  Dr. Tom
     uncertainly steps out, impersonating Bela.  He holds the cape
     over his face and stalks Tor.

     Ed is pleased as punch.  He whispers to the Baptists.

                             ED
               Isn't it wonderful?  Bela lives!

                             REVEREND LEMON
               Doesn't this strike you as a bit
               morbid?

                             ED
               No, he would've loved it!  Bela's
               returned from the grave -- like
               Dracula.
                       (he grabs the MEGAPHONE)
               CUE VAMPIRA!

     Vampira steps out, walking in a trance.  Tor is now cornered.
     He fruitlessly FIRES his gun, but bullets can't stop zombies.
     Vampira and Dr. Tom kill him.  Tor screams.

                                                    WIPE TO:

     ANOTHER SCENE GETS SHOT - LATER

     Paul and Conrad are scared cops exploring the cemetery.

                             CONRAD (as a cop)
               "Let's go down and find out whose
               grave it is."


                             PAUL MARCO (as a cop)
               "Why do I always get hooked up with
               these spook details?  Monsters!
               Graves!  Bodies!"

                             ED
               CUE THE FLYING SAUCER, RAY!

     Off-stage, a grip on a ladder pans a 10K SEARCHLIGHT.

     The LIGHT crosses the actors.  They look up in horror, then
     clumsily fall down.  A rickety fake tombstone tips over.

                             ED
               And PERFECT.  CUT!

                             REYNOLDS
                       (freaking out)
               "Perfect"?  Mr. Wood, do you know
               anything about the art of film
               production?!

                             ED
               I like to think so.

                             REYNOLDS
               That cardboard headstone tipped over.
               This graveyard is obviously phony!

                             ED
               People won't notice.  Filmmaking
               isn't about picky details -- it's
               about the big picture.

                             REYNOLDS
               Oh, you wanna talk about the "big
               picture"?!  How 'bout that the
               policemen arrive in the daylight, but
               now it's suddenly night???

     Ed suddenly flips out.  He's livid.

                             ED
               YOU DON'T KNOW ANYTHING!  Haven't you
               ever heard of "suspension of
               disbelief"?!

     A STRAPPING YOUNG MAN walks up.  He smiles at the Baptists,

                             STRAPPING YOUNG MAN
               Reverend, I'm here.

                             ED
                       (baffled)
               Who's he?

                             REVEREND LEMON
               This is our choir director.  He's
               gonna play the young hero.

                             ED
                       (furious)
               Are you IN5ANE?  I'm the director!
               I make the casting decisions around
               here!

                             REVEREND LEMON
               I thought this was a group effort.

                             ED
               NOOOOO!!!

     Ed spastically storms away.

     INT. DRESSING ROOM - SAME TIME

     Ed bursts in.  He paces about, hysterically traumatized.

                             ED
               They're driving me crazy!  These
               Baptists are stupid, stupid, STUPID!

     Ed glances at a clothing rack -- and sees an ANGORA SWEATER.

     Ed is taken aback.  He slowly removes it from the hanger and
     rubs it against his face.  His breathing slows.

                             ED
               Mmm.  I need to calm... Take deep
               breaths...
                       (he rubs the angora)
               Ohh, it's so smooth...

     INT. SOUNDSTAGE - SAME TIME

     The dressing room door flies open.  Ed slowly struts out, in
     the sweater, pantsuit, and pumps.  He is calmed and at
     ease.

     The stage quiets.  People are staring.

                             ED
               Okay, everyone!  Let's set up for
               Scene 112!  Move the crypt stage left
               and get ready with Tor's make-up
               effect.

     The crew resumes working.  But the Baptists charge up, aghast.

                             REVEREND LEMON
               Mr. Wood?  What do you think you're
               doing?!

                             ED
               I'm directing.

                             REYNOLDS
               Not like THAT, you're not!

                             REVEREND LEMON
               Remove that get-up immediately.  You
               shame our Lord.

     Ed throws up his hands.

                             ED
               That's it.  I give up!

                                                    CUT TO:

     EXT. SOUNDSTAGE - DAY

     Ed frantically marches out of the building.  He's still in his
     ladies' outfit.  Ed sees a cab and WHISTLES loudly.

     The cab pulls over.  Ed jumps in.

                             ED
               Take me to the nearest bar.

                                                    CUT TO:

     INT. MUSSO & FRANKS - DAY

     The place is quiet, mid-morning.  Frazzled Ed enters and sits
     at the bar.

                             ED
               Imperial whiskey, straight up.

     The bartender nonchalantly pours a shot.  Ed takes the drink.
     He quietly sips his booze and reflects upon his day.

     Ed glances around. And then, suddenly -- his eyes widen.

     Sitting at a table is ORSON WELLES!  The portly, world-famous
     filmmaker sits alone, eating lunch with one hand and drawing
     STORYBOARDS with the other.

     Ed is thunderstruck.

                             ED
               Oh my God.  It's Orson Welles...

     Ed nervously stands.  He starts to step forward -- when he
     catches his own reflection in a mirror.  He's still in drag.

                             ED
               Oh shit.

     Ed rolls his eyes.  He runs his hand through his hair, then
     slowly approaches Orson Welles.  Ed is terrified.

                             ED
               Excuse me, Sir...?

                             ORSON WELLES
                       (he casually looks up)
               Yes?

                             ED
               Uh, uh, I'm a young filmmaker, and
               a really big fan... and I just wanted
               to meet you.

                             ORSON WELLES
                       (he extends his hand)
               My pleasure.  I'm Orson Welles.

                             ED
               Oh.  Um, I'm Ed Wood!
                       (he smiles anxiously)
               So, what are you working on now?

                             ORSON WELLES
               Eh, the financing just fell through
               for the third time on "Don Quixote."
               So I'm trying to finish a promo for
               something else.  But I can't find the
               soundtrack --
                       (he shrugs)
               I think I left it in Malta.

     Ed is astonished.

                             ED
               I can't believe it.  These sound like
               my problems!

                             ORSON WELLES
               It's the damn money men.  You never
               know who's a windbag, and who's got
               the goods.  And then they all think
               they're a director...

                             ED
               Ain't that the truth!  I've even bad
               producers recut my movies --

                             ORSON WELLES
               Ugh, I hate when that happens.

                             ED
                       (on a roll)
               And they always want to cast their
               buddies -- it doesn't even matter if
               they're right for the part!

                             ORSON WELLES
               Tell me about it.  I'm supposed to
               do a thriller at Universal, and they
               want Charlton Heston to play a
               Mexican!

     Ed shakes his head.  He's discouraged.

                             ED
               Mr. Welles, is it all worth it?

                             ORSON WELLES
               It is when it works.
                       (solemn)
               You know the one film of mine I can
               stand to watch?  "Kane."  The studio
               hated it... but they didn't get to
               touch a frame.
                       (he smiles warmly)
               Ed, visions are worth fighting for.
               Why spend your life making someone
               else's dreams?

     CLOSEUP - ED

     He has seen God.

                             ED
               Wow.

                                                  CUT TO:

     INT. SOUNDSTAGE - DAY

     Ed bursts onto the stage, a changed man.  Re-energized, he
     confidently grabs the Baptists.

                             ED
               Mr. Reynolds!

                             REYNOLDS
               Yes?

                             ED
               We are gonna finish this film just
               the way I want it!  Because you can't
               compromise an artist's vision!

                             REVEREND LEMON
                       (flustered)
               B-but it's our money --

                             ED
               And you're gonna make a bundle.  This
               movie's gonna be famous!  But only
               if you SHUT UP, and let me do it my
               way!

     Reynolds and Rev. Lemon are speechiess.

     CLOSEUP - ED

     He beams, turns and SHOUTS TRIUMPHANTLY into the soundstage.

                             ED
               ALRIGHT!  ACTORS IN POSITION!  LET'S
               FINISH THIS PICTURE!!

                                                    WIPE TO:

     "PLAN 9" MONTAGE:

     SCENE IN THE CEMETERY SET

     Tor plays a zombie rising from the dead.  He wears the scary
     white contact lenses.  Tor's so big, he has trouble lifting
     himself from the grave.

     EDITING ROOM

     Ed and his stock footage buddy watch a moviola.

                             ED
               Okay, I want that tank!  And I want
               that bomb!

     SOUNDSTAGE

     Harry paints Bunny's face GREEN, like a Martian.  Ed yells.

                             ED
               NO!  The aliens should look like
               people.

                             MAKE-UP MAN HARRY
               I'm tellin' ya, aliens are always
               green.

                             ED
               Not in my movie, they're not!

     SCENE IN THE SPACESHIP SET

     Bunny's make-up is now normal.  He wears an alien
     suit.  A HAMMY ALIEN enters and salutes with a bizarre
     crossing gesture.

                             BUNNY
               "What plan will we follow?"

                             HAMMY ALIEN
               "Plan Nine."

                             BUNNY
               "Plan Nine..."
                       (he consults his papers)
               "Ah yes.  Plan Nine deals with the
               resurrection of the dead."

     SCENE IN THE CEMETERY

     Tor staggers up to Paul Marco and CLOBBERS him.

     OFF-STAGE

     Ed smiles at the Baptists.

                             ED
               Maybe you guys were right.  "Plan
               Nine" is a good title.

     MINIATURE CITY SET

     Ed shoots the famous flying saucers.  Paul holds a paper plate
     and Conrad lights it on fire.

     The "saucer" soars on fishing line over a little miniature
     town.

     SCENE IN THE BEDROOM SET

     Dr. Tom glides in, his cape over his face.  A woman SCREAMS.

     COCKPIT SET

     Ed stands in front of a masonite board and two chairs.  An
     actor playing the AIRPLANE PILOT walks up.

                             PILOT
               Where's the cockpit set?

                             ED
               You're standing in it.
                       (he yells off)
               Alright, bring in the shower curtain!

     A shower curtain gets lowered into the doorway.

     EXT. DUSTY ROAD

     A car zooms by.  Kathy drives, as Ed shoots handheld out the
     back window.

     SCENE IN THE SPACESHIP SET

     Th Hammy Alien argues with the humans.

                             PILOT
               "So what if we develop this solarnite
               bomb?  We'd be even a stronger
               nation."

                             HAMMY ALIEN
               "Stronger?  You see!  You see!!  Your
               stupid minds!  Stupid!  STUPID!"

                             PILOT
               "That's all I'm taking from you."

     He WHACKS the alien.  A brawl breaks out.

     SCENE WITH CRISWELL

     Criswell lectures behind a desk, with mysterious lighting

                             CRISWELL
               "Perhaps on your way home, someone
               will pass you in the dark, and you
               will never know it.  For they will
               be from outer space."

     SCENE IN THE CEMETERY SET

     The famous shot: Tor and Vampira walk in a trance through
     foggy cemetery.

     Off-stage, Ed stands with the crew.  He shouts gleefully.

                             ED
               More fog!  More fog!!
                       (he beams)
               And CUT!  PRINT IT!  IT'S A WRAP!

     END MONTAGE.

                                                    CUT TO:

     EXT. CITY - NIGHT

     It's pouring rain.  Standing in the drench is Ed.  He's wearing
     a tux, and fighting with his open convertible top.  The
     Rambler is filled with water.

     Kathy stands under an awning.  She wears a pretty gown.

                             ED
               I can't get it to go up.

                             KATHY
               Ed, you're gonna miss your own
               premiere.

                             ED
                       (he gives up)
               C'mon!  Let's just go.

     Ed impulsively opens the car door.  Water pours out.  Kathy
     scurries out and jumps in the wet car with him.

     EXT. MOVIE THEATER - NIGHT

     The rain is gushing down.  The marquee proclaims "WORLD
     PREMIERE: PLAN 9 FROM OUTER SPACE!"

     People hurry in.  Ed and Kathy roar up in the open convertible,
     totally soaked.  He jumps out, opens her door, and they run
     inside.

     INT. THEATER - NIGHT

     The theater is packed.  All the gang, and their friends and
     families, are gathered.

     Criswell stands on-stage, speaking into a mike.

                             CRISWELL
               You are about to see en extraordinary
               motion picture.  But before it
               begins, I think we ought to give a
               hand to the man without whom we
               wouldn't be here tonight... Eddie,
               take a bow!

     The crowd ERUPTS in applause.  Everybody goes crazy -- even the
     Baptists.  People YELL "Speech! Speech!"

     Ed smiles proudly.  Kathy kisses him.  Ed runs down front, hugs
     Criswell, then takes the microphone.

                             ED
               Thanks a million.  I just wanna
               say... this film is for Bela.

     The lights dim.

                                                    DISSOLVE TO:

     MINUTES LATER

     The title "PLAN 9 FROM OUTER SPACE" is projected onto the
     screen.  As random IMAGES from the film play out, we drift over
     the happy faces of our friends watching.

     Paul and Conrad stare, enthralled.

     Tor laughs as he sees himself.

     Vampira giggles.  Bunny nudges her playfully.

     Criswell mouths his own lines.

     ON SCREEN

     Bela appears, in his little suit.  In the last footage he ever
     shot, he shuffles around in front of his house, then tenderly
     smells the flower.

     ON ED

     He watches, entranced.  Then he smiles to himself.

                             ED
               This is the one.  I know I'll be
               remembered for this film.

                                                    CUT TO:

     INT. THEATER LOBBY - LATER

     The BOISTEROUS crowd is in high spirits.  People congratulate
     Ed and pat him on the back.  "It was great!"  "It's your best
     one yet!"  "Bela would've loved it!"

     Ed drifts through the crowd, basking in the glory.  It's like a
     wonderful dream.

     EXT. THEATER - SAME TIME

     The rain comes down in sheets.  The doors burst open, and Ed
     and Kathy run out.

                             KATHY
               Ed, I'm so happy for you.

                             ED
               Let's get married.

                             KATHY
                       (startled)
               Huh?!

                             ED
               Right now.  Let's drive to Vegas!

                             KATHY
               But it's pouring.  And the car top
               is stuck!

                             ED
                       (he gives his killer grin)
               So?  It's only a five-hour drive.
               And it'll probably clear up, once we
               hit the desert.  Heck, it'll probably
               clear up once we drive around the
               corner.  I promise.

     Kathy stares in disbelief.  Then she smiles.  They kiss.

     Ed and Kathy jump into the open convertible.  The engine
     starts, and they drive away, disappearing into the pouring
     rain.

     A moment.

     And then, we move up, up, into the black clouds.  Lightning
     CRACKS across the sky.

                                                    OPTICAL:

     We slowly PULL OUT from the sky, move through a window... and
     we're back inside

     INT. HAUNTED MANSION PARLOR - NIGHT

     Criswell is sitting inside his coffin.  He stares at us.

                             CRISWELL
               My friend, you have just seen the
               story of Edward D. Wood, Junior.
               Stranger than fact... and yet every
               incident based on sworn testimony.
                       (his eyes gleam)
               A man.  A life.  Can you prove it
               didn't happen?

     A beat, to ponder this.  And then Criswell slowly lies back in
     his coffin, and the lid mysteriously closes over him.

                                                    FADE OUT.
      


                             THE ENDED WOOD


               by Scott Alexander & Larry Karaszewski




                      Directed by Tim Burton





                                                     FIRST DRAFT

                                                     November 20, 1992






     FADE IN:

     INT. HAUNTED MANSION PARLOR - NIGHT

     We move through a spooky shrouded parlor, as a storm rages
     outside.  THUNDER roars, and lightning flashes in the giant
     windows.  in the center of the room lies an oak coffin.

     Suddenly the lid starts to creak open. A hand crawls past
     the edge... and then the lid slams up!  Famed psychic CRISWELL
     pops out.  Criswell, 40, peers at us intently, his gleaming
     eyes framed under his striking pale blonde hair.  He intones,
     with absolute conviction:

                             CRISWELL
               Greetings, my friend.  You are
               interested in the unknown, the
               mysterious, the unexplainable...
               that is why you are here. So now,
               for the first time, we are bringing
               you the full story of what
               happened...
                       (extremely serious)
               We are giving you all the evidence,
               based only on the secret testimony
               of the miserable souls who survived
               this terrifying ordeal.  The
               incidents, the places, my friend, we
               cannot keep this a secret any longer.
               Can your hearts stand the shocking
               facts of the true story of Edward D.
               Wood, Junior??

     EXT. NIGHT SKY

     Lightning CRACKS.

     We drift down past the dark clouds... through the torrential
     rain... and end up...

                                                    OPTICAL:

     EXT. HOLLYWOOD - NIGHT

     We've landed in Hollywood, 1952.  We're outside a teeny, grungy
     playhouse.  The cracked marquee proclaims "'THE CASUAL
     COMPANY,' WRITTEN AND DIRECTED BY EDWARD D. WOOD, JR."

     Pacing nervously in the rain is ED WOOD, 30, our hero.
     Larger-than-life charismatic, confident, Errol Flynn-style
     handsome, Ed is a human magnet.  He's a classically flawed
     optimist: Sweet and well-intentioned, yet doomed by his demons
     within.

     The doors open, and Ed's pal JOHN "BUNNY" BRECKINRIDGE, 45,
     hurries out.  Bunny is a wealthy, theatrical fop wearing a
     string of pearls.

                         [PAGE 2 MISSING]

     Suddenly the rest of the cast runs up, frantically upset.  In a
     flowing white dress is DOLORES FULLER, 23, a sharp, hungry-
     for-a-career ingenue.  She's near tears.

                             DOLORES
               Eddie, my dove just flew out the
               window!

                             CREW MEMBER
               She goes on in two minutes! What
               are we gonna do??

     They all look to Ed, awaiting a response.  He thinks a second,
     then excitedly CLAPS his hands.

                             ED
               Dolores, give me your shoes.

                             DOLORES
               What?

                             ED
               The ghost can be barefoot.  Give
               me your shoes!

     She hands Ed her white shoes.  He snatches one, grabs a pair of
     scissors, and starts CUTTING up the shoe.  Everyone is baffled.
     He keeps cutting the shoe... and it slowly takes on the shape
     of a dove!

     Ed then grabs some pipe cleaners, works them into a shape, and
     sprints into the dressing room.  He takes some green eye shadow
     and excitedly smears it on the pipe cleaners.  Ed then hurries
     back out, jams the green pipe cleaners into the cut-up shoe...
     and it looks like a dove with an olive branch in its mouth!

     The cast is flabbergasted.

                             CREW MEMBER
               Wow.

     BACK ONSTAGE

     The soldiers suddenly look up.

                             ACTOR #1
               Hey, I think I see something!

     Dolores floats down onto the stage, holding out the dove.

                             DOLORES
               I offer you mortals the bird of
               peace, so that you may change your
               ways and end all this destruction.

                                                    CUT TO:

     INT. SCRUFFY COFFEE SHOP - LATER THAT NIGHT

     Ed and his gang celebrate opening night in a dirty 24-hour
     diner.  They're noisily slugging down drinks, in a big red
     booth.

                             ED
               What a show!  Everyone was terrific!
               Paul, your second-act monologue
               actually gave me chills,

     He grins at Actor #1, aka PAUL MARCO, a young eager beaver
     who's loyal like a dog.

                             PAUL MARCO
               Aw thanks, Eddie.

     Actor #2, aka CONRAD BROOKS, a friendly, simple-minded lug,
     runs up waving a newspaper.

                             CONRAD
               I got the early edition!  It was just
               dropped off at the newsstand.

                             ED
                       (he smiles at everyone)
               This is the big moment...!

     Ed opens the paper to the entertainment page.
      
     INSERT - THE NEWSPAPER.  Ed turns to a column, "The Theatrical
     Life, By Victor Crowley."  Under this is a photograph of an old
     man with an ascot.

     WIDE

     Everybody excitedly crowds around and starts reading.   A
     moment... and then their faces drop.  Clearly, this is a
     disastrous review.  Their faces get sadder, and sadder... and
     then they finish.  A melancholy beat, until --

                             BUNNY
               What does that old queen know?  He
               wasn't even there!
                       (he knocks back a drink)
               Sending a copy boy to do his dirty
               work.  Well fuck him!

                             DOLORES
               Do I really have a face like a horse?

                             PAUL MARCO
               What does "ostentatious" mean?

     Ed calmly waves his arms for attention.  He tries to smile.

                             ED
               Hey.  Hey, it's not that bad.  You
               just can't concentrate on the
               negative.  He's got some nice things
               to say...
                       (he scans the review)
               See, "The soldier costumes are very
               realistic."  That's positive!

     Everyone kind of stares at their drinks, depressed.  Ed
     launches into an upbeat speech.

                             ED
               Hell, I've seen a lot worse reviews.
               I've seen ones where they didn't even
               like the costumes!  Like, that last
               "Francis the Mule" picture -- it got
               terrible notices.  But it was a huge
               hit.

                             PAUL MARCO
               Lines around the block.

                             ED
               So don't take it too seriously.
               We're all doin' great work.

                             CONRAD
               You really think so?

                             ED
               Absolutely!  It's just the beginning.
               I promise this: If we stick together,
               one day I'll make every single one
               of you famous.

     He smiles at everyone at the table.  They all believe what he
     says, and there is a hushed moment of dream-filled hope.

                                                    CUT TO:

     INT. DOLORES' APARTMENT - LATE NIGHT

     Ed and Dolores lie in bed, in the dark.  He stares vulnerably
     at her.

                             ED
               Honey, what if I'm wrong?  What if
               I just don't have it?

                             DOLORES
               Ed, it was only one review.

                             ED
               Orson Welles was 26 when he made
               "Citizen Kane."  I'm already 30!

                             DOLORES
               Ed, you're still young.  This is the
               part of your life when you're
               supposed to be struggling.

                             ED
               I know... But sometimes I get scared
               this is as good as it's gonna get...

     Dolores kisses Ed affectionately.

                             DOLORES
               Things'll change for us.  Nobody
               stays on the fringe forever.

     She gets out of bed.  We see her tiny apartment is drab and
     crumbling.  Dolores turns on the shower, then walks to the
     closet.  She looks inside.

                             DOLORES
               God, where's my pink sweater?  I can
               never find my clothes anymore...

     ANGLE - ED

     He rolls over in bed, away from her.

                                                    CUT TO:

     INT. STUDIO WAREHOUSE - DAY

     CU on Ed reading "The Hollywood Reporter."  A RUDE BOSS in
     suspenders suddenly strides up.

                             RUDE BOSS
               Hey big shot, get off your ass.  They
               need a potted palm over in the Carl
               Laemmle Building.

                             ED
               Sure thing, Mr. Kravitz.

     Ed jumps up.  We WIDEN, revealing he's in a giant greenhouse,
     packed with rows of potted plants and shrubs.  Ed grabs a small
     palm tree and hurries out.

     EXT. MOVIE STUDIO - DAY

     Ed strolls across the busy movie lot, lugging the palm.  He
     passes a soundstage and notices the stage door open a crack.
     Ed glances around, then puts down the palm and hurries in.

     INT. SOUNDSTAGE ó SAME TIME

     A big-budget foreign legion movie is shooting, with a huge cast
     and crew. A giant desert set has been erected, with camels and
     real sand dunes. Ed is blown away.

                             ED
               Whoa, look at all this sand.  This
               is real sand!  My God, where'd they
               get all this sand?!

     A SECURITY GUARD sees him.

                             SECURITY GUARD
               Hey, YOU.  This is a closed set.

     Ed is caught.  He hurries out.

     EXT. MOVIE STUDIO ó DAY

     Ed continues across the lot, carrying his palm tree.  An OLD
     CRUSTY MAN sticks his head out an office window.

                             OLD CRUSTY MAN
               Hey, Eddie!  Come in here.  I got
               some great new stuff to show you.

     Ed puts down the plant again and runs in.

     INT. EDITING ROOMS ó DAY

     The old guy is proudly showing Ed STOCK FOOTAGE on a moviola.
     The footage is totally random: Giant explosions, buffalos
     stampeding, tanks, an octopus swimming, etc.

     Ed is dazzled.

                             ED
               This is fantastic!  What are you
               gonna do with it all?

                              OLD CRUSTY MAN
               Eh, probably file it away and never
               see it again.

                              ED
               It's such a waste.  If I had half a
               chance, I could make an entire movie
               out of this stock footage!
                       (getting inspired)
               See, the story opens with these
               mysterious explosions.  Nobody knows
               what's causing them, but it's
               upsetting all the buffalo.  So the
               military is called in to solve the
               mystery.

                             OLD CRUSTY MAN
               Ya forgot the octopus.

                             ED
               No, I'm saving that for the big
               underwater climax!

     The old guy cackles.

     EXT. MOVIE STUDIO - DAY

     Ed finally carries the tree into the Laemmle Building.

     INT. STUDIO OFFICES - SAME TIME

     Young SECRETARIES in June Cleaver hairdos are giggling.

                             SECRETARY #1
               They say he was a girl trapped in a
               man's body.

                             SECRETARY #2
               I'll bet it hurt when they snipped
               his thing off.

     EEWWW!  All the girls shriek in horror.  Ed walks in and puts
     down his plant.

                             ED
               What are you ladies gabbin' about?

                             SECRETARY #1
               You know that Christine Jorgensen
               freak?  He/she/it's in "Variety."
               Some producer is making a biopic.

                             ED
                       (startled)
               R-really?  I didn't see the story.

                             SECRETARY #1
               Ah, it was buried in the back.  The
               guy's a real smallótime operator.

     She holds up her "Variety."  Ed hurriedly takes it.

                                                    CUT TO:

     INSERT - VARIETY

     The story headline says "BOYóTOóCHICK FLICK TO CLICK."  We PULL
     OUT, revealing we're now in

     INT. ED'S APARTMENT - DAY

     Ed holds the newspaper while he paces around his apartment.
     The place has threadbare carpet, faded wallpaper, and an
     electric burner for a kitchen.  A handful of mangy DOGS run
     around. Tacked-up are movie posters for "DRACULA," "FREAKS,"
     and "THE MAGNIFICENT AMBERSONS."

     Dolores talks on the phone, while Ed silently coaches her.

                             DOLORES (on phone)
               Yes, I've got Mr. Edward Wood on the
               line.  Could you please hold?

     Ed gives her a thumbs up -- perfect!  He confidently takes the
     phone.

                             ED (on phone)   
               Hello, Mr. Weiss?  I heard about your
               new project and was curious if you
               signed a director.  Oh -- you
               haven't?  Well, if we could get
               together, I could explain why I'm
               more qualified to direct this than
               anyone else in town. 
                       (beat)   
               Uh, I'd rather not go into it over
               the phone...  Alright.  Great!  l'll
               see you then!    

     Ed hangs up and YELPS excitedly.  He kisses Dolores.  She pulls
     away.

                             DOLORES
               Eddie, I don't understand.  Why are
               you the most qualified director for
               the Christine Jorgensen Story?

                             ED
                       (nervous, he lies)
               Aw, er, it's just a bunch of hot air.
               I had to say something to get in the
               door.

                                                    CUT TO:

     INT. LOW-RENT HALLWAY - DAY

     Ed walks jauntily along, wearing a snappy suit.  He reaches a
     door that says "SCREEN CLASSICS ó George Weiss, President." Ed
     fixes his hair, checks his clothes, then enters.

     INT. SCREEN CLASSICS ó SAME TIME

     It's a crowded root, piled with paperwork and files.  Film cans
     are stacked everywhere, and framed oneósheets for "TEST TUBE
     BABIES," "BLONDE PICKUP" and "GIRL GANG" litter the cracked
     walls.  Sitting behind the messy desk is GEORGIE WEISS, 60, a
     rug merchant turned exploitation film producer.  He juggles a
     large sandwich and angrily barks into the phone.

                             GEORGIE (on phone)
               Look, when I said you could have the
               western territories, I didn't mean
               all eleven states!  I meant
               California, Oregon, and uh, what's
               that one above it... Washington.  Oh
               really?!  Well screw you!

     Georgie slams down the phone.  He smiles warmly at Ed.

                             GEORGIE
               Can I help you?

                             ED
               Yes, I'm Ed Wood.  I'm here about
               directing the Christine Jorgensen
               picture.

                             GEORGIE
               Yeah, well a couple of things have
               changed.  It ain't gonna be the
               Christine Jorgensen story no more.
               Goddamn "Variety" printed the story
               before I had the rights, and now that
               bitch is asking for the sky.

                             ED
                       (disappointed)
               So you're not gonna make the movie?

                             GEORGIE
               No, of COURSE I'm gonna make the
               movie!  I've already preósold Alabama
               and Oklahoma.  Those repressed Okies
               really go for that twisted pervert
               stuff.  So we'll just make it without
               that she-male.  We'll fictitionalize
               it.

     Georgie bites into his sandwich.  Ed is dazed.

                             ED
               Is there a script?

                             GEORGIE
               Fuck no!  But there's a poster.

     Georgie pulls out artwork of a hermaphrodite: Man on the left
     side, woman on the right.  The lettering screams, "I CHANGED MY
     SEX!"

                             GEORGIE
               It opens in nine weeks in Tulsa.

                             ED
                       (mustering up his courage)
               Well, Mr. Weiss, I'm your guy.  I
               work fast, and I'm a deal: I write
               AND direct.  And I'm good.  I just
               did a play in Hollywood, and Victor
               Crowley praised its realism.

                             GEORGIE
               Hmm.  There's five-hundred guys in
               town who can tell me the same thing.
               You said on the phone you had some
               kind of "special qualifications."

     Ed takes a measured piuse.  This is his big revelation.

                             ED
               Well, Mr. Weiss, I've never told
               anyone what I'm about to tell you...
               but I really want this job.
                       (he gulps)
               I like to dress in women's clothing.

                             GEORGIE
               Are you a fruit?

                             ED
               No, no, not at all!  I love women.
               Wearing their clothes makes me feel
               closer to them.

                             GEORGIE
               So you're not a fruit?

                             ED
               Nah, I'm all man.  I even fought in
               WW2.
                       (beat)
               'Course, I was wearing ladies'
               undergarments under my uniform.

                             GEORGIE
               You gotta be kiddin' me.

                             ED
               Confidentially, I even paratrooped
               wearing a brassiere and panties.
               I'll tell ya, I wasn't scared of
               being killed, but I was terrified of
               getting wounded, and having the
               medics discover my secret.

     Georgie sits back.  It's a hell of a story.

                             GEORGIE
               And this is why you think you're the
               most qualified to make my movie?

                             ED
               Yeah.  I know what it's like to live
               with a secret, and worry about what
               people are gonna think of you... My
               girlfriend still doesn't know why her
               sweaters are always stretched out.

     Georgie shrugs.

                             GEORGIE
               Ed, you seem like a nice kid, but
               look around you...
                       (he gestures at the posters)
               I don't hire directors with burning
               desires to tell their stories. I
               make movies like "Chained Girls."
               I need someone with experience who
               can shoot a film in four days that'll
               make me a profit.
                       (beat)
               I'm sorry.  That's all that matters.

                                                    CUT TO:

     INT. BAR ó DAY

     Ed sits morosely in a scuzzy bar, three empty shot glasses in
     front of him.  A BARTENDER ambles over.

                             BARTENDER
               Are you gonna get something else?

     Ed glumly empties his pocket.  All he has is change.  Ed sighs,
     and staggers out.

     EXT. HOLLYWOOD BOULEVARD - DAY

     Ed shuffles down the street, his head hanging low.  A
     restaurant door opens, and an EISENHOWER ERA NUCLEAR FAMILY
     exits.  Whitebread Dad, Mom, Son, and Daughter stride out in
     their starched clean clothes.

     They march obliviously past Ed.  He watches them go, then
     continues.  Ed reaches a building, "HOLLYWOOD MORTUARY," and
     glances in the window.  A pause, then he does a doubletake.

     THROUGH THE WINDOW

     The showroom is filled with sample coffins.  Lying inside one
     is BELA LUGOSI.

     ANGLE - ED

     He is flabbergasted.

     INT. HOLLYWOOD MORTUARY - SAME TIME

     Lugosi slowly sits up inside the coffin.  Bela is an aged 70-
     year-old man, once a great star, now a faded memory trying to
     hang on to his nobility.  Quite frail and tired, he is still a
     master of the grand gesture.

     An UNCTUOUS SALESMAN steps up.  Bela speaks, in a thick
     Hungarian ACCENT which gives him an Old World elegance.

                             BELA
               Too constrictive.  This is the most
               uncomfortable coffin I have ever been
               in.

                             SALESMAN
               Gee, Mr. Lugosi, I've never had any
               complaints before.

                             BELA
               The selection is quite shoddy.  You
               are wasting my time.

     Mildly annoyed, Bela climbs out. He straightens his cloak and
     walks to the exit -- where be bumps into nervous Ed.

                             ED
               Excuse me, Mr. Lugosi??

                             BELA
                       (irritated)
               I told you, I don't want any of your
               goddamn coffins.

                             ED
               No.  I don't work here.

                             BELA
               Huh?

     Bela peers at Ed, then glances confusedly over his shoulder at
     the salesman.  Oh.  Bela looks back at anxious Ed.

                             BELA
               Who are you?  What do you want?

                             ED
               I don't want anything.  I'm just a
               really big, big fan.  I've seen all
               your movies.

                             BELA
               Ha!

     Bela strides out.

     EXT. HOLLYWOOD BOULEVARD - SAME TIME

     Bela hurries along.  Ed chases after him.

                             ED
               Why were you buying a coffin?

                             BELA
               Because I'm planning on dying soon.

                             ED
                       (concerned)
               Really?

                             BELA
               Yes.  I'm embarking on another bus-
               andótruck tour of "Dracula." Twelve
               cities in ten days, if that's
               conceivable.

     Bela pulls out a large smelly cigar and lights it.

                             ED
               You know, I saw you perform
               "Dracula."  In Poughkeepsie, in 1938.

                             BELA
               Eh, that was a terrible production.
               Renfield was a drunk!

                             ED
               I thought it was great.  You were
               much scarier in real life than you
               were in the movie.

                             BELA
               Thank you.

                             ED
               I waited to get your autograph, but
               you never came outside.

                             BELA
               I apologize.  When I play Dracula,
               I put myself into a trance.  It takes
               me much time to re-emerge.

     A CITY BUS approaches.

                             BELA
               Oh, there's my bus.
                       (he checks his pockets)
               Shit, where's my transfer?!

                             ED
               Don't you bave a car?

                             BELA
               I refuse to drive in this country.
               Too many madmen.

     The bus pulls up, and the doors open.  Ed is worried he's about
     to lose his new friend.  He gets an idea...

                                                    CUT TO:

     INT. 1948 NASH RAMBLER - DAY

     Ed drives anxiously.  Bela sits next to him, filling the car
     with smoke from his big cigar.

                             ED
               Boy, Mr. Lugosi, you must lead such
               an exciting life.  When is your next
               picture coming out?

                             BELA
               I have no next picture.

                             ED
               Ah, you gotta be jokin'!  A great man
               like you... I'll bet you have dozens
               of 'em lined up.

                             BELA
               Back in the old days, yes.  But now
               -- no one give two fucks for Bela.

     Bela puffs on his oversized cigar.

                             ED
               But you're a big star!

                             BELA
               No more.  I haven't worked in four
               years.  This town, it chews you up,
               then spits you out.  I'm just an
               ex-bogeyman.
                       (he points)
               Make a right.

     EXT. BELA'S NEIGHBORHOOD - DAY

     Ed drives past pumping oil wells and into a seedy neighborhood.
     They reach a tiny, well-manicured house.  Ed and Bela get out.

                             BELA
                       (bitter)
               They don't want the classic horror
               films anymore.  Today, it's all giant
               bugs, giant spiders, giant
               grasshoppers -- who would believe
               such nonsense!

                             ED
               The old ones were much spookier.
               They had castles, full moons...

                             BELA
               They were mythic.  They had a poetry
               to them.
                       (he lowers his voice)
               And you know what else?  The women
               prefer the traditional monsters.

                             ED
               The women?

                             BELA
               The pure horror, it both repels and
               attracts them.  Because in their
               collective unconsciousness, they have
               the agony of childbirth.  The blood.
               The blood is horror.

                             ED
               I never thought of that.

                             BELA
               Take my word for it.  You want to
               "score" with a young lady, you take
               her to see "Dracula."

     Bela's eyes twinkle.  He reaches his front door and unlocks it.
     INSIDE... it's awful.  Squalid, dark, with skulls and strange
     voodoo objects scattered about.  Up front hangs a large
     photograph of shockingly young Bela, handsome and regal.

     Ed is stunned by this dismal place, but doesn't say anything.
     Within, DOGS start BARKING crazily.

                             BELA
               Ugh, what a mess.
                       (beat)
               My wife of twenty years left me last
               month.  I'm not much of a
               housekeeper.

     The dogs BARK louder.

                             BELA
               Shh!  I'm coming!  I will feed you!

                             ED
               Well... I guess I should go.  Perhaps
               we could get together again?

                             BELA
                       (he shakes his hand)
               Certainly.  But now the children
               of the night are calling me.

     Bela smiles and steps inside.  The door closes.

                                                    CUT TO:

     INT. DOLORES'S APARTMRNT - DAY

     Dolores is in her 1950's kitchenette, making a green jello
     mold.  Ed bursts in, euphoric.

                             ED
               Sweetie, you won't believe it!  I've
               got the most incredible news!

                             DOLORES
                       (excited)
               You got the job?!!

                             ED
               Huh?!
                       (confused)
               Oh, uh, no, I didn't get the job.
               But something better happened!

                             DOLORES
               Better than not getting a job?

                             ED
               Yeah!  I met a movie star!  Somebody
               really big!

                             DOLORES
               Who?  Robert Taylor?!

                             ED
                       (annoyed)
               No!  A horror movie star!

                             DOLORES
               Boris Karloff!?

                             ED
               Close!  The other one!

                             DOLORES
               You met Basil Rathbone!

                             ED
               Oh, the hell with you.  I met BELA
               LUGOSI!

                             DOLORES
               I thought he was dead.

     Ed's eyes pop.

                             ED
               No!  He's very alive.  Well... sort
               of.  He's old, and frail -- but he's
               still Bela Lugosi!  And he's really
               nice.

                             DOLORES
               Boy, I can't even remember the last
               time he was in a picture.

                             ED
               It's a shame.  He's such a rest
               actor, and nobody uses him anymore.

                             DOLORES
               So did you get his autograph?

     Ed calms down.  He smiles beatifically.

                             ED
               No.  It wasn't like that at all.  It
               was just the two of us, and we were
               talkin'... and he treated me like --
               a friend...

                                                    CUT TO:

     INT. STUDIO WAREHOUSE - DAY

     Ed is back in the plant department, arguing with his boss.

                             RUDE BOSS
               He's a bum.

                             ED
               No he's not!  Do you realize how much
               money he made for this studio over
               the years?  "Dracula"!  "The Raven"!
               "The Black Cat"!

                             RUDE BOSS
               Yeah?  Well now he's a junkie.  He
               don't deserve to work.

                             ED
               That's not true --

                             RUDE BOSS
               He's so great, you hire him.

                             ED
                       (defensive)
               Well, uh, if I could I would...

     The guy takes a mocking face and struts out.  Ed glares.

                                                    CUT TO:

     EXT. BELA'S ROUSE - NIGHT

     It's Halloween night.  CHILDREN in trick-or-treating costumes
     parade up and down the streets.  Through Bela's window, we see
     him and Ed watching TELEVISION -- a small fuzzy screen in a
     huge console.

     INT. BELA'S HOUSE - SAME TIME

     ON THE TV, one of Bela's old '30s horror films plays.  Bela's
     evil character is hypnotizing somebody: His eyes stare the
     famous stare, then his hand does the famous hypnotic gesture.

     ON ED AND BELA

     They are entranced.  The men drink beers in silence.  Bela's
     TWO DOGS lie at his feet.

     ON THE TV

     The old movie suddenly stops, and VAMPIRA appears on the TV
     screen. Vampira, 25, is the sexy "Creature Feature" hostess,
     a pale ghoul slipped into a tight black dress.

     She leers in front of a corny fog-shrouded set.  There is a
     pumpkin, a broomstick, and a sign reading "Happy Halloween."

                             VAMPIRA (on TV)
               Ooo!  Those eyes!  He gives me the
               willies!  The only thing scarier than
               him is this guy I dated last week:
               Charlie from Pittsburgh.  Boy, talk
               about the living dead...

     ON THE MEN

     Ed is disgruntled.

                             ED
               Ugh!  I hate the way she interrupts
               the pictures.  She doesn't show 'em
               the proper respect.

                             BELA
                       (glued to the TV)
               I think she's a honey.  Look at those
               jugs.

     Ed LAUGHS.  Bela waves his arm and starts doing his hypnotic
     hand gesture at the TV.

                             BELA
               Vampira!  You will come under my
               spell!  You will be my slave of love.

                             ED
                       (fascinated by Bela's hand)
               Hey Bela, how do you do that?

                             BELA
               You must be double-jointed, and you
               must be Hungarian.
                       (back at the TV)
               Vampira, look at me!  Stare into my
               eyes.

     Ed joins Bela in this activity.  The two of them wave their
     arms spookily at the TV.

     Bela becomes fatigued.

                             BELA
               I am getting tired.  I need to take
               my medicine.

                             ED
               Do you want me to get it for you?

                             BELA
               No thank you, Eddie.  I'll be
               alright.

     Bela smiles.  He gets up, shuffles across the room, and steps
     behind a curtain.  Ed is puzzled.  Bela's thin arm appears and
     draws the curtain tight.  We hear mysterious CLANGING, drawers
     opening and closing, and then silence.

     Ed sits, waiting.

     Behind the curtain, something DROPS.  We hear a muffled "Shit!"

     Ed is getting worried.  But then the curtain whips open, and
     Bela bounds out, grinning.  He's a bundle of energy.

                             BELA
               I feel better now.

     AT THE DOOR

     The doorbell RINGS.  Kids SHOUT "Trick or treat!"  Bela jumps
     up gleefully.

                             BELA
               Children!  I love children.

     Bela puts on his famous cape, then gets a pair of fangs and
     sticks them in his mouth.

     OUTSIDE

     Little kids in Lone Ranger and Howdy Doody costumes giggle
     expectantly.

     Suddenly the door flies open, and standing there is Count
     Dracula!  The real Count Dracula.  YEOWWWW!!!  The kids SCREAM
     and run.

     Bela chuckles.  Every kid is gone... except one TOUGH BOY.

                             BELA
               Aren't you scared, little boy?  I'm
               going to drink your blood!

                             TOUGH BOY
               Ehh, you're not a real vampire.
               You can't turn into a bat, and
               those teeth don't frighten me.

     Suddenly Ed lurches out, menacingly.

                             ED
               Well how about these teeth?!!

     Ed RIPS HIS TEETH out of his head and thrusts them at the
     kid.  The boy SCREAMS in terror and races away.

     Bela is wowed.

                             BELA
               Hey, how'd you do that?

     Ed smiles impishly, then sticks the teeth back in his mouth.

                             ED
               Dentures.  I lost my pearlies in
               the war.

                                                    CUT TO:

     EXT. STREET - LATER THAT NIGHT

     Ed and Bela run toward us, Bela's cape flapping in the wind.
     Ed takes a swig from Bela's flask.  They're a bit tipsy.

                             ED
               Are you sure this is okay?

                             BELA
               Don't worry.  I do it every
               Halloween.

     EXT. CEMETERY - NIGHT

     The moonlight shines down on a rickety old cemetery.  The wind
     blows hauntingly, and tombstones gleam in the blackness.

     Ed and Bela reach the locked gates.  They glance at each other,
     then start to climb over.  Ed helps Bela.  They jump down, and
     Ed peers nervously.

                             ED
               Now what?

     Bela looks like a child on Christmas morning.  He takes another
     swig, then starts running giddily.

     He disappears into the cemetery.

                             BELA
               I am DRACULA!

     Bela darts happily through the graves.

     His cape flies behind him.

                             BELA
               I am the BAT!!

     Ed's eyes light up.  He starts chasing after Bela.

     Bela's heart is racing.  He zig-zags past ancient crypts.
     Gargoyles peer down.  The wind howls through the skeletal
     trees, silhouetted against the cloudy sky.

     Ed runs through the shadows, trying to catch up.

     Bela flaps his cape up and down.  We almost think he's going to
     fly.

     Ed races up, then quietly stops.  He eagerly watches Bela,
     practically expecting him to turn into a bat.  It's a magical,
     crazed moment.

                             BELA
               I am DRACUlA!  I will LIVE FOREVER!!!

     Bela laughs, then lies down on the grass.

     WIDE

     Ed slowly walks over and lies next to Bela.  They're happy,
     eyes alert, on top of the world.

     Ed peers in wonder at his new friend.

                                                    CUT TO:

     INT. SCREEN CLASSICS OFFICE - DAY

     Ed sits across from Georgie.  Ed's very excited.

                             GEORGIE
               So what's the big news you couldn't
               tell me over the phone... again?

     Ed gulps excitedly.  He has a spiel all planned out.

                             ED
               Mr. Weiss, I was thinkin' about what
               you said, about how all your movies
               have to make a profit.  And I
               realized, what's the one thing, that
               if you put in a movie, it'll be
               successful??

                             GEORGIE
                       (he thinks)
               Tits.

                             ED
               No.  Better than tits -- a star!

     Georgie shakes his head.

                             GEORGIE
               Eddie, you must have me confused with
               David Selznick.  I don't make major
               motion pictures.  I make crap.

                             ED
               Yeah, but if you took that crap and
               put a star in it, you'd have something!

                             GEORGIE
               Yeah.  Crap with a star.

                             ED
                       (impassioned)
               No!  It would be something better!
               Something impressive.  The biggest
               moneymaker you've ever had!

                             GEORGIE
               Fine, maybe you're right.  But it
               doesn't friggin' matter.  I can't
               afford a star, so I don't even know
               what we're talking about.

     Ed grins.

                             ED
               What if I told you you could have a
               star for $1000??

                             GEORGIE
                       (skeptical)
               Who?

     Ed opens his valise and whips out an 8x10 GLOSSY OF BELA.

                             GEORGIE
               Lugosi?

                             ED
               Yeah!  Lugosi!

                             GEORGIE
               Isn't he dead?

                             ED
                       (annoyed)
               No, he's not dead!  He lives in
               Baldwin Hills.  I met him recently,
               and he wants to be in our picture.

                             GEORGIE
               OUR picture?

                             ED
                       (sheepishly)
               Uh, yeah.  Our picture.

     Georgie mulls this over.  He's interested.

                             GEORGIE
               Why would Lugosi want to be in a
               sex-change flick?

                             ED
               Because he's my friend.

     Georgie stares carefully at Ed, then finally smiles.

                             GEORGIE
               Alright, fine!  You can direct it.
               I want a script in three days, and
               we start shooting a week from Monday.

     ANGLE - ED

     He leaps up euphorically.  He eagerly pumps Georgie's hand.

                             ED
               Thank you!  Bless you, Mr. Weiss!
               I promise I won't let you down!

                                                    CUT TO:

     INT. ED'S APARTMENT - DAY

     CU on a ROYAL TYPEWRITER.  Ed's hands whirl across the portable
     typewriter, frantically feeding in pages as fast as be can
     type.  We PULL OUT.

     Ed sits on the bed, typing.  He's a blur of activity, juggling
     a cigarette, coffee, and a telephone, while he writes.

                             ED (on phone)
               But Bunny, you're perfect for this
               job!  You're so good at organizing.

     His adrenalin is pumping.  Ed pours some booze into his coffee.

                             ED
               You know these people.  I need all
               the transsexuals and transvestites
               you can get.
                       (he sucks on his cigarette)
               No, I don't care if they're not
               actors.  I want realism.  I want this
               film to tell the truth!  I've waited
               my whole life for this shot, and I'm
               not gonna blow it.

     There's a KNOCK at the door.  Ed carries the phone on a long
     cord and answers it.  Bela hurries in, smiling broadly.

                             BELA
               Eddie, you got a new movie for me?!

                             ED
               Yeah, it's gonna be a great picture!
               You'll love your character!
                       (back into the phone)
               Bunny, Bela's here.  Look, hit the
               bars, work some parties, and get me
               transvestites!  I need transvestites!

     Ed hangs up and resumes typing.  Bela is puzzled.

                             BELA
               Eddie, what kind of movie is this?

                             ED
               Well, It's about how people have two
               personalities.  The side they show
               to the world, and then the secret
               person they hide inside.

                             BELA
                       (delighted)
               Oh, like Jekyll and Hyde!  Ah, I've
               always wanted to play Jekyll and
               Hyde!  I'm looking forward to this
               production.

     Ed stops typing.  He pours Bela a drink.

                             ED
               Ehh, your part's a little different.
               You're like the God that looks down
               on all the characters, and oversees
               everything.

                             BELA
               I don't understand.

                             ED
               Well... you control everyone's fate.
               You're like the puppetmaster.

                             BELA
                       (getting it)
               Ah, so I pull the strings!

                             ED
               Yeah.  You pull the strings --
                       (he suddenly gets a look)
               "Pull the strings"... hey, that's
               pretty good!

     Ed quickly starts typing again.

                                                    CUT TO:

     INT. ED'S APARTMENT - NIGHT
   
     Ed and Dolores sit at a card table, finishing up dinner.  The
     dogs eat scraps below them.
   
                             ED
               Wipe off your hands.  I've got a
               little surprise for you...
                       (he smiles nervously)
               I finished my script.
   
     Ed anxiously pulls out a pile of pages.  Dolores looks in awe
     at the cover: "'GLEN OR GLENDA' By Edward D. Wood, Jr""

                             DOLORES
               Ed, I'm so proud!  I'll read it as
               soon as I get home.
   
                             ED
                       (apprehensive)
               Well, I'd really like to know what
               you think.  Why don't you go in the
               bedroom and take a look at it?  I'll
               Wait...

     There's an uneasy moment between them.  She senses something
     funny.  Dolores takes the script and goes into the bedroom.
     The door closes.  Ed starts pacing...
   
                                                    DISSOLVE TO:
     INT. BEDROOM - LATER
   
     Dolores reads the script.  She finishes the last page, then
     looks up.  She is very shaken.
   
     Dolores stands.  She grabs the door and opens it.

     THROUGH THE DOORWAY
   
     Ed stands somberly in drag.  He's in a pantsuit, heels, and
     pink angora sweater.
   
     Dolores is totally rattled.  She struggles for a response.
   
                             DOLORES
               So that's where my sweater's been.
   
     Ed silently nods.
   
                             DOLORES
               How long have you been doing this?

                             ED
               Since I was a kid.  My mom wanted a
               girl, so she used to dress me in
               girlie clothing.  It just kinda
               became a habit.

                             DOLORES
               Jesus Christ!  And you never told me?

                             ED
               This is my way of telling you --

                             DOLORES
                       (furious)
               What, by putting it in a fuckin'
               script, for everyone to see?!  What
               kind of sick mind would operate like
               that?

     Ed is terribly hurt.  Dolores shakes tht script.

                             DOLORES
               And what about this so-called
               "Barbara" character?  It's obviously
               ME!  I'm so embarrassed!  This is our
               life!

                             ED
                       (quiet)
               Of course it is.  And that's why you
               should play the part.

                             DOLORES
               Oh!  You got nerve, buddy.
   
     He calmly points at the script.
   
                             ED
               It's a damn good role.

                             DOLORES
               That's not the issue!!
                       (she suddenly stops)
               Ugh!  How can you act so casual, when
               you're dressed like that?!
   
                             ED
               It takes me comfortable.
   
                             DOLORES
               Oh, just like in the script!

     Ed smiles serenely.

                             ED
               Exactly.
                       (he takes her hand)
               So what do ya say?  Do you wanna
               break up... or do you wanna do the
               movie with me?

     Dolores sighs.

                                                  CUT TO:

     INT. SCREEN CLASSICS - DAY

     The hallway is filled with eager TRANSVESTITES.  It's a very
     festive atmosphere, and Bunny tries to create some order.

     Inside the busy office, Paul types, and Conrad cranks a
     mimeograph machine.

                             CONRAD
               It's good to have a job.  Now I can
               get my phone reconnected.

     In a corner, Georgie angrily waves the script at Ed.

                             GEORGIE
               I thought this was gonna be a sex-
               change film!

                             ED
                       (defensive)
               There's still a sex-change --

                             GEORGIE
               Yeah!  Five pages right before it
               ends!  The rest of the show is about
               some schmuck who likes angora
               sweaters.

                             ED
               I don't think he's a schmuck.

                             GEORGIE
               And what's with this new title?!  My
               poster says "I CHANGED MY SEX"!

                             ED
               So change the poster.  Trust me,
               you'll be better off.  This is a
               story that's gonna grab people.
                       (he goes into a pitch)
               It's about this guy.  He's crazy
               about this girl but he likes to
               wear dresses.  Should he tell her?
               Should he not tell her?  He's torn.
               George, this is DRAMA.

     Georgie throws up his hands

                             GEORGIE
               Fine, shoot whatever baloney you
               want!  I give up.  Just make sure
               it's seven reels long.

                                                    CUT TO:

     EXT. STREET - EARLY MORNING

     We are on location for Ed's first film!  A SMALL CREW of a
     dozen unpacks the camera and reflectors from their cars.  Ed's
     voice rises above the hubbub.

                             ED (O.S.)
               Excuse me, could I have everyone's
               attention?!  Could you gather around?
               I've got something to say.

     The crew members put down their things and gather in a circle.
     In the middle, we reveal Ed, in complete drag.  Dress, nylons,
     pumps, lovely blonde wig... he's quite a sight.  Like an eager
     Scoutmaster, he addresses his troops.

                             ED
               Everybody, we're about to embark on
               quite a journey.  Four days of hard
               work... but when it's over, we'll
               have a picture that'll entertain,
               enlighten, and maybe even move
               millions of people.

     A COUPLE GRIPS glance at each other.

                             ED
               Now the only way we're gonna achieve
               all this is if we stay on schedule.
               Day one -- TODAY -- we'll start easy.
               We have eighteen silent scenes that
               can be shot quickly: Cars parking,
               Patrick's suicide, me strolling as
               a man, me strolling as a woman, etc.
                       (beat)
               After lunch, we'll bring in the
               Inspector and the Doctor.  The Doctor
               is very important to the plot, so we
               might have to spend time on retakes.
               But it's worth it.  Scene totals for
               the first day is thirty-four.
                       (he catches a breath)
               Day Two, we'll be a little busier --

     Veteran CAMERAMAN BILL, an old guy with thick glasses, speaks.

                             CAMERAMAN BILL
               Excuse me Eddie, I don't mean to
               interrupt... but I'm gettin' a little
               worried about those clouds.

     He points up.  Everybody looks at the sky.  The clouds are
     gray.

     Ed nods in agreement.

                             ED
               Good thinkin'.  We'll talk about Days
               Three and Four later.  Now let's get
               that first shot off!  It's Scene 17,
               Glenda looking in the window.

     THE CREW

     disperses.  Ed quickly runs in his heels over to the burly
     make-up man, HARRY.

                             ED
               Okay, do I need any touch-up?

                             MAKE-UP MAN HARRY
               I'm telling ya, eyelashes are the way
               to go.

                             ED
                       (irritated)
               Harry, we've discussed this a million
               times.  I don't want to look like a
               girl.  I want to look like myself.

                             MAKE-UP MAN MARRY
                       (disgruntled)
               Fine.  Then you look beautiful.

     Harry humorlessly powders Ed's nose.  Ed turns away and
     suddenly SHOUTS into a giant megaphone.

                             ED
               PLACES, EVERYONE!  ROLL CAMERA!

                             CAMERAMAN BILL
                       (nonchalant)
               Rolling.

     WIDE

     Ed chucks the megaphone and runs crazily past the camera and
     behind a building.

                             ED'S VOICE
               And -- ACTION!

     A pause, and then Ed, in character as Glenda, calm and
     dignified, steps out and walks down the sidewalk.

     Ed stops at a store window.  He's totally in shadow.

     A grip grimaces.  He TURNS ON a light

     Ed lights up.  He looks in the window, admires a dress on
     display, then silently walks out of frame.

     A beat.  Ed SCREAMS.

                             ED
               And, CUT!  PRINT IT!  LET'S MOVE ON!

                             CAMERAMAN BILL
               Don't you want a second take, for
               protection?

                             ED
                       (exhilarated)
               What's to protect?  It was perfect!

     Suddenly a police car turns the corner.

                             CREW MEMBER
               Cops!

                             ED
               We don't have a permit.  RUN!

     Everyone grabs equipment and takes off.

                                                    WIPE TO:

     INT. LARCHMONT STUDIOS - DAY

     The company is now shooting inside a dinky soundstage.  There
     are dirty mattresses tacked on the walls.  They prep Bela's
     set: A fishnet-draped armchair in front of a flat.  Ed is
     perched high in his director's chair, back in men's clothes.

                             ED
               The set doesn't look right!  It looks
               too... empty.  Clutter it up.  Put
               a skeleton in the corner.  And what's
               that thing over there?

                             PAUL MARCO
               I don't know.

                             ED
               Well it looks good.  Let's use it!

     Georgie hurriedly strides over.  He holds the script.

                             GEORGIE
               Ed!  What's with these revised
               pages?!  A scene in a smelting
               factory?  A buffalo stampede??
               Three-hundred soldiers storming Anzio
               Beach??!  What's going on here?  I
               can't afford to film this nonsense!

                             ED
               Don't worry.  We're not gonna film
               any of it.

                             GEORGIE
               Then how's it gonna get in the
               picture?!

                             ED
               I know a guy in Universal's stock
               house -- he's giving me the footage
               for free.  This movie's gonna look
               like a million bucks.

     Georgie nods.  Oh, okay.

                             O.S. VOICE
               Mr. Lugosi has arrived!

     Ed jumps excitedly.

                             ED
               Oh my God!
                       (he YELLS)
               Mr. Lugosi is here!  Now everyone,
               when he walks on the stage
                       (nobody is listening; so Ed uses
                        his MEGAPHONE)
               Now everyone, when he walks on the
               stage, treat him normal.  I know Bela
               Lugosi is a world-famous star, and
               you're all a little excited, but
               we're professionals.  So if you treat
               him with respect, everything will be
               alright.

     AT THE STAGE DOOR

     The door swings open, and Bela strides in, looking dapper.  He
     glances at the teensy stage, and his face falls imperceptibly.

     Ed runs up, bounding with enthusiasm.

                             ED
               Bela! It's so great to see you!
                       (he glances at his watch)
               And eight o'clock on the dot.  Right
               on time!

                             BELA
               I am always on time.

                             ED
               Of course!  Well, we got a big day
               planned for you... First, we're gonna
               start off a little easy, with you in
               that armchair over there.  Then, once
               you're up to speed and cooking, we'll
               reset and bring out the laboratory
               equipment --

                             BELA
                       (he leans in and WHISPERS)
               Uh, Eddie, do you have my money?

                             ED
               Huh?!  Oh yeah, of course.

     Ed and Bela step over to a corner.

     ACROSS THE ROOM

     From a distance, Ed pulls a wad of money from his pocket and
     peels off a few bills for Bela.  The crew watches, fascinated.

                                                    WIPE TO:

     LATER

     Bela is seated in the ratty armchair on the set.  Harry does
     his make-up.  Harry glances at Bela's arm, and it is full of
     TRACK MARKS.  Harry grimaces, but doesn't say anything.

     Conrad eagerly scurries up.

                             CONRAD
               Mr. Lugosi, I know you're very busy,
               but could I have your autograph?

                             BELA
                       (cordial)
               Of course.

     Conrad hands him a scrap of paper.  Bela signs it.

                             CONRAD
               You know which movie of yours I love,
               Mr. Lugosi?  "The Invisible Ray."
               You were great as Karloff's sidekick.

     Bela's face suddenly hardens.  He snaps.

                             BELA
               "Sidekick"??  "KARLOFF"?!!

     Bela insanely RIPS up the autograph.

                             BELA
               Fuck you!!  Karloff doesn't deserve
               to smell my shit!  That limey
               cocksucker can rot in hell, for all
               I care!!!

     WIDE

     Ed panickedly runs up.

                             ED
               What happened?!  Jesus, Connie, what
               did you do?

                             CONRAD
                       (upset, close to crying)
               Nothin'!  I told him he was great.

                             BELA
               How dare that asshole bring up
               Karloff?!!  You think it takes talent
               to play Frankenstein?!  NO!  It's
               just make-up and grunting!  GRRR!
               GRRR!  GRRR!

     Ed is frozen in fear.  He glances across the stage.

     Georgie is flabbergasted.  He points urgently at his watch.

     Ed nods.  He motions to Conrad: Get out of here.  Conrad runs
     away.  Ed leans in to Bela.

                             ED
               You're right, Bela.  Now Dracula,
               that's a part that takes acting.

                             BELA
               Of course!  Dracula requires
               presence.  It's all in the voice, and
               the eyes, and the hand --

     Bela waves his outstretched arm.  Ed tries to calm him.

                             ED
               Look, you seem a little agitated.
               Do you maybe wanna take a little
               break, go for a nice walk... and then
               we'll come back and shoot the scene?

                             BELA
               BULLSHIT!  I am ready now!  Roll the
               camera!!

     The crew is baffled.  Ed shrugs at them.

                             ED
               Um, okay... roll camera

                             CAMERAMAN BILL
                       (unsure)
               Rolling.

                             ED
               Sound!

                             SOUNDMAN
               Speed.

                             CAMERA ASSISTANT
               Mark.  Scene Thirty-One.

     The Assistant CLAPS the slate in front of Bela, then runs.

                             ED
               And... action?

     It's dead quiet.  Nobody knows what's about to happen.

     WE MOVE IN TO BELA.  And... he suddenly assumes character.
     Like the consumate pro he is.  Bela gets a wicked, sinister
     leer, then starts intoning threateningly:

                             BELA (as the SPIRIT)
               "Beware.  Beware!  Beware, of the big
               green dragon that sits on your
               doorstep.  He eats little boys!
               Puppy dog tails!  Big fat snails!
               Beware.  Take care.  Beware!"

     CLOSEUP - ED

     He is blown away.  He quietly mumbles in amazement.

                             ED
               Brilliant.

                                                    WIPE TO:

     INT. STAGE - NEXT DAY

     Dolores studies her script, as the crew lights a flimsy kitchen
     set.  Ed strolls past, nonchalantly removing a ladies' wig and
     earrings.  She stares in disbelief.

                             DOLORES
               How can you just walk around like
               that, in front of all these people?

                             ED
               Hon', nobody's bothered but you.
                       (he gestures)
               Look around -- they couldn't care
               less.

                             DOLORES
               Ed, this isn't the real world!
               You've surrounded yourself with
               WEIRDOS!

                             ED
               Say it a little louder.  I don't
               think Bela heard you in his trailer.

     Dolores quiets down.  She feels bad.

                             ED
               Dolores.  I need your help...

                                                    WIPE TO:

     FILMING IN PROGRESS - LATER

     A scene is being shot, on camera.  Ed (as Glen) and Dolores (as
     Barbara) stare into each other's eyes.  He's dressed normal,
     and she wears a fuzzy angora sweater.

                             ED (as GLEN)
               "My mind's in a muddle.  I thought
               I could stop wearing these things.
               I tried, honestly I tried..."

                             DOLORES (as BARBARA)
                       (tentative)
               "Glen, I don't fully understand this.
               But maybe together -- we can work it
               out."

     She stands up, dramatically takes off her angora sweater, and
     gives it to Ed.

     He holds it meaningfully, then smiles proudly.

                             ED
               Music swells... and CUT and PRINT IT!

     Ed and Dolores hug.

                                                    CUT TO:

     INT. EDITING ROOM - DAY

     On a MOVIOLA, we see the black-and-white image of Dolores
     taking off her angora and giving it to Ed.

     WE PULL OUT.  Ed and Georgie are hunched over, watching the
     movie.  Ed smiles proudly.

                             ED
               And we fade out.  "The End."
                       (the film runs out)
               What do you think?

     Georgie peers at his watch.  He shakes his bead.

                             GEORGIE
               I think it's fifty-seven minutes
               long.

                             ED
               Yeah?  Whatever.  So did you like it?

                             GEORGIE
                       (like a lecturing teacher)
               Ed, what was the one thing I asked
               you to do?  Make it seven reels long.
               I've got contracts with my
               exhibitors.  If it ain't over an
               hour, they won't play it.

                             ED
               Gee, I used every frame of film we
               shot.  Maybe they won't notice.

                             GEORGIE
               They'll notice.
                       (beat)
               Look, why don't you let me take over
               from here?  I can do a few tricks:
               Pad it out with more stock footage,
               add establishing shots...

                             ED
               Um, I guess --

                             GEORGIE
               Good.  And one more thing.  I think
               your "Written, Directed, and Starring
               Ed Wood" credit is a bad idea.

                             ED
               Why?!  I did all those things!  Hell,
               I even built the props.

                             GEORGIE
               And you did a bang-up job, too.  But
               you don't want other producers to
               know that's you in drag.  Trust me.
               It's a career killer.

     Ed is quite upset.

                             ED
               But I'm proud.  I wrote, directed,
               and starred in it just like Orson
               Welles in "Citizen Kane"!

                             GEORGIE
               Yeah??  Well Orson Welles didn't
               wear angora sweaters, did he??!

     Ed is beaten.

                                                    CUT TO:

     INT. SCREENING ROOM - NIGHT

     It's the cast and crew screening!  The eager two-dozen people
     are packed into a tiny screening room.

     The lights dim, and the movie starts.  A LIBRARY MUSIC fanfare,
     and then: "Bela Lugosi in GLEN OR GLENDA"

     Everyone APPLAUDS excitedly.  Bela smiles.
       
     Credits continue: "Featuring Daniel Davis and Dolores Fuller"

     The audience is audibly baffled.  Bunny BLURTS out.

                             BUNNY
               Daniel Who?!

     Dolores leans in to Ed.

                             DOLORES
               Ed, who is Daniel Davis?

                             ED
                       (sour)
               Some weirdo who likes to wear
               dresses.

                                                    DISSOLVE TO:

     LATER IN THE MOVIE

     ON-SCREEN, Dolores looks tenderly at Ed.

                             DOLORES (on screen)
               "Glen.  Is it another woman?"

     Ed as Glen nervously ponders his response.

     But suddenly -- MUSIC THUNDERS in.  The movie cuts to buffalo
     stampeding.  Bela's angry face is superimposed over this.

                             BELA (on screen)
               "Pull the string!  Pull the string!"

     IN THE AUDIENCE

     People are impressed by this technique.  Bela nods in approval.

     ON-SCREEN

     Out of nowhere, CHEAP JAZZ MUSIC starts, and the movie abruptly
     cuts to SLEAZY STAG PARTY-STYLE FOOTAGE!  A bare-chested man
     whips a bound woman!  A woman dominates another tied to a large
     stick!  A brunette violently rips off her dress and does a
     hoochie-coochie dance!

     IN THE AUDIENCE

     The crowd is stunned.

                             CAMERAMAN BILL
               I didn't shoot that!

     Ed looks back at Georgie, who's wearing a big satisfied grin.

                             ED
               Georgie, what's with the stag
               footage??  You said you were cutting
               in establishing shots!

                             GEORGIE
               I did.  I established some tits and
               ass.

     Ed rolls his eyes.  He turns back to the movie.

     INT. PARTY - LATER THAT NIGHT

     Everybody is CELEBRATING, with a raucous party.  People are
     boozing it up.  BIG BAND MUSIC plays.  Ed dances with Dolores.
     Paul smokes a joint.  Conrad falls over a table and breaks a
     lamp.  Bela dances happily with a cute young REDHEAD.

                             BELA
               Wasn't I something..?  Did you see
               how I command the screen?!

     Ed's giddy buddies stumble over with foaming glasses of beer.

                             BUNNY
               Ed, it was superb.

                             CONRAD
               A great show!  A little strange...
               but great -- especially my scenes.

                             ED
               Just like I always promised.  Now
               you're among the immortals.  You're
               movie stars.

                             PAUL MARCO
                       (he raises his glass)
               Here's to Ed.  For making us into
               something.

     It's a warm moment.  They all CLINK their glasses.

     Dolores kisses Ed.

                                                    CUT TO:

     EXT. BUNGALOW HOUSE - DAY

     We're outside a cute little Spanish bungalow house.  Ed and
     Dolores are moving in.  They lug furniture from a rented truck.

                             ED
               From today on, our lives are
               different!  We'll be swimming laps
               in the same pool Jean Harlow did.

                             DOLORES
               I don't know.  It's so much money...

                             ED
               Who cares?!  We're on a ROLL!  These
               are the moments in life you're
               supposed to grab.

                             DOLORES
               But Ed, we're not even married.  And
               you don't have a job.

                             ED
               But you do!  And anyway, I've got
               tons of new scripts.  And now that
               I have a track record, studios are
               bound to hire me!

     She just stares.  Ed shrugs, semi-reassuringly.

                             ED
               Look on the bright side.  If we miss
               the rent, what's the worst they can
               do?

                             DOLORES
               Toss us out on our ass.

                             ED
               Exactly.

     INT. BUNGALOW - DAY

     The house is moved in.  Ed's unkempt dogs run about.  Pumped-up
     Ed sits on the bed typing fiendishly fast while wearing an
     angora sweater.  A cigarette dangles from his mouth, and a
     bottle of booze lays in his lap.  Bela sits quietly nearby.

                             ED
               How 'bout a western?  People love
               westerns.

                             BELA
               But, I don't like horses.  Do I have
               to get on one?

                             ED
               Eh, forget it.  What else is big?
                       (his face lights up)
               Teenagers!  Jailbait pics!  Yeah...
               You got the juvenile delinquent, his
               girlfriend from the wrong side of the
               tracks --

                             BELA
               Who do I play?

                             ED
               Uh, a cop.  NO!  You play the father.
               He's angry!  He doesn't like seeing
               his son -- no -- he doesn't like
               seeing his daughter behave this way!

                             BELA
                       (cautious, not to offend)
               Well... can't I play the romantic
               part?  I'm tired of always being the
               bad guy.  You know, back in Hungary,
               I played Romeo!  I would like to be
               the lover again -- me, in a boat,
               with the girl...

     Ed considers this.

                             ED
               Sure.  Romance, that's great!  To
               engineer your comeback, we're gonna
               need a whole slate of pictures.  Once
               "Glen Or Glenda" takes off, we'll
               slam you into one, then another, then
               another!

                             BELA
                       (he smiles)
               That's good.  I could use the money.

                             ED
               But we need to start off with a bang!
               Something we know the audience will
               want to see.  Mmm.  What was your
               biggest hit?

                             BELA
                       (he thinks)
               Hmm... my biggest hit?  That would
               probably be "Dracula."

                             ED
               Of course!

     Ed crabs a pen and excitedly scrawls out the word "DRACULA."
     Bela frowns.

                             BELA
               Those bastards at Universal.  I made
               so much money for them, and now I
               can't get the time of day.

                             ED
               So let's make another "Dracula."
               Let's make "The Return of Dracula"!

                             BELA
               We can't.  Those sons-a-bitches
               control the rights.

                             ED
               They do?  Shoot.  There must be a
               way to get around that...

     Ed's mind is working.  He holds out the paper and stares at
     it.  Suddenly, he grins.  He grabs the pen and makes a period
     after the "DR."  It now says "DR.ACULA"

                             ED
               Ha-ha!  Dr. Acula!

                             BELA
               Dracula?

                             ED
               No!  Doctor Acula!  You can still
               wear the cape, have the fangs...
               but you're a doctor!  Not a count.

                             BELA
               Ah!  This is very exciting.

                             ED
                       (inspired)
               I gotta type this up, while it's
               still fresh!

     Ed rips the paper from his typewriter, puts in a blank page,
     and starts typing.

                                                    CUT TO:

     EXT. MOVIE STUDIO GATE - DAY

     We're outside the imposing gates of MGM.  The lion logo is
     overhead.  Ed drives up in his dirty Nash Rambler convertible.
     He wears his nicest suit.  Ed peers nervously at the GUARD.

                             ED
               Excuse me, I'm here to see Mr.
               Feldman.

     The Guard stares suspiciously at Ed.  His filthy car is leaking
     oil.

                             GUARD
               What's your name?

                             ED
               Edward D. Wood, Junior.

     The man frowns.  He looks through his files -- then finds a
     parking slip with Ed's name.  He is surprised.

                             GUARD
               Oh.  Eh, he's in the Executive
               Building.  You can park in the
               reserved section.

     Ed smiles.

     INT. EXECUTIVE WAITING ROOM - DAY

     The room is very posh, with fancy paneling and marble floors.
     Ed sits nervously under posters for "GRAND HOTEL" and "QUO
     VADIS."  Film cans labled "Glen Or Glenda" rest in his lap.

                             SECRETARY
               Sir, Mr. Feldman will see you now.

     She hits an electric button.  A large oak door swings open.

     INT. OFFICE

     Behind a giant desk is MR. FELDMAN, a glib, thin over-
     caffeinated man.  He jumps up, smiling.

                             MR. FELDMAN
               Mr. Ward, it's a delight to meet you.

                             ED
                       (shaking his hand)
               It's Wood.  Ed Wood.

                             MR. FELDMAN
               Wood?  Ward?  Wood.
                       (puzzled, he glances at his
                        appointment book)
               Hey, what do you know.  It is Wood.
               Dang secretaries, you can never get
               a good one.  Right?

     Ed shrugs.  Feldman grins.

                             MR. FELDMAN
               So what are you bringing me?  Looks
               like you got some film cans.

                             ED
               Well, Mr. Feldman, some people have
               resumes to show.  I've got my own
               movie.

                             MR. FELDMAN
               Really?!  Well good for you.

                             ED
               I just made this picture, over at
               Screen Classics.  It opens next week.

                             MR. FELDMAN
               Screen Classics?  Hmm, don't know
               them.

                             ED
               Nobody in town has seen it, so I'm
               givin' you first crack at my talents.

                             MR. FELDMAN
               I can't wait to take a look.
                       (he claps his hands)
               So what's up next?

     Ed leans in.

                             ED
               Well, Mr. Feldman, I don't believe
               in thinking small.  So I've got a
               whole slate of pictures for you: "The
               Vampire's Tomb," "The Ghoul Goes
               West"... and "Doctor Acula"!

                             MR. FELDMAN
               Doctor Acula?  I don't get it.

                             ED
               Dr. Acula!

     Ed writes it out, "DR. ACULA," then waves it in Feldman's face.
     Feldman nods.

                             MR. FELDMAN
               Oh, "Dr. Acula."  I get it.
                       (beat)
               I don't like it.

                             ED
               But Bela Lugosi's in it!

                             MR. FELDMAN
               Lugosi's washed-up.  What else you
               got?

     Ed grimaces.  Lugosi was 90% of his pitch.  He vamps.

                             ED
               Well... I've got another project I
               wasn't gonna tell you about.
               Lugosi's in it, but he's got a
               smaller part.  The lead is an
               ingenue, a sterling young actress
               named Dolores Fuller.  The title is
               "Bride Of The Atom."

                             MR. FELDMAN
               Ah!  Atomic Age stuff, huh?  I like
               it.
                       (he smiles)
               I'll tell you what, Mr. Ward.  Why
               don't you leave those film cans, and
               my associates and I will take a look
               at your little opus.  Maybe we can
               do business together.

     Ed is elated.

     INT. STUDIO SCREENING ROOM - DAY

     Feldman and his fellow SMARMY EXECUTIVES sit in a plush
     screening room.  They are viewing "Glen Or Glenda."

     ON-SCREEN, Ed is in drag.  A SOLEMN NARRATOR within the movie
     speaks:

                             SOLEMN NARRATOR (V.O.)
               "Give this man satin undies, a dress,
               and a sweater... and he's the
               happiest man in the world.  He can
               work better, think better, even play
               better -- and be more of a credit to
               his community and his government."

     ANGLE ON THE EXECUTIVES

     They are stupefied.  Yikes!

                             EXECUTIVE #1
               What the hell is this?!

                             EXECUTIVE #2
               Is this an actual movie?!

                             EXECUTIVE #1
               It can't be.

                             EXECUTIVE #2
               It's fuckin' ridiculous!

     Feldman squints at the screen.

                             FELDMAN
               Wait a minute.  That guy in the dress
               -- he's the one I met with today!
               This must be a big PUT-ON!
                       (he CHUCKLES)
               It's probably another one of Billy
               Wellman's practical jokes!

     Everybody suddenly starts HOWLING with laughter.

                                                    CUT TO:

     EXT. NEWSSTAND - DAY

     Ed zooms up and chipperly jumps from his car.  He buys a "Los
     Angeles Herald-Express," eagerly opens it to the entertainment
     pages... and then gets a confused look.  Ed quickly starts
     rifling through the pages -- something is wrong.

     EXT. PHONE BOOTH - DAY

     Ed angrily shouts into the phone.

                             ED
               Georgie, what happened?!  I thought
               "Glen Or Glenda" was opening next
               week!  Where's the ads?

     An OLD-FASHIONED SPLIT SCREEN of Georgie on the phone appears.

                             GEORGIE
                       (pissed-off)
               "Where's the ads"?!  The ads are in
               Alabama, Indiana, and Missouri!  You
               schmuck, it ain't gonna play L.A.!

                             ED
               Why not??

                             GEORGIE
               Because I can't sell it to save my
               life!  You made a goddamn feathered
               fish.  Is it an art film, a horror
               show, a hygiene flick?  Nobody knows!
               I'm beggin' people to book it.

                             ED
                       (insulted)
               Maybe it needs special handling.

                             GEORGIE
               Screw you, Wood!  I even sunk more
               money into different titles:
               "Transvestite" "He Or She?" "I Led
               Two Lives"... It DOESN'T MATTER!
               Nobody wants to see the piece of
               shit.

                             ED
               You can't talk that way about my
               movie.

                             GEORGIE
               "Your movie"?!  I wish it was your
               movie!  I wish I hadn't blown every
               dime I ever made into this stinkbomb.
               If I ever see you again, I'll kill
               you!!!

     Georgie SLAMS down the phone.  His split screen WIPES off,
     leaving Ed standing alone.

     Ed stares at the phone, then quietly hangs it up.

                                                    CUT TO:

     INT. OLYMPIC AUDITORIUM - NIGHT

     WHAM!  A WRESTLER throws another WRESTLER at the mat.  The
     crowd CHEERS raucously.  We're at the Saturday Night Wrestling
     Matches!

     In the stands are Ed, Dolores, Bunny, and Bunny's new YOUNG
     MALE "FRIEND."  Seated around them are hollering truckers and
     ex-Marines.  Bunny giggles and nudges gloomy Ed.

                             BUNNY
               So guess where I'm going next
               weekend?

                             ED
               I don't know.  Where?

                             BUNNY
               Mexico!  And guess what I'm going to
               do there?!

                             ED
                       (not enjoying this game)
               I dunno.  Lie on the beach?

                             BUNNY
               WRONG!  I'm getting my first series
               of hormone shots!  And once those
               babies kick in, they're gonna remove
               my organs, and MAKE ME A WOMAN!

     Ed is astonished.

                             ED
               Jesus!  Are you serious?

                             BUNNY
               Yes!  I've dreamed of it for years,
               but your movie made me realize I've
               got to take action.  GOODBYE, PENIS!

     The truckers nearby stare.  Dolores covers her face.

                             DOLORES
               Ssh!  Will you keep it down?

     The crowd suddenly ROARS and jumps up.  A favorite wrestler has
     entered the ring, massive TOR JOHNSON, 50.  Tor is an
     incredible sight: A bald, lumbering behemoth.

                             RING ANNOUNCER (amplified)
               Now entering the ring, in the gold
               trunks, 350 bone-crunching pounds of
               pure strength, the "Swedish Angel"...
               Tor Johnson!!!

     The crowd goes apeshit.  The stands are going to collapse from
     the SHOUTING.

     Ed's eyes are the size of saucers.

                             ED
               My God, look at that guy.  He's a
               mountain!

     The bell RINGS.  Tor quickly grabs his OPPONENT, a man in a
     blue mask, and throws him at the ground.  Then Tor jumps onto
     his stomach, easily picks him up, and heaves him at the ropes.

     People CHEER.  Ed is flabbergasted.

                             ED
               I've never seen anything like him!

                             BUNNY
               And once I'm a woman, Jean-Claude and
               I are getting married --

                             ED
                       (eyes glued to the ring)
               Ssh!  He's so big!  He's a monster!
               Can you imagine what that guy would
               be like in a movie?

     ON TOR

     He screams maniacally in Swedish.  Tor lifts the Opponent over
     his head and tosses him into the stands.  Three rows of chairs
     get knocked over.

                                                    CUT TO:
       
     EXT. WRESTLER'S BAR - NIGHT

     A tiny miniature European car pulls up.  Tor Johnson is
     squeezed inside -- ludicrously oversized for this vehicle.  Tor
     carefully wedges himself out and enters the bar.

     INT. WRESTLER'S BAR - SAME TIME

     This rowdy bar is packed with burly WRESTLERS.  Tor walks in,
     and men cheerily yell out: "Hey, Tor!" "Hi, Tor!"  Tor grins.
     In person, he actually seems a jolly, outgoing fellow.

     Ed waves from the corner

                             ED
               Mr. Johnson, over here!

     Tor smiles and lumbers over

                             ED
               Glad you could fit me in your
               schedule.

                             TOR
                       (in a hoarse SWEDISH ACCENT)
               Da pleasure be mine.

     They shake hands.  Ed's hands look like a baby's in Tor's giant
     mitts.

     Tor tries to sit in the booth.  But he can't fit.

                             TOR
               Could we moovf to table?

                             ED
               Oh, of course!

     Ed jumps up.  They move to a large table.  Now Tor is happy.
     He starts shoveling beer nuts into his mouth.

                             ED
               So, Mr. Johnson --

                             TOR
               Tor!

                             ED
               Tor.  Have you ever thought about
               becoming an actor?

                             TOR
                       (he CHUCKLES)
               Mm, not good-lookink enough.

                             ED
               I think you're quite handsome.

                             TOR
               No.  With hair, yah.  But I must
               shave head for wrestlink.  It scare
               da crowds.  Dey like that.

       Ed smiles.

                             ED
               Well, I think you'd be a sensation
               in pictures.

                             TOR
               But what bout accent?  Some people
               tink I haf too much accent.

                             ED
               Nah, that doesn't matter!  It's a
               visual medium.

     A WAITRESS saunters over.

                             WAITRESS
               Tor, what can I get ya?

                             TOR
               I'll haf eight beers.

                             WAITRESS
                       (nonchalant, to Ed)
               And you?

                             ED
               Uhh, I'll have just one.

     She walks off.  Tor shakes the now-empty nut bowl.

                             TOR
               And more nuts!

     Ed tries to grab Tor's attention.

                             ED
               So anyway, I've got this new script,
               "Bride Of The Atom," and there's a
               part you're ideal for: "Lobo."  He's
               tough.  A brute.  But he has a heart
               -- and at the end he saves the girl.

                             TOR
                       (he laughs merrily)
               I like.  When do movie shoot?

                             ED
               Hopefully, very soon.  I'm just
               awaiting the final okay from Mr.
               Feldman at MGM.

                                                    CUT TO:

     INT. ED'S BEDROOM - LATE NIGHT

     Ed and Dolores are asleep.  Suddenly the phone RINGS.  Ed
     fumbles for it and groggily answers.

                             ED
               Wood Productions...

     We hear Bela's weak VOICE.

                             BELA (on phone)
               Eddie... help me...

                             ED
               Bela?

                             BELA (on phone)
               Eddie... please come over --

     CLICK.  The phone hangs up.  Ed is very alarmed.

     EXT. BELA'S HOUSE - LATE NIGHT

     The wind is blowing.  Ed's Nash roars up, and he jumps out, a
     coat over his pajamas.  He runs up and POUNDS on Bela's door.

                             ED
               Bela?!

     Ed tries the door. It's unlocked.

     INT. BELA'S HOUSE - SAME TIME

     Ed steps into the dark room, and is stunned by what he sees:
     Bela is slumped on the floor, pasty white, eyes glazed.  A
     rubber tube is tied on his arm, and a HYPODERMIC NEEDLE lies
     next to him.

     The dogs crouch behind him, whimpering, despondent,
     Bela looks up through half-opened eyes.

                             BELA                                   
               Eddie... my friend.

     Aghast, Ed runs over.

                             ED
               Bela, what happened?!

                             BELA
               I didn't feel well...

                             ED
               Let me take you to the hospital.

                             BELA
               No hospital.  Just take me to the
               couch...

     Ed nods.  He picks up the old man and carries him across the
     room to the couch.  The large portrait of Bela, young and
     robust, peers down.

                             ED
               Should I call a doctor?

                             BELA
               Nah.  This happens all the time...

     Ed puts a pillow under Bela's head.

                             ED
               Is there anything I can get you?
               Water?  A blanket?

                             BELA
               Goulash.

                             ED
                       (distressed)
               I don't know how to make goulash.

     Ed sits next to him.  An awkward pause.

                             ED
               What's in the needle?

                             BELA
               Morphine, with a demerol chaser.
                       (he starts crying)
               Eddie, I'm so broke.  I don't know
               what I'm gonna do...

                              ED
               Don't worry.  I'll do something.

                                                    CUT TO:

     EXT. MOVIE STUDIO GATE - MORNING

     Ed stands outside MGM, talking into a phone at the guard gate.

                             ED (on phone)
               Mr. Feldman!  I haven't been able to
               get through, so I just showed up.
               Yeah, out front!  So, are we gonna
               be working together?
                       (his face slowly falls)
               Really?  Worst film you ever saw...?
                       (beat)
               Well, my next one will be better.
                       (beat)
               Hello?

     INT. ED'S HOUSE - DAY

     Dolores tries to cheer up gloomy Ed.  He's wearing angora.

                             ED
               I'm no good.

                             DOLORES
               Ed, it's just one man's opinion!

                             ED
               Bela needs a job... I can't even get
               a film going...
                       (listless)
               But of course I can't -- I made the
               worst movie of all time.

                             DOLORES
               That's ridiculous.

     Ed sighs.

                             ED
               All I wanna do is tell stories.  The
               things I find interesting...

                             DOLORES
               Well maybe you're not studio kind of
               material.  Maybe you just need to
               raise the money yourself.

     Ed looks up.

     INT. BANK - DAY

     Ed sits opposite a LOAN OFFICER.

                             ED
               The movie is called "Bride Of The
               Atom"...

     INT. DENTIST'S OFFICE - DAY

     Ed continues, pitching to three DENTISTS in white coats.

                             ED
               ...It will star Bela Lugosi.  Each
               of you would put up $20,000...

     EXT. PHONE BOOTH - DAY

     Ed stands at a busy intersection.  He YELLS into a phone.

                             ED
               Yes, that's right.  The Bela Lugosi.
               He's still alive.
                       (beat)
               Huh?  Is he available Friday night?
               Gee, I suppose so... Why?

                                                         cut TO:

     INT. TV STUDIO - NIGHT

     We're backstage at a '5Os variety show.  It's exciting live TV:
     Showgirls, techies, and cast members dart about in a state of
     hyped-up tumult.

     INT. DRESSING ROOM - SAME TIME

     Bela and Ed sit in his dressing room, running lines.  Bela is
     in his Count outfit: Cape, jet black hair, red lips, etc.  They
     both read off SCRIPTS.

                             BELA
               "Greetings.  I am the Count."

                             ED
               "Greetings.  I am Slick
               Slomopavitz, Seeker of Adventure."
               Audience laughs.  Applause.  "Say,
               that's a funny place to sleep."

                             BELA
               "It is my home."

                             ED
               "Oh, tract housing, huh?"  Laugh.
               "You need a new real estate agent."

                             BELA
               "Beg to differ.  This casket
               incarpratates, er, inporporates --"

     Ed interrupts.

                             ED
               No Bela, that's "incorporates."  Look,
               just say "This casket has..."

                             BELA
                       (upset)
               Ach!  How do they expect a Hungarian
               to pronounce this dialogue?  This
               live television is madness!

     An ASSISTANT knocks and sticks her head in.

                             ASSISTANT
               Five minutes, Mr. Lugosi.

     INT. BACKSTAGE - MINUTES LATER

     Ed and Bela stand in the wings.  Onstage is the SHOW HOST, a
     cheesy comedian.  He is doing a routine with Criswell, the
     famed psychic who opened this movie.  Criswell wears a tux and
     a turban and is acting mysterious.

                             HOST
               And then what's gonna happen?

                             CRISWELL
               In 1960, the automobile will have
               retractable wings, so it can fly.

                             HOST
               Sounds like a heck of a way to beat
               traffic.

     Audience LAUGHS.  Criswell rubs his temples enigmatically.

                             CRISWELL
               By 1970, Man will have colonized
               Mars.  Millions of people will live
               there.

     Ed is mesmerized.

                             ED
               Wow!  Ain't that something.

     INT. STUDIO - LATER

     We're out in the audience.  The curtain rises on a SPOOKY SET:
     Shadows, cobwebs, and a coffin in the center.  The Host walks
     onstage, to huge APPLAUSE.  He's playing his "Slick" character,
     a befuddled moron in a funny hat.  The Host shines a flashlight
     around, and then the coffin opens.  Bela sits up.  There's more
     APPLAUSE.

                             BELA
               Greetings.  I am the Count.

                             HOST
               Greetings.  I am Slick Slomopavitz,
               Seeker of Adventure.

     The audience LAUGHS.  Then APPLAUSE.

                             HOST
               Say, that's a funny place to sleep.

                             BELA
               It is my home.

                             HOST
               Oh, tract housing, huh?
                       (he starts AD-LIBBING)
               I guess I shouldn't complain about
               my duplex in Burbank.  What a dump.
               Some places have a Murphy bed, this
               place has a Murphy shower.  I still
               don't know where to hang the towels!

     The audience HOWLS with laughter.  Bela is totally lost.  He
     seems incredibly confused.

                             BELA
               Uh, beg to differ.

                             HOST
               "Beg to differ?!"  Hey, I'm talkin'
               about my duplex in Burbank!

                             BELA
                       (terrified, groping)
               Uh, Greetings.  I am the Count...

     BACKSTAGE

     Ed covers his face in embarrassment.

                                                    CUT TO:

     INT. STUDIO HALLWAY - LATER

     The Host angrily storms past.

                             HOST
               I told you we should've gotten
               Karloff.

     He exits.  A door opens, and Ed and Bela quietly step out.

                             ED
               Bela, don't worry.  You're better
               than all this crap.

                             BELA
                       (distraught)
               I never said I could ad-lib...

                             ED
               Forget about it.  We'll make our new
               movie, and you'll be a star again.

     They shuffle away... until Criswell and his snazzy ENTOURAGE
     burst around a corner.  Even in person, Criswell is ethereal
     and quite self-important.  He is delighted to see Bela.

                             CRISWELL
               Mr. Lugosi!  It is an unparalleled
               privilege to meet you.  Allow me to
               introduce myself... I am CRISWELL!

                             BELA
                       (morose)
               It's a pleasure...

                             CRISWELL
               Ah, cheer up!   Don't lose heart over
               what happened tonight.
                       (he points at his temple)
               I predict that your next project will
               be an outstanding success!

                             ED
               Wow.

                             CRISWELL
               And who may you be?

                             ED
               Edward Wood, Sir.

                             CRISWELL
               Ah.  The director of "Glen Or
               Glenda."

                             ED
                       (startled)
               H-how'd you know?!

                             CRISWELL
               I'm Criswell.  I know all.

     Criswell winks.

                                                    CUT TO:

     INT. MOCAMBO ROOM - NIGHT

     Latin horns blast onstage of this hopping '5Os nightclub.
     Cigarette girls roam about.  Seated at a front table is Ed,
     Bela, and Criswell's group.  Everyone's plastered and laughing.
     Criswell shouts above the din at a WAITER.

                             CRISWELL
               Bring me two more Beefeater martinis.
               Eddie will have another whiskey,
               Dagmar's a Rum-and-coke, Moustapha
               and King are chablis -- hey Bela,
               would you like a wine?

                             BELA
               No.  I never drink -- wine.

     The whole table CRACKS UP.  Bela cheers up.  Ed turns to
     Criswell.

                             ED
               Hey Cris, how'd you know we'd be
               living on Mars by 1970?  How'd you
               know it wouldn't be 1975, or even
               1980?

                             CRISWELL
               I guessed.

                             ED
               I don't understand.

                             CRISWELL
               I made it up.  It's horseshit!

     Ed's jaw drops.

                             CRISWELL
               There's no such thing as a psychic.
               People believe my folderol because
               I wear a turban and a black tuxedo.

                             ED
               It's that easy?

                             CRISWELL
               Eddie, we're in show biz!  It's all
               about razzle-dazzle.  Appearances.
               If you dress nice and talk well,
               people will swallow anything.

     Criswell smiles knowingly.  Ed nods at this profound wisdom.

                                                    CUT TO:

     EXT. BROWN DERBY - NIGHT

     We're outside the legendary hat-shaped restaurant.  A large
     Eldorado pulls up, and a CONSERVATIVE MAN and his PLUMP WIFE
     step out and approach the DOORMAN.

                             CONSERVATIVE MAN
               Excuse me.  We're here for the Wood
               party.

                             DOORMAN
               Ah, that would be in the Venetian
               Room, sir.

     The couple raise their eyebrows.  They're impressed.

     INT. BROWN DERBY - NIGHT

     A large banner says "BRIDE OF THE ATOM - NEXT YEAR'S SMASH
     HIT!"

     In a private back room, Ed is throwing a LAVISH BACKERS PARTY.
     All his riff-raff friends are dressed in tuxedos and gowns,
     strutting about with flutes of champagne like they're extras
     in "The Great Gatsby."

     Bewildered POTENTIAL BACKERS wander around.  Ed shmoozes them.

                             ED
               We're gonna have the most terrifying
               monster ever seen on film!  A ghastly
               creature created from an atomic
               mutation!

                             BACKER'S WIFE
               I don't like scary movies.  I go more
               for ones with love stories.

                             ED
                       (without dropping a beat)
               Well that's what this movie is...
               a heartbreaking romance!  It's about
               a young reporter, Janet Lawton, in
               love with a young cop, Dick Craig.

     ACROSS THE ROOM

     Conrad and Paul sit in a corner.  Conrad has a shoe off and is
     scratching his foot.  Ed alarmedly runs over.

                             ED
               What do you think you're doin'?!

                             CONRAD
               These shoes are itchy.

                             ED
               You can't sit!  You gotta walk
               around, with good posture.  You want
               these people to think we have class.
               Otherwise they'll never invest in our
               movie.

     ACROSS THE PARTY

     Two AMAZED BACKERS have their hands around Tor's giant arm.

                             AMAZED BACKER
               Bernie, get a load of this guy!

                             TOR
                       (proud of his size)
               Biceps 22! Chest 62! Stomach 54!

                             AMAZED BACKER
               Whew!  You're quite a specimen.
                       (beat)
               And you're gonna be in the picture?

                             TOR
               Yes.  I play Lobo!

     ACROSS THE ROOM

     An excited HICK BACKER shakes Bela's hand.

                             HICK BACKER
               Mr. Lugosi, I can't believe I'm
               meeting you in person.  This is one
               of the most exciting moments of my
               life.

                             BELA
               Thank you.  And you are?

                             HICK BACKER
               Charlie Johnson!  I manufacture
               toothpaste tubes.

     ACROSS THE PARTY

     Criswell struts in the b.g., talking to someone.

                             CRISWELL
               I predict "Bride Of The Atom" will
               be the biggest moneymaker of all
               time!

     In the f.g., Ed introduces Dolores to a SOUTHERN BACKER.

                             ED
               And this is lovely starlet Dolores
               Fuller, who will play Janet Lawton.

                             SOUTHERN BACKER
               And how much will this picture cost?

                             ED
               In a normal studio it would be
               half-a-million, with all their
               wasteful overhead and fancy offices.
               But because we're more efficient, we
               can bring it in for seventy grand!

                             SOUTHERN BACKER
               Hmm.  Well I'll consider it...

     EXT. BROWN DERBY - LATER THAT NIGHT

     Ed and his buddies wave goodbye to the departing backers.

                             ED
               Goodbye!  Goodbye!

                             BELA
                       (to Ed)
               So how'd we do?

                             ED
                       (faking a big smile, but SOTTO
                        VOCE to Bela)
               We didn't make a dime.

     IN THE PARKING LOT

     A VALET hands the car keys to the Conservative Backer.

                             VALET
               That's twenty-five cents, sir.

     The man glances at his Wife. She shrugs.

                             WIFE
               I gave all my money to the
               babysitter.

     The man grimaces.  He checks his pockets, pulls out a handful
     of PENNIES, and counts them out...

                                                    CUT TO:

     EXT. ED AND DOLORES'S BACKYARD - DAY

     Ed sits in a chaise lounge by the pool, studying papers and
     drinking shots of whiskey.  He's in a woman's pantsuit and
     fuzzy slippers.  Dolores marches out.

                             DOLORES
               Ed, the landlord called again.  He
               wants his money.

                             ED
               Tell him "Bride" is in pre-
               production.

                             DOLORES
               Ed, the landlord doesn't care.

                             ED
               That's the problem!  Nobody cares
               about my movie!  I'm tryin' so hard,
               I don't know what else to do!

                             DOLORES
               Don't get angry at me.  Maybe you
               just need a day job.

                             ED
                       (upset)
               Dolores, don't you understand?  I'm
               a director now!  I made "Glen Or
               Glenda."  Directing is my day job.

                             DOLORES
                       (irate)
               All I know is, ever since "Glen Or
               Glenda," all you do is booze it up
               and wear my clothes!

     Suddenly Paul hesitantly steps through the back gate.

                             PAUL MARCO
               Uh, yoo-hoo.  Excuse me!  Sorry to
               interrupt, but I got some big news.

                             ED
                       (dour)
               Yeah...?

                             PAUL MARCO
               Well my cousin Fred met this dame
               from back East.  She's from "old
               money," and he thinks she's loaded.
               And here's the kicker: She's very
               interested in the picture business!

     ANGLE - ED

     He slowly smiles. It's like sun breaking through rain clouds.

                                                    CUT TO:

     EXT. RESTAURANT PATIO - DAY

     We're at a fancy outdoor brunch.  Ed is shaking hands with
     pretty LORETTA KING, 25, a pale brunette in a classy dress.

                             LORETTA
               Pleased to meet you.  I'm Loretta
               King.

                             ED
               I understand you just moved here?

                             LORETTA
               Yes.  Hollywood is oh so exciting.

     A WAITER walks over, with a water pitcher.

                             WAITER
               Water, Ma'am?

                             LORETTA
                       (suddenly freaking out)
               No!  No water!  NO LIQUIDS!  I'm
               terribly allergic to them!

     The waiter is bewildered.  He hurries away.  Ed leans in.

                             ED
               So my associate Mr. Marco tells me
               you may be interested in investing
               in a motion picture.

                             LORETTA
               Perhaps a small amount of money.
                       (she smiles)
               How much do one of your motion
               pictures cost?

                             ED
               For this one, we need $60,000.

                             LORETTA
               That's all??  That seems very
               reasonable for an entire picture.

     Ed perks up.  She's a live one!

     Ed pulls a script from his briefcase and hands it to her.

                             ED
               Perhaps you'd like to look at the
               photoplay.

                             LORETTA
               Oh my, this is very interesting.
                       (she skims the pages)
               Say... do you think it would be
               possible for me to maybe play one of
               these parts?

                             ED
                       (very enthused)
               Oh, of course!!  There's a couple
               characters you'd be perfect for: The
               secretary at the newspaper office,
               or the file clerk!

                             LORETTA
               Hmm.  Those sound kind of small.
                       (stopping at a page)
               Oh, here's one that looks good: Janet
               Lawton.  I'd sure like to play her.

     Ed blanches.

                             ED
               J-Janet Lawton???

                             LORETIA
               Yes, Janet Layton is clearly the part
               to play.  She's got some real meaty
               scenes!  Can't you just see me in
               that part??

     CU - ED

     He is aghast.  What a stomach-churning decision.  He stares at
     Loretta, then slowly croaks a response.

                             ED
               Uh... yeah...
                       (beat)
               You'd be perfect.

                                                    CUT TO:

     EXT. ED AND DOLORES'S HOUSE - DAY

     We HEAR dishes being violently thrown.  Dolores SCREAMS inside.

                             DOLORES (o.s.)
               You bastard!  You two-timing,
               dress-wearing son-of-a-BITCH!!

     INT. HOUSE - SAME TIME

     Dolores is crying and screaming angrily.  Ed ducks the objects
     she hurls at him.

                             ED
               It was the only way I could get the
               movie made!

                             DOLORES
               Who do you think's been paying the
               rent?!  Who helped type your script,
               and did all your grunt work?!

                             ED
               I'm sorry!  What did you want me to
               say?

                             DOLORES
               I wanted you to say, "No!  I wrote
               the part for my girlfriend Dolores."

                             ED
               But there's plenty of other parts.

                             DOLORES
               Like what?!

                             ED
                       (nervous)
               The secretary.  Or the file clerk.

     Dolores is stunned.

                             DOLORES
               YOU ASSHOLE!

     She hurls a pot at Ed.  WHACK!  It slams him in the head.

                                                    CUT TO:

     INT. SOUNDSTAGE - DAY

     The sets are being erected for "Bride Of The Atom"!  The crew
     hurries about the small stage, as Ed energetically supervises.
     He has a large band-aid on his head.

                             ED
               This is gonna be Bela's laboratory,
               so it should be real impressive!
               Like one of those mad scientist
               movies.  I want beakers, and test
               tubes, and one of those electrical
               things that buzzes!

                             BUNNY
               You mean a Tesla coil?

                             ED
               If you say so.

     Tor lumbers over, in his ripped Lobo outfit.  His face has fake
     gashed-up scars.  Tor holds the script.

                             TOR
               Edvard!   I haf question 'bout script.
               My vife Greta, she read.  And she no
               like.

                             ED
               Really?  Was the third act too
               intense?

                             TOR
                       (trying to be polite)
               No.  She tink Lobo is waste of my
               time.  Lobo don't talk.

                             ED
               But Tor, it's a starring part!
               You're second billed.

                             TOR
               Bela, he talk.  Loretta, she talk.
               But Tor, he no talk.

     Ed thinks.  He quickly puts a spin on this.

                             ED
               Tor, dialogue is overrated.  You look
               at the classic film actors, who are
               they?  Fairbanks.  Chaplin.  They
               didn't talk!  They did it all with
               their face.

                             TOR
                       (still bothered)
               But Greta say --

     Loretta walks over, holding two dresses.

                             LORETTA
               Eddie, which dress do you like
               better?

                             ED
               I don't know.
                       (he yells o.s.)
               Hey Bill, which dress is better for
               you, the green or the red one?

     Cameraman Bill is standing at the camera.  He squints.

                             CAMERAMAN BILL
               Which one is the red one?

                             ED
                       (confused)
               What do you mean?

                             CAMERAMAN BILL
               I mean I can't see the difference.
               I'm color-blind.
                       (beat)
               But I like the dark gray one.

                                                    WIPE TO:

     LATER

     The crew is shooting on a spooky castle foyer set.

                             ED
               ACTION!

     Bela enters, wearing a lab coat costume.  As he slowly crosses,
     the old man rubs his hands fiendishly.  Ed YELLS live direction
     through a megaphone.

                             ED
               Okay, you're Dr. Eric Vornoff.
               You're upset. You've worked so hard
               on this experisent, and you don't
               want to see it fail.
                       (Bela stops, to "emote")
               No, you're not that upset.  You want
               to keep moving.  You wanna cross the
               room.
                       (Bela exits)
               Okay, CUT!  BEAUTIFUL!  PRINT IT!

     Ed claps his hands triumphantly.

                             ED
               Alright, let's go immediately to
               Scene 52.  Tor, are you in place?

                             TOR'S VOICE
               Yah.

                             ED
               Okay, CUE RAINSTORM!

     Behind the window, Conrad pours a watering can.

                             ED
               And roll camera!  ACTION!

     Tor enters, but can barely squeeze his bulk through the door.
     Finally he enters.  Ed YELLS through the segaphone.

                             ED
               Okay, you're Lobo.  You're upset.
               You've worked so hard helping Dr.
               Vornoff on this experiment, and you
               don't want to see it fail.
                       (Tor stops, to "emote")
               No, you're not that upset.  You want
               to keep moving.  You wanna cross the
               room.
                       (Tor exits)
               Okay, CUT!  PERFECT!  PRINT IT!

     OFF STAGE

     Bela talks to Tor.

                             BELA
               At Universal, they shot two scenes
               a day.  Eddie can knock off twenty
               or thirty!  He's incredible.

     BACK ON SET

     Cameraman Bill leans in to Ed.

                             CAMERAMAN BILL
               Hey Ed, shouldn't we do another take?
               Big Baldy kinda got stuck in the
               doorway.

                             ED
               No, it's fine.  It's real!  In
               actuality, Lobo would struggle with
               that problem every day.

                                                    WIPE TO:

     LABORATORY SET - LATER

     They are back on the completed lab set.  Beyond the bunsen
     burners and beakers is a kitchenette in the corner.

                             ED
               Wow, this lab looks great.  Except
               why is there a stove and
               refrigerator?

                             PAUL MARCO
               We couldn't afford any more props.
               If it seems weird, maybe you can add
               a scene where they eat dinner.

                             ED
               Nah, it'll work.  Where's Bela?

     Bela is asleep on a couch.  Ed nudges him.

                             ED
               Bela, are you ready?

                             BELA
                       (he groggily wakes up)
               Mmph?  Where am I?

                             ED
               You're shooting "Bride Of The Atom."
               Scene 85.

     Bela nods.  He stands up, then grimaces in pain.  So he pulls
     two BRIGHT LITTLE PILLS from his pocket and swallows them.

     Ed walks Bela onto the lab set.

                             ED
               You'll be sitting on the right.

                             BELA
                       (he glares at the sparking Tesla
                        coils)
               I'm not getting near that goddamn
               thing.  One of those burned me on
               "The Return Of Chandu."

                             ED
               Okay.  Then you'll be sitting on the
               left.

     Ed turns to Tor and Loretta.  She wears a wedding gown.

                             ED
               Here's the scene.  Loretta, you're
               in a trance.  You glide in and get
               on the operating table.  Now Tor,
               you're supposed to tie her down.  But
               you have an angora fetish... and
               when you rub that swatch of angora,
               it makes you refuse so Bela has
               to discipline you.

                             TOR
               Okey-dokey.

                                                    WIPE TO:

     SHOOTING - LATER

     The scene begins.

                             ED
               ACTION!

                             BELA (as VORNOFF)
               "Now we are ready for the girl."

     Bela does his patented hypnotic arm wave.  He actually has a
     powerful intensity.  Loretta staggers in, eyes glazed.  Like a
     zombie, she climbs onto the operating table.

                             BELA
               "Dear, you are a woman of super
               strength and beauty.  A lovely vision
               of exquisitely beauty -- shit!"
                       (he breaks character)
               Damn!  Eddie, I'm sorry I can't
               remember all this.  I'm an old man.
               It's too long.

                             ED
               That's fine, Bela.  We're still
               rolling.  Just say "Dear, you're
               lovely."

                             BELA
                       (he snaps back into character)
               "Dear, you're lovely."
                       (he turns to Tor)
               "Strap her to the table."

     Tor starts to tie Loretta down, then gets distracted by a piece
     of angora hooked to his waist.  He rubs it lovingly, calmed,
     then suddenly refuses.

     Bela is furious.

                             BELA
               "Do as I command you!"
         
     Bela pulls out an oversized BULLWHIP and starts WHIPPING Tor.
     Tor screams in agony.

                             BELA
               "I'll teach you to disobey me!"
         
     Bela chases Tor around the set, WHIPPING him.

                             ED
               And, CUT!!!  Impeccable!
         
     ON TOR
         
     He dances about happily.

                             TOR
               I love being movie star!
         
     Tor jubilantly hugs Loretta.  She grimaces.

                             LORETTA
               Ow.  Not so hard, Tor.

     ON ED

     A SURLY STAGE MANAGER strides over to Ed.

                             SURLY STAGE MANAGER
               Hey, Wood. Your check bounced.

                             ED
               Okay, I'll get you the money later.

                             SURLY STAGE MANAGER
               No.  I need it NOW.

     Ed nods grimly.  He grabs Loretta and takes her aside.

                             ED
               Sorry to bother you while we're
               shooting, but the guy who owns the
               stage needs his money.

                             LORETTA
               Well then you should pay him,
               shouldn't you?

                             ED
                       (he smiles)
               Yeah.  Exactly!

     There's a pause.  They stare at each other.

                             ED
               I kinda need it now.

                             LORETTA
                       (baffled)
               What are you looking at me like that
               for?  I already gave you my
               three hundred.

                             ED
               Yeah.  Well I need the other
               sixty-thousand.

                             LORETTA
               What other sixty-thousand?

                             ED
               The other sixty-thousand you said
               you'd give me.

                             LORETTA
               You misunderstood.  I gave you
               everything I have in the world:
               Three-hundred dollars.

     CLOSEUP - ED

     He looks like he s going to throw up.

                             ED
               Oh my God.

                                                    CUT TO:

     EXT. SOUNDSTAGE - DAY

     The large stage door SLAMS shut.

     Ed's disoriented cast and crew stand in the street.  Bela, Tor,
     and Loretta are still in costume.

     Ed looks totally dazed.  He blinks in the bright sunlight.

                                                    CUT TO:

     INT. BROWN DERBY - NIGHT

     We're back at the Brown Derby, for another backers party.  The
     same banner is hanging: "BRIDE OF THE ATOM -- NEXT YEAR'S SMASH
     HIT!"

     The whole crowd is there, dressed up.  Bela sits in the corner,
     knocking back a drink.

                             BELA
               Here we go again.

     Paul whispers to Bunny.

                             PAUL MARCO
               So is Dolores coming?

                             BUNNY
                       (very catty)
               I can't imagine why.  I wouldn't put
               up with a boyfriend who sold me out
               for three-hundred dollars...!

     ON ED

     Ed stands with a circle of POTENTIAL BACKERS.  He has an edge
     of desperation we've never seen before.

                             ED
               ...lemme tell you, you can't lose.
               It's scary!  And if you don't like
               that, it's romantic!  Bela Lugosi
               portrays Dr. Vornoff, and lovely
               ingenue Loretta King is reporter
               Janet Lawton.

                             POTENTIAL BACKER
               Hmm.  Lugosi looks pretty old.
                       (he squints across the room)
               Which role is Vampira playing?

                             ED
               Vampira...?
                       (bewildered)
               Why do you ask??

                             POTENTIAL BACKER
               Well I see her standing over there.

     The guy points.  Ed turns and looks and Vampira is standing
     in the next room.  She's at a different party.

                             ED
               Well... she's playing --
                       (beat)
               Could you excuse me one moment??

     Ed dashes from the room.

     NEXT ROOM OVER

     Vampira is drinking with a bunch of artsy-fartsy types.  She's
     in street clothes, but clearly recognizable.  Ed runs up.

                             ED
               Excuse me, Miss Vampira?

                             VAMPIRA
               Yes?

                             ED
                       (sweaty)
               You don't know me, but my name is Ed
               Wood.  I'm a film producer.  I'm
               currently in production on a
               science-fiction piece, with Bela
               Lugosi and Swedish wrestler Tor
               Johnson.  And I saw you here, and I
               thought: Kismet!

     Vampira stares, totally uncomprehending.

                             VAMPIRA
               I don't understand.  Do you want my
               autograph?

                             ED
               No.  I think my film is perfect for
               you.

                             VAMPIRA
               You want me to show it on my TV
               program?  Well I got nothing to do
               with that.  You should call up the
               station manager at Channel Seven --

                             ED
                       (unyielding)
               No!  I don't want you to show the
               movie, I want you to be in it!  See,
               maybe I should explain: We started
               shooting, but then after three days
               we got shut down.  So we're having
               a backers party, to raise some more
               money.  Perhaps you'd like to come
               next door and meet some of the
               backers...?

     Vampire glances at her friends.  They uncomfortably turn away.

                             VAMPIRA
               Uh, look, I'm with some friends, and
               we're about to eat --

                             ED
                       (begging)
               Please!  It'll only take a minute.
               You can have some hors d'oeuvres, and
               meet my backers!  There's a really
               nice dentist from Oxnard...

                             VAMPIRA
                       (pissed off)
               Look buddy, I'm a big star.  I've got
               real offers from real studios.  I
               don't need to blow some dentist for
               a part.  So forget it!

     BACK AT THE PARTY

     The backers glance into the next room.  Ed is in front of
     Vampira, begging on his hands and knees.

                             BACKER
                       (to another backer)
               I'm getting a bad feeling about this.
               Let's get out of here.

     The backers pick up their coats.  Through the doorway, Ed sees
     this.  He jumps up and frantically runs back in.

                             ED
               Where are you guys going?!  You can't
               leave!

                             BACKER
                       (running out)
               Goodbye, Mr. Wood.

                             ED
                       (insane)
               You can't go!  You haven't seen the
               storyboards!

     The backers run out of the room. They're gone.
     Ed shouts after them.

                             ED
               Fine!  SCREW YOU!  If you don't have
               the balls to roll the dice, then I
               don't want your stinking money!!

     No response.

                             ED
               Please, come back!

                                                    CUT TO:

     EXT. ED AND DOLORES' HOUSE - DAY

     Ed and Dolores are being evicted.  Their belongings are
     scattered in front.  They bitterly carry furniture out of the
     house.  Ed stumbles and slurs his speech.  He is drunk.

                             ED
               Goddamn landlord.

                             DOLORES
               I told you this was gonna happen.

                             ED
               Maybe if you'd come to the backers
               party, I would've gotten the money.

                             DOLORES
               That's moronic.  Why would a bit
               player impress a backer?

                             ED
                       (he starts yelling)
               Look, how many times can I say I'm
               sorry?  I blew it!  I thought she was
               rich.

                             DOLORES
               That's a good reason to dump your
               girlfriend.

                             ED
               I didn't dump you!  Get it through
               your skull -- I just recast the part!

     Ed drops the furniture.  He flops onto the sidewalk.

                             DOLORES
               You're a fuckin' mess.

                             ED
               So WHAT??  Look, we gotta figure out
               where we're gonna stay.

                             DOLORES
               I'm going to my mother's.

                             ED
               Does she have room for me?

     Dolores shakes her head.

                             DOLORES
               I think you should stay with one of
               your friends.

                                                    CUT TO:

     EXT. TOWERING TEMPLE - NIGHT

     Ed and Bela stroll through a parking lot.  Ed is sobered up and
     remorseful.  Bela wears a beret and smokes a huge cigar.

                             ED
               Bela, I don't know what I'm doin'
               anymore...

                             BELA
               Stop worrying.  This is going to
               raise your spirits.

     They reach the strange entrance to an avant-garde, Eastern
     based quasi-religious temple.  Bela puts out his cigar, and
     they enter the oversized doors.

     INT. TEMPLE - SAME TIME

     Sphinxes and Bodhisatvas peer down from the marble walls.  A
     service is in progress.  A wiry, enigmatic LECTURER speaks.

                             LECTURER
               Thou eternal sun, who has covered the
               consciousness with thy golden disc,
               do thou remove the veil so that I may
               see the truth within?

     Bela leads Ed to a seat, stepping past men in fezzes and odd
     elderly women in fur coats.  As the lecture continues, Ed
     WHISPERS in bafflement.

                             ED
               What is this place?

                             BELA
               This is the Philosophical Research
               Society.  A refuge for free thinkers.
               I've been coming here for twenty
               years.

                             LECTURER
               ...for the truth which is within thee
               is within me.  And I am Truth.

                             BELA
               Most people in this country, they
               know nothing, about Eastern mysticism.
               They are afraid of it.
                       (beat)
               But I am open-minded.  It gives me
               hope.

                             LECTURER
               We have the wisdom to govern and the
               divine right to inherit the earth in
               good condition.  We have the power
               to build worlds.

     Ed leans in to Bela.

                             ED
               Was I wrong to cast Loretta?

                             BELA
               Bad decisions are easy to live with.
               Forget.  Just keep looking forward.

                             ED
               But was it a bad decision?  At the
               time, I thought her money would save
               the movie.

                             BELA
               Eddie, you screwed up.

                             ED
                       (he nods)
               Yeah, I did.

                                                    CUT TO:

     LATER

     The lecture is over.  The speaker shakes hands with people.
     Bela leads Ed along.

                             BELA
               In life, the decisions that haunt you
               are the ones where you just don't
               know... where right or wrong will
               never be answered.
                       (beat)
               Years ago, the Hungarians contacted
               me.  The government wanted me to come
               home, to be Minister of Culture.

                             ED
               Really?

                             BELA
               It was a very impressive offer.
               Fancy offices, a big home... I'd be 
               treated like a king.

                             ED
               So why didn't you do it?

                             BELA
               I didn't know if it was a trick.
               They might arrest me and throw me in
               a gulag.
                       (pause)
               I am Hungary's most famous emigrant.
               they'd use me as a lesson to anyone
               who tries to leave.

                             ED
               But maybe not.

                             BELA
               Correct.  So instead, I stayed here,
               waiting for my comeback.  Always
               hoping... the next film, the next
               film... that would be the one.

     They reach the exit.  Ed stops in the huge doorway.

                             ED
               Your next film.  That will be the
               one.

     Bela smiles sweetly.

                                                    CUT TO:

     INT. MCCOY MEATPACKING PLANT - DAY

     We're in a noisy meat-packing plant.  WORKERS in blood-stained
     aprons slam cleavers into hunks of beef.

     Ed walks down an aisle with DONALD E. McCOY, a wealthy Texan
     meat man.  Old Man McCoy is a tough-talking, tobacco-chewing,
     straight shooter.

                             ED
               ...and then Dr. Vornoff falls in the
               pit, and his own octopus attacks and
               eats him!  The End.

                             OLD MAN McCOY
               Whew!  That's quite a story.  So you
               made the movie, and now you want to
               make it again?

                             ED
                       (gently correcting him)
               No.  We shot ten minutes of the
               movie, and now we're looking for
               completion funds.

                             OLD MAN McCOY
               Son, you're too vague.  I come from
               the world of business.  I need to
               know what I get for my investment.

                             ED
               Movies are very popular.  You could
               make a lot of money.

                             OLD MAN McCOY
               Yeah, but most of 'em flop, don't
               they?  What am I tangibly guaranteed?

                             ED
               Well... you get "Executive Producer"
               credit.

                             OLD MAN McCOY
               That don't mean diddley.
                       (he suddenly SHOUTS angrily)
               BILLY BOB!  You're cutting 'em TOO
               LEAN.

     McCoy grabs a CLEAVER from a worker and slams it into a chop.

                             ED
               Mr. McCoy, how can I make you happy?

                             OLD MAN McCOY
               Cut to the chase, heh?  That's good!
               That's very good.

     McCoy SPITS his tobacco.

                             OLD MAN McCOY
               Okay, two things.  Number one: I want
               the movie to end with a big
               explosion.  Sky full of smoke.

                             ED
               But the story ends with Dr. Vornoff
               falling in the pit --

                             OLD MAN McCOY
               Not anymore.  And number two: I've
               got a son.  He's a little slow -- but
               a good boy.  And something tells me
               he'd make a hell of a leading man...

     Under Ed's cheery frozen smile, his face clearly falls.

                                                    CUT TO:

     INT. SALT LAKE CITY AUDITORIUM - NIGHT

     We're at a ROWDY wrestling match.  Tor Johnson is in the middle
     of a screaming, four-man tag-team event.  Tor THROWS his
     opponent to the ground; then tags with his partner and goes to
     the corner.

     Suddenly a WRESTLING COACH runs up, dragging a telephone on a
     very long cord.

                             WRESTLING COACH
               Tor, you got a phone call!

                             TOR
               Heh?  NOW?

                             WRESTLING COACH
               They said it was an emergency!

     He hands sweaty Tor the phone.  Tor speaks into it.

                             TOR
               Hallo?

                             ED'S VOICE
               Tor, this is Ed!  Glad I could find
               you!  I got the money, and we resume
               shooting tomorrow morning!

                             TOR
               But I'm in Utah.

                             ED'S VOICE
               Then you'll have to drive all night!
               I'm counting on you, big guy.
               Breakfast is at seven.

     CLICK.  Ed hangs up.  Tor is flabbergasted.

                                                    CUT TO:

     INT. SOUNDSTAGE - EARLY MORNING

     "Bride Of The Atom" is back in production!  Ed's stock company
     is reunited.  People drink coffee and gossip.

                             PAUL MARCO
               This is unbelievable!  I woulda bet
               a million bucks that Ed wouldn't
               finish this picture.

                             CAMERAMAN BILL
               It ain't finished yet.  Anything
               could happen.

     The stage door opens and standing there, in silhouette, is
     Dolores.  Everybody quiets.  People glance nervously at
     Loretta.

                             BUNNY
               Uh-oh.  Stay out of scratching
               distance.

     AT DOLORES

     Ed runs over.  Dolores is beautifully made-up, and wearing a
     furry angora sweater.  Ed speaks, awkwardly.

                             ED
               Honey, you made it! I wasn't sure
               you got my message.

                             DOLORES
                       (icy)
               Of course I'm here.  Today is the
               file clerk's big scene.

                             ED
               That's right...

                             DOLORES
               I see the usual gang of misfits and
               dope addicts are here.
                       (she looks around)
               Say, who's the lug?

     In a corner, standing by himself, is dumb TONY McCOY, Old Man
     McCoy's worthless son.  He's a good-looking, moody hunk.  Tony
     is practicing his lines from a script, but he's terribly stiff.

                             TONY
               "Now Janet, I want you straying away
               -- oops -- staying away from the old
               Willows Place."

      Ed shrugs.

                             ED
               That's Tony McCoy.  He's playing
               Lieutenant Dick Craig.

                             DOLORES
               Oh really?  How much money did he put
               up?

                             ED
               None.
                       (beat)
               But his dad gave me fifty grand.

                             DOLORES
                       (snide)
               Wood Productions.  The mark of
               quality.

                             ED
               Hey, the movie's getting made.
               That's the main thing.

     Dolores shakes her head contemptuously.  Then she strides off.

     Ed stands alone, feeling bad.

                                                    WIPE TO:

     ON STAGE

     The set is a one-wall "office hallway": A doorway and a water
     cooler.  Loretta sits in a make-up chair, as Harry works on
     her.

                             DOLORES (O.S.)
               Hey Harry -- long time no see.

     Harry turns, surprised.  Dolores stands behind him.  There's a
     thick tension.  He smiles anxiously.

                             MAKE-UP MAN HARRY
               Hi Dolores...

                             LORETA
               Oh, you're Dolores?!  I've heard so
               much about you!  I'm Loretta King.
                       (she chipperly jumps up)
               Here, take the chair.

                             DOLORES
                       (bitchy)
               Don't be silly -- let Harry finish.
               You still need more work.

                             LORETTA
               No, I'm done.  All I needed was a
               touch-up.

                             DOLORES
               Mm, that mole still shows.

     Loretta frowns.  Ed quickly steps in.

                             ED
               Ladies!  You both look fine.  Why
               don't we talk about the scene?
                       (beat)
               Okay.  Janet Lawton has discovered
               that Dr. Vornoff bought the old
               Willows estate.  So now she wants to
               prove that all the monster stories
               are true.

     Dolores nods sourly.  She s in a trouble-making mood.

                             DOLORES
               Eddie, what's my motivation?

                             ED
                       (thrown off)
               Oh.  Er... well you're the file
               clerk.  You're hurrying into the
               next room, when you bump into Janet.

                             DOLORES
               But what's our relationship?  Are
               we good friends, or is she just a
               casual acquaintance?

                             ED
                       (annoyed)
               Dolores, I got five days to shoot
               this movie.  Quit kidding around.

                                                    WIPE TO:

     INT. SCREENING ROOM - NIGHT

     We're watching DAILIES.  Projected ON SCREEN, a camera
     assistant claps the slate.  We hear Ed yell: "Action!"

     Loretta hurries down the hallway.  Dolores sees her run past
     and shouts out.

                             DOLORES (as File Clerk)
               "Janet, the boss has been looking
               for you."

                             LORETTA (as Janet Lawton)
               "Thanks."

     Loretta runs out.  Dolores just stands there.  We HEAR Ed:
     "CUT!  PERFECT!"

     Dolores turns deadpan to the camera.

                             DOLORES
               Of course it was.

     The FILM runs out.

     ON THE AUDIENCE

     The screening room lights come up on the crew.  Ed sits in
     gloomy haze.

     Suddenly, there's loud CLAPPING from the back of the room.

                             CRISWELL
               Bravo!  Bravo!  Magnifico!

                             ED
                       (he smiles)
               Cris, you made it.  Thanks a lot.

                             CRISWELL
               My pleasure.  I'm always happy to
               assist in a little larceny.

                                                    CUT TO:

     INT. CADILLAC - NIGHT

                 g pink Cadillac convertible races down the
            Ed and Criswell are in front, and Tor, Conrad and Paul
                 to the back.

                             TOR
               My head is cold.

                             CRISWELL
               You know how much this car cost me?

                             CONRAD
               Ten thousand dollars.

                             CRISWELL
               ONE DOLLAR!  Miss Mae West
               herself sold it to me.  She said,
               Cris, you belong in a pink
               Cadillac!

     Criswell turns to Ed.

                             CRISWELL
               Incidentally, you promise you're not
               going to scratch my car...?

                             ED
                       (cocky)
               I told you, the octopus is made of
               rubber.  This is a piece o' cake.

     EXT. REPUBLIC STUDIOS - NIGHT

     The five men climb over a fence.  They're breaking into
     Republic Studios.  Paul is panicked.

                             PAUL MARCO
               Ed, you said you were getting
               permission.

                             ED
               Uh, I couldn't reach the guy... he
               was in meetings all day.  But this'll
               be great, I promise!

     Ed smiles at Conrad.  Conrad shrugs.  Tor struggles.

                             TOR
               I'm no good at climbink.

     Tor gives up, and simply BASHES through the locked gate.
     Everyone is amazed.  Tor laughs.

                             TOR
               I'm good at bashink!!

                             CRISWELL
               Hey, keep it down.  My publicist will
               throttle me if we get caught.

     They all sneak across the shadowy lot.  Remnants of old scary
     sets tower over them.

     OUTSIDE A SOUNDSTAGE

     They reach a stage door. Ed tries it -- but it's locked.

                             ED
               Oh.  I thought they kept this open.

     A pause.  Everyone looks at Tor.  He grins.

                             TOR
               Lobo will fix!

     Tor grabs the heavy door and easily SNAPS the lock.

     INT. SOUNDSTAGE - SAME TIME

     This place is the mythic eclectic prop room.  Guillotines,
     rocketships, a stuffed vulture... strange mysterious props from
     untold movies loom everywhere in the darkness.

     It's a place of wonderment and fear.

     The men stare in awe.

                             CONRAD
               Wow.

                             PAUL MARCO
               This place gives se the creeps.
               Let's get the hell out of here.

                             ED
               Not so fast.  First we have to get
               it down.

     Ed gestures above.  Everyone glances straight up.

     THEIR POV

     A giant OCTOPUS is lashed to the ceiling.

                                                    CUT TO:

     LATER

     Conrad and Criswell are way up on the catwalk, holding onto
     dangling Paul by his belt.  Paul leans way out, reaching for
     the octopus.  He shouts nervously.

                             PAUL MARCO
               You're sure this is gonna work?

                             ED (O.S.)
               Yes!

                             PAUL MARCO
               You're sure???

                             ED (O.S.)
               YES!  JUST DO IT!

     WIDE VIEW

     Standing straight below is Tor.  The Swede has his arms
     outstretched, waiting.

     Ed supervises a good distance away.  He motions to Paul.

     Paul gulps, then unties the octopus.

     It drops incredibly fast.  The thing must weigh half a ton.

     Tor's eyes widen.

     And the octopus smashes straight on top of him.

     BAM!

     Tor is gone from sight.  One of the eight tentacles snaps off.

     UP IN THE CATWALK

     Criswell moans.

                             CRISWELL
               Oh my God.  We killed him.

     ON THE GROUND

     Ed runs to the octopus and looks for Tor underneath.

                             ED
               Tor!  Are you okay?!

     A beat.  And then the octopus flips over.  Tor sits up,
     battered but smiling.

                             TOR
               Bedder than wrestlink!

     EXT. REPUBLIC STUDIOS - NIGHT

     The five men hurry across the lot, carrying the hubongous
     octopus on their shoulders.

     Suddenly, a FLASHLIGHT shines on them.

                             ANGRY VOICE
               Hey!  What are you doing?!

     The men jump with fear.  They break into a fast waddling run.

                             CRISWELL
               Thank God Tor broke the fence.

     The team runs through the busted gate and escapes.

     EXT. STUDIOS - NIGHT

     The Cadillac SCREECHES away.  The octopus flops on top of the
     five men.

                                                    WIPE TO:

     EXT. GRIFFITH PARK - NIGHT

     The movie crew is setting up for a big night shoot.  Lights and
     generators are sprawled across this isolated area.

     Tony McCoy perches goofily on his own personalized chair.  He
     runs lines by himself.

                             TONY
               "Now Janet, I want you staying away
               from the old Willows Place."

     The octopus lays in a dried-up riverbed.  There's only about an
     inch of water.  Ed yells at Conrad.

                             ED
               You don't understand!  The octopus
               is supposed to live in a lake!

                             CONRAD
               This is kind of a stream--

                             ED
               NO!  It has to be UNDERWATER!

     Ed storms away.  Conrad scratches his head.

     IN A DUSTY PARKING LOT

     Bela sits inertly in the back of an open car.  He weakly hails
     over Ed.

                             BELA
               Eddie, I'm so tired... I don't know
               if I can handle a night shoot...

                             ED
               Nonsense!  You look great --
                       (suddenly he catches himself; he
                        speaks more sincerely)
               Look, uh, why don't you lie down and
               take a little nap?  We'll film around
               you for a while.

                             ED
               Thanks, buddy...

     Ed smiles warmly, then walks off.

     Bela stares after him, then absent-mindedly searches through
     his pockets.  Finally, he finds what he's looking for -- a
     rubber tube.  Bela looks to make sure no one's around, then
     ties the tube around his upper arm...

     AT THE SET - LATER

     Crew members have dammed up the end of the river, and Bunny
     fills it with a hose.  There is now a foot of water.

     Ed stands at the shore, admiring it.

                             ED
               Hey.  This is looking good!
                       (he turns to Paul)
               Paul, where's the octopus motor?

                             PAUL MARCO
               What octopus motor?

                             ED
               You know, to make the legs move --

                             PAUL MARCO
                       (defensive)
               Hey, don't blame me!  You didn't say
               anything about no motor when I was
               up on that ceiling!

     Bela stumbles up, with a dazed smile.

                             BELA
               Let's shoot this fucker!  Where do
               I go?

                             ED
               You'll be fighting with the octopus.

                             BELA
               Out there?!
                       (he points at the water)
               What happened to the stream?

                             ED
               This'll look a lot better.  We have
               to match the stock footage of the
               octopus underwater.

                             BELA
               Oh, for Christ's sake.

     Bela rolls up his pants and wades out, into the water.  He
     screams.

                             BELA
               Goddamn, it's cold!

                             ED
               Once you're in it, it warms up.

                             BELA
               Fuck you!  You come out here.
                       (beat)
               Hey, toss me that J.D.

     A crew member throws Bela a bottle of Jack Daniels.

     Bela pops the cap and chugs half the bottle in one swig.  He
     licks his lips, then climbs onto the octopus.

                             BELA
               Okay!  How do we turn this thing on?

                             ED
               Bela, somebody misplaced the motor.
               So when you wrestle the octopus,
               shake the legs a bit, to make it look
               like it's killing you.

     Bela stares, deadpan.

                             BELA
               Do you know I turned down
               "Frankenstein"?

                             ED
               Huh?

                             BELA
               After I did "Dracula," the studio
               offered me "Frankenstein"!  But I
               turned it down, the part wasn't sexy
               enough.  It was too degrading for a
               big star like me.

     The crew glances at Ed.

                             ED
               Bela, I've got twenty-five scenes to
               shoot tonight.

                             BELA
               Don't let me slow you down.

                             ED
               Alright!  Let's put it on film.
               CAMERA!  SOUND!

     Bela takes another swig of J.D., then throws it off-camera.

                             ED
               ACTION!

     Bela starts flailing around the octopus legs and SCREAMING in
     horror.  This image is truly ridiculous.     

     Ed is pleased.                              

     Some crew members nod: Pretty good.         

                             ED
               And CUT!                                    

     Everybody cheers.

     Then suddenly the dam walls BURST.

     WHOOSH!  The water rushes from the lake and floods the park
     below.

                                                    WIPE TO:

     EXT. DINKY SOUNDSTAGES - EARLY MORNING

     Crew members straggle in for the final shoot.  Everybody looks
     bleary-eyed from last night.  Ed stands cheerily at the
     entrance, greeting them.

                             ED
               C'mon!  Just one more day!  Just have
               some coffee, you'll feel better!

     Tony staggers up.

                             TONY
               Mr. Wood, I only got one hour of
               sleep.

                             ED
               Yeah?  Well I got no sleep, and I
               feel great!

     Ed sees Bela slowly shuffling along. Ed runs over to him.

                             ED
               Bela.  I just wanna thank you again
               for last night.

                             BELA
                       (exhausted)
               That's fine, Eddie.  All in the line
               of duty.

                             ED
               No.  Seriously.  I want you to know
               how much I appreciate what you've
               done for me.  A great man like you
               shouldn't have to run around in
               freezing water at four in the
               morning.

                             BELA
               Well, there aren't too many other
               fellas I'd do it for...

                             ED
                       (he smiles, then pulls out a
                        script page)
               I wrote something special for you.
               I got to thinking about all the
               sacrifices you've made... and so I
               wrote you a new final speech.

     Ed hands him the paper.  Bela starts reading it, as Ed watches
     anxiously.  Bela is very touched.

                             BELA
                       (still reading)
               Eddie, this is quite a scene.

                             ED
               I know it's a lot to give you at the
               last second.

     Bela looks up.

                             BELA
               These lines -- I'll have no problem
               remembering.

                                                    WIPE TO:

     INT. SOUNDSTAGE - DAY

     They are shooting.  Ed watches off-camera, as Bela acts a
     somber scene with an actor playing PROFESSOR STROWSKI, a
     threatening European.

                             STROWSKI
               "Our government wants you to
               return... to continue your
               experiments there.  Where you can
               have everything at your disposal."

                             BELA (as VORNOFF)
               "My dear Professor Strowski, twenty
               years ago I was banned from my home
               land.  I was classed as a madman --
               a charlatan -- outlawed in the world
               of science which previously honored
               me as a genius!"
                       (he gets very subdued)
               "Now here in this forsaken jungle
               hell, I have proven that I am
               alright."

                             STROWSKI
               "Yes, the authorities have learned
               how correct your findings were.  So
               I am here -- sent to bring you home."

                             BELA
                       (impassioned)
               "Home.  I have no home.  Hunted...
               despised... living like an animal
               -- the jungle is my home!  But I
               will show the world that I can be
               its master.  I shall perfect my own
               race of people -- a race of atomic
               supermen that will conquer the
               world!"

     It's an incredible performance of crowning tragedy.  Bela is
     totally drained.

     CU - ED

     He is very moved.  He whispers, barely audible.

                             ED
               Cut.  It's a wrap.

                                                    CUT TO:

     INT. MEAT PACKING PLANT - NIGHT

     The wrap party is being thrown in the meat packing plant.
     People laugh and shout and carry on.  Tor pours booze in the
     punch.  R&B MUSIC plays.  Old Man McCoy dances with Loretta.
     Bunny dances with a young stud.  Dolores stands by herself.

     Bela and Criswell are giggling.

                             CRISWELL
               So you sleep in coffins?!

                             BELA
               Yes.  There is nothing more
               comfortable.

                             CRISWELL
               I can't believe this!  I sleep in
               coffins!

                             BELA
               No.

                             CRISWELL
               YES!  My father ran a mortuary --
               it's an old habit!

     They CLINK beers.

     EXT. MEAT PACKING PLANT - SAME TIME

     Outside, Vampira and two GIRL FRIENDS walk up.  They peer at a
     tin sign.

                             GIRLFRIEND #1
               "McCoy Meat Packing"?  Are you sure
               there's a party here?

                             VAMPIRA
                       (holding an INVITATION)
               Yeah, I got this invitation.  It's
               a "Bride Of The Atom" party, whatever
               that means.

     They open the large steel door, and INSIDE is the wild bash.

     INT. PARTY

     Across the room, Paul and Conrad chat.

                             PAUL MARCO
               "Glen Or Glenda," now that was a hell
               of a picture.

                             CONRAD
               Well, this new one's gonna be a
               hundred times better.

                             PAUL MARCO
               Is that possible?

     Dolores overhears this.  She stares in disbelief.

     AT THE TURNTABLE

     Someone changes the record.  Brassy STRIPPER MUSIC begins.

     A door opens, and Ed struts out, in full gaudy drag.

     Everybody turns.  They start WHISTLING and HOLLARING.

     Ed grins, and starts into a wacky bump-and-grind.

                             VOICE
               Go, baby, go!

     Bunny runs up and sticks a dollar bill between Ed's fake tits.
     People LAUGH hysterically.

     Dolores is appalled.

     Ed shimmies to the music, blowing kisses all around.  He sees
     Vampira and waves.

     Vampira's jaw drops in recognition.

                             VAMPIRA
               I don't believe it.  It's him!

     Ed sashays up to Bela and dances a few steps with him.  The
     music is building to a climax.  Ed hurries off to center stage
     -- and as the MUSIC ENDS, he does a final swing of his hips,
     then suddenly yanks out his teeth!

     This brings down the house.  Everyone STAMPS their feet and
     CLAPS crazily.

     ANGLE - DOLORES

     Everyone, except Dolores.  Suddenly, she explodes.

                             DOLORES
               You people are INSANE!  Take a look
               around -- you're all FREAKS!

     The room quiets.  Dolores has snapped.

                             DOLORES
               You're wasting your lives making
               SHIT!  Nobody cares!  These movies
               are TERRIBLE!
                       (beat)
               I can't take it any longer!

     The group is shocked.  Nobody speaks.

     Dolores runs out of the party.

     Ed just stands, dumbstruck.  Then he chases after her, in his
     high heels and dress.

     EXT. MEAT PACKING PLANT - SAME TIME

     Dolores runs across the parking lot, in tears.  Ed catches up
     with her.

                             ED
               Dolores, wait!

                             DOLORES
               Ed, it's over.  I need a normal life.

                             ED
                       (hurt)
               Did you really mean those things you
               said..?

     Dolores stops.

                             DOLORES
               I'm tired of living on the fringe.

                             ED
               But you used to say --

                             DOLORES
               Ed... I just stuck it out so you
               could finish your movie.
                       (pause)
               Now that it's done, so am I.

     She turns and walks away.  Ed is crushed.  He stands
     motionless, in his dress, in the dark.

                                                    CUT TO:

     INT. ED'S NEW APARTMENT - DAY

     Ed's new home is a single apartment, still filled with moving
     boxes.  Half-eaten plates of food are scattered about.  Ed lies
     asleep in bed, unshaven, in the middle of the day.

     The phone RINGS.  Ed awakens and woozily answers it.

                             ED
               Yeah...

                             TOR (on phone)
               Ed, dit I wake you?  It's two in
               avternoon.

                             ED
               No, I was just doin' a little work...

                             TOR (on phone)
               Bullchit!  You been like dis too many
               days.  I want to cheer you up.

     EXT. TOR'S HOUSE - NIGHT

     Ed drives his Nash though a tract Valley neighborhood and
     reaches Tor's little house.  Ed gets out, still looking groggy.
     He walks up the tulip-lined path and rings the DOORBELL.
     Clanging SWEDISH CHIMES bong inside.

     The door flies open, and Tor appears, beaming.

                             TOR
               Edvard, you come!

     Tor gives Ed a back-breaking hug.

     INT. TOR'S HOUSE - SAME TIME

     Ed steps in.  The house is filled with cuckoo clocks and little
     Swedish knick-knacks.  Tor gestures proudly.

                             TOR
               I'm so happy you visit.  Meet my
               family!  Greta, Karl, and Connie!

     THREE COLOSSAL PEOPLE lumber out.  Tor has the largest family
     we've ever seen.  Not fat -- but big-boned.  GRETA is Tor's
     gigantic Swedish wife, and KARL and CONNIE are their two
     elephantine children.  They ADLIB greetings: "Hallo!"
     "Welcome!" "Is a pleasure!"

     Ed cannot believe what he's seeing.

     INT. DINING ROOM - NIGHT

     Everyone noisily eats dinner.  The table looks like a
     Smorgasbord.  Entire hams, turkeys, a full case of beer,
     incredible quantities are being shoveled in.  Tor empties a
     beer in one gulp, then opens another.

                             CONNIE
               Pass the meatballs.

                             KARL
               This strudel is delicious, Mama.

     Ed is stupefied.  He picks at a little dainty serving.

                             TOR
               Hey!  You're not eatink.

                             ED
               Uh, I don't have much of an appetite
               lately.

                             TOR
               The food will make you feel bedder.
               Look at me -- I'm da happiest guy I
               know!

     All the Johnsons CHUCKLE.

                             ED
               I'd be happy too, if I had such a
               great family.

                             TOR
               Don't worry.  You just haven't met
               right woman yet.
                       (beat)
               Oopsy.  That cabbage goes right
               through me.

     Tor stands and hurries from the room.  Ed awkwardly makes
     conversation.

                             ED
               Greta, your husband is a terrific
               actor.  You should come down and
               visit the set.

                             GRETA
               I don't think so.

                             ED
               No, it's really no problem at all!

                             GRETA
                       (steely)
               I do not approve of what you do with
               my husband Tor.  He is not a monster.
               These horror pictures are
               humiliating.

     Ed has no response.  Suddenly -- CRASH!  There's a loud o.s.
     SLAM, falling porcelain, then Tor SHOUTS FURIOUSLY in Swedish.

                             TOR (O.S.)
               OUCH!  GODDAMMIT!

     Earl and Connie begin giggling. Ed is totally baffled.
     Tor runs out, angrily holding a BROKEN TOILET SEAT.  It is
     split in two.

                             TOR
               Look, it happened again!

     Ed is boggle-eyed.  This house is sadness.

                             ED
               Tor, I should be getting home.

                             TOR
               Nonsense!  You must try our hot glug.

                                                    DISSOLVE TO:

     LATER

     It's very late.  Tor and Ed sit in the living room, drinking
     from a steaming pot of hot stilled wine.  They are smashed.

                             TOR
               My friend, you tink Greta is first
               woman I ever see?  No!  Many duds,
               before I find her.

                             ED
               But I thought me and Dolores had
               something.

                             TOR
               Forget her!  Move on.  A good lookink
               boy like you as you can have any girl
               you wish.

     Tor finishes his glug, and then his eyes roll back into his
     head, and he falls off the couch.  He starts SNORING.

     Ed stares at Tor, then gets up.  Ed turns off the lights and
     goes home.

                                                    CUT TO:

     INT. ED'S APARTMENT - LATE NIGHT

     Ed smokes a cigarette and watches TV.

     ON THE TV

     Vampira is doing her shtick.

                             VAMPIRA (on TV)
               Ooo!  That was so scary, it gave me
               goosebumps.
                       (someone QUACKS os.; she
                        pretends to be angry)
               No, dummy!  I didn't say "goose," I
               said "goosebumps."  Ugh!  Well, be
               sure to join me next week, for
               "THE MUMMY'S CURSE."  Until then...
               pleasant nightmares.

     Vampira blows a kiss, then disappears into the mist.  A USED
     CAR COMMERCIAL abruptly comes on.

     ON ED

     He stares at the TV, then picks up the phone.

                                                    CUT TO:

     INT. TV STUDIOS - SAME TIME

     Vampira is walking off stage.  She removes her black wig.

                             VAMPIRA
               God, we need some better jokes on
               this show.

     A PRODUCTION ASSISTANT carries over a phone.

                             ASSISTANT
               Vampira, you got a phone call.

                             VAMPIRA
               At this hour?
                       (she takes the phone)
               Hello?

                             ED'S VOICE
               Vampira!  Hi, this is Ed Wood.

                             VAMPIRA
               Who?

                             ED'S VOICE
               Ed Wood!  You came to my party.  I
               directed "Bride Of The Atom"!

                             VAMPIRA
               Oh.  Yeah.  You.

     Ed pauses, nervously.

                             ED'S VOICE
               Well, I was wondering if maybe
               sometime you'd like to go out, and
               maybe grab some dinner.

                             VAMPIRA
               You mean like a date?  I thought you
               were a fag.

                             ED'S VOICE
               ME?!  No, uh, I'm just a
               transvestite.

                             VAMPIRA
               Isn't that the same thing?

                             ED'S VOICE
               No, no!  I like girls.  So how 'bout
               Friday?

                             VAMPIRA
                       (uncomfortable)
               Look, you seem like a nice guy, Ed,
               but you're just not my type.
                       (beat)
               But keep in touch.  Let me know when
               your movie opens.

                                                    CUT BACK TO:

     CLOSEUP - ED

     Click.  The phone hangs up.  Poor Ed just stands there,
     forlorn.

                                                    CUT TO:

     EXT. CITY STREET - DAY

     Ed shuffles down the street, Mr. Lonely Guy, feeling sorry for
     himself.

     He glances in a coffee shop, and sees a sweet young woman
     inside.  Her name is NORMA McCARTY.  She wears a bow in her
     hair, Mary Jane shoes, and a fuzzy white angora sweater.

     Ed's eyes widen.

     INT. COFFEE SHOP - SAME TIME

     Innocent Norma sits by herself, eating.

                             ED'S VOICE
               Excuse me.  Is that angora?

     Norma looks up.  Standing over her is Ed, smiling.

                             NORMA
               Why... yes.

                             ED
               Don't you think angora has a tactile
               sensuality lacking in all other
               clothing?

                             NORMA
               I suppose.  It's very expensive.

                             ED
               It's made from specially-bred rabbits
               that live in the Himalayas.

                             NORMA
               What are you, an angora wholesaler?

                             ED
               No, I work in pictures.  I'm a
               director-actor-writer-producer.

                             NORMA
                       (she laughs)
               Ah, c'mon!  Nobody does all that.

                             ED
               Two people do.  Orson Welles and me.

                             NORMA
               Wow.

                             ED
               You know, you're a very attractive
               girl.

     Norma blushes.

                             NORMA
               My goodness, you're embarrassing me.

                             ED
               You shouldn't be embarrassed by the
               truth.
                       (he smoothly sits down)
               Mind if I order some hotcakes...?

                                                    CUT TO:

     INT. CRISWELL'S CADILLAC - NIGHT

     Criswell and Paul drive at night.  They're dressed-up.  SWING
     MUSIC plays on the radio.

                             CRISWELL
               So who's the surprise for?

                             PAUL MARCO
               I dunno.  Ed was real mysterious.
               All he'd say was it's a surprise
               party.

                             CRISWELL
               Isn't that like him!
                       (beat)
               And isn't that like us -- that we
               show up anyway.

     They pull up to a GUARD GATE.  They're at a studio.

                             CRISWELL
               Excuse me.  We're here for the Wood
               party.

                             GUARD
               They've rented Stage 12.  Drive
               straight back.

     INT. SOUNDSTAGE - NIGHT

     There is another rambunctious party in progress.  Crepe paper
     streamers hang down.  Bela approaches Tor.

                             BELA
               So what are we doing here?

                             TOR
               Nobody knows.  But there's a lotta
               booze.

     Suddenly Ed steps into the middle of the room.  He's extremely
     handsome in his tuxedo, and beaming happily.

                             ED
               Excuse me!  Could everyone please
               quiet down?
                       (the room quiets)
               First of all, I want to thank you,
               all my good friends, for being here
               tonight.  And second, if you're
               wondering what the big surprise is...
               well, TONIGHT I'M GETTING MARRIED!!

     The crowd is stunned.

     Many people DROP their glasses.

     Ed proudly pulls out Norma.  She's in a wedding gown.

                             ED
               Everybody, this is Norma!

     ON BELA AND TOR

     They're bewildered.  Bela WHISPERS.

                             BELA
               Who the fuck is she??

                             TOR
               I never heard of her.

     Ed walks over.  He hugs Bela.

                             ED
               And Bela, I want you to be the best
               man!

     Bela smiles -- trying to hide his total confusion.

                                                    DISSOLVE TO:

     LATER

     The wedding is in progress.  The crowd is seated.  A MINISTER
     performs the ceremony with Ed and Norma.

                             MINISTER
               ...Norma, do you promise to love,
               honor, and cherish...

     IN THE CROWD

     Everybody is QUIETLY GOSSIPING.

                             BUNNY
               I didn't even know he had a
               girlfriend.

                             PAUL MARCO
                       (he taps him on the shoulder)
               I hear she's an actress who gave him
               money.

                             CONRAD
               Nah, I heard she's his childhood
               sweetheart from Poughkeepsie.

                             CRISWELL
               I predict it's Dolores in a mask.

     AT THE ALTAR

     The Minister is speaking to Ed.

                             MINISTER
               ...in sickness and in health, till
               death do you part?

                             ED
               I do.

                             MINISTER
                       (he smiles)
               Then I now pronounce you man and
               wife.

     Ed kisses Norma.

     The crowd doesn't applaud.  They're too baffled by this whole
     event.

                                                    DISSOLVE TO:

     THE RECEPTION

     Everyone's drinking and dancing.  Ed proudly introduces Norma
     to his buddies.

                             ED
               Norma, this is Bela -- Bela, this is
               Norma.  Norma, this is Tor -- Tor,
               this is Norma.  Norma, this is Paul
               Paul, this is Norma.

                             PAUL MARCO
                       (he can't resist)
               So how long have you known Eddie?

                             NORMA
                       (sweetly)
               Since Tuesday.

     Criswell grabs Ed and pulls him aside.

                             CRISWELL
               Edward, are you sure you know what
               you're doing?

                             ED
               Yeah.  It seems a little crazy, but
               sometimes you just know.  She's
               perfect for me.

     Outside, a car HONKS.

                             ED
               Oop, that's our cue!
                       (to Norma)
               Honey, we gotta go.  GOODBYE,
               EVERYBODY!

     Ed and Norma run out the door.  The crowd hurries after them.

     OUTSIDE

     Ed and Norma jump into his Nash.  It says "Just Married" and is
     festooned with dangling tin cans.  The car screeches away.  The
     cans RATTLE NOISILY, then slowly fade into the distance...

                                                    CUT TO:

     EXT. MOTEL - NIGHT

     We're at a desert roadside motel, the San Bernardino Arms.  A
     "Vacancy" light flashes.

     INT. MOTEL ROOM - SAME TIME

     Ed excitedly carries Norma over the threshold.  He throws her
     onto the bed, and they start ardently making out.

                             NORMA
               Eddie, I'm just a small-town girl.
               I've never done this before.

                             ED
                       (kissing her)
               Don't worry, I'll teach you.

     He helps her remove her wedding dress.  She is very shy.

                             NORMA
               Be understanding.  I don't know
               anything.

     Ed removes his jacket, then gestures to his shirt.  Norma
     nervously starts unbuttoning it.

     Ed bites his lip in anticipation.

     Norma opens the shirt... and inside, Ed is wearing a bra!

     Norma is horrified.

                             NORMA
               What the heck is THIS?!!

                             ED
               Honey, I have a little secret to
               share with you.

                                                    CUT TO:

     EXT. MOTEL - SAME TIME

     There's a loud woman's SCREAM.

     Then the door slams open, and Norma runs hysterically out,
     clutching her dress about her.

                             NORMA
               Stay away from me!  You're perverted!

     Ed runs out after her.

                             ED
               Please, be compassionate.  I'm your
               husband!

                             NORMA
               No you're not!  This marriage was
               never consummated.  I'm getting an
               annulment!

                                                    CUT TO:

     EXT. LOS ANGELES STREETS - LATE NIGHT

     Ed drives sadly through the streets, alone.  His car still says
     "Just Married," and the tin cans RATTLE behind him.

                                                    CUT TO:

     EXT. BELA'S HOUSE - LATE NIGHT

     Ed's car pulls up.  Ed stumbles out, yanks off the tin cans,
     and throws them in someone's trash.

     Ed despondently approaches Bela's.  Inside, a light glows, and
     the dogs BARK.

     Ed is relieved.  Bela's awake.  He BANGS on the door.

                             ED
               Bela, let me in!  Bela, it's Eddie.

     He keeps BANGING.  Finally the door opens -- and Bela stands
     there, shakily waving a gun!  Bela is doped up, glassy-eyed,
     and disturbingly haggard.

                             BELA
               Why are you here??

                             ED
               Shit!  Bela, what's with the gun?

                             BELA
               Why aren't you on your honeymoon?
               Where's Myrna?

                             ED
               Norma.  She changed her mind.  She
               doesn't wanna marry me.
                       (beat)
               Can you put down the gun?

     Bela weakly lowers the gun.

     INT. BELA'S

     Ed walks in, in a near-stupor.  Needles and drug paraphernalia
     are scattered about

                             ED
               What are you doing?

                             BELA
               I was thinking about killing myself.

                             ED
               Jesus Christ, what an evening.
                       (he looks around)
               What happened?

                             BELA
                       (near tears)
               Eddie, I received a letter from the
               government.  They're cutting off my
               unemployment.  That's all I've got.
               Without it, I can't pay the rent...

                             ED
               Don't you have any savings?

                             BELA
               I'm obsolete.  I have nothing to live
               for.  Tonight, I should die.
                       (distraught)
               And you should come with me.

     Frail Bela points the gun at Ed.  Ed is terrified.

                             ED
               Buddy, I don't know if that's such
               a good idea.

                             BELA
               It'll be wonderful.  We'll be at
               peace.  In the afterlife, you don't
               have to worry about finding work.

                             ED
               Bela, I'm on your side.  C'mon, give
               me the gun...
                       (he cautiously steps forward)
               If you give me the gun, I'll make you
               a drink.  What are you drinking?

                             BELA
               Formaldehyde.

     Ed stares in anguish.

                             ED
               Straight up or on the rocks?

     Bela drops the gun.  He starts weeping.

     Ed walks over and hugs the shaking old man.

                             ED
               Don't worry.

                             BELA
               I'm sorry, Eddie.  I'm so sorry.

                             ED
               Don't worry.  Everything's gonna be
               all right.

                                                    CUT TO:

     EXT. HOSPITAL - STILL LATER THAT NIGHT

     Ed's car pulls up at the South Metropolitan State Hospital.
     It's a grim, unwelcoming edifice.

     Ed helps weak Bela from the car.  They look at each other, then
     Ed gingerly leads Bela in.

     INT. HOSPITAL - SAME TIME

     The lobby is clammy and dim.  Ed and Bela reach the desk.  A
     NURSE looks up, startled.

                             NURSE
               My goodness, you gave me the willies.
               You look like that Dracula guy.

                             BELA
                       (very somber)
               My name is Bela Lugosi.  I wish to
               commit myself.

                             NURSE
               For what reason?

                             BELA
               I have been a drug addict for twenty
               years.  I need help...

     The nurse nods.  She takes Bela's arm and leads him away.  Bela
     glances at Ed, then steps through a wide door.  As it swings
     shut, we see a DOCTOR walk over and shake Bela's hand.

     Ed stares at the door, dazed by all that's happened.  He sits
     down in a chair, exhausted.

     Ed's eyes slowly close, and he falls asleep...

                                                    DISSOLVE TO:

     INT. HOSPITAL - MORNING

     Ed is still asleep, but now sunlight beats in.

     Ed stirs and wakes up.  He groggily looks around, and sitting
     across from him is a woman, knitting.  This is KATHY O'HARA,
     26, solid, reflective, with a dry sense of humor.  Ed peers at
     her.

                             ED
               Hello.

                             KATHY
               Hello.
                       (beat)
               You're sleeping in a tuxedo.

                             ED
               I got married last night.

                             KATHY
               Oh.  Congratulations.

                             ED
               The marriage already ended.

                             KATHY
               Oh.  My condolences.

     Ed watches her knit.

                             ED
               What are you making?

                             KATHY
               Booties for my father.  He gets cold
               in this hospital.

                             ED
               How long's he been here?

                             KATHY
               This is my thirteenth pair.

     Ed nods.  He spots the Doctor walk by.

                             ED
               Excuse me.
                       (he runs to the Doctor)
               Doctor?  I'm with Mr. Lugosi.  How
               is he?

                             DOCTOR
               Well... there's a lot of junk in his
               system for such an old man.
               Apparently, he was addicted to
               morphine, tried to kick it, and got
               re-addicted to methadone.

                             ED
               Will he be okay?

                             DOCTOR
               We'll do our best.

                                                    DISSOLVE TO:

     INT. HOSPITAL CORRIDOR - NIGHT

     We are outside Bela's room.  He can be glimpsed inside,
     strapped to the bed and SCREAMING in pain.  He is going through
     painful withdrawal and shakes horribly.

                                                    DISSOLVE TO:

     INT. HOSPITAL LOBBY - ANOTHER DAY

     Ed strides into the hospital, wearing different clothes, and
     carrying a box of chocolates.  He waves at the nurse.

                             ED
               Hi, Lillian.

                             NURSE
                       (she smiles)
               Hi, Ed.  Boy, he's got a lot of
               visitors today.

                             ED
               He does?

     Ed is puzzled.  He hurries back.

     INT. HOSPITAL CORRIDOR - DAY

     A crowd of NEWSPAPER REPORTERS and PHOTOGRAPHERS overflow
     Bela's room.  Ed is astonished.

                             ED
               What's going on here?!  Excuse me!

     INT. HOSPITAL ROOM

     Decrepit Bela is propped up in his bed, as the mob of reporters
     throw questions at hit and SNAP shots: "Bela, how long have you
     been a junkie??" "Bela, look this way!"

     Ed angrily pushes through.

                             ED
               Everybody out!  This is a hospital!
               Get out of here.

     Ed forces them out, then SLAMS the door.

                             ED
               What happened?!

                             BELA
                       (in a hoarse whisper)
               Isn't it wonderful?  After all these
               years, the press is showing an
               interest again in Bela Lugosi.

                             ED
                       (surprised)
               Bela, they're parasites!  They just
               want to exploit you.

                             BELA
               Fine.  Let them!  There is no such
               thing as bad press.  A man from New
               York even said he's putting me on the
               front page!  First celebrity to ever
               check into rehab.
                       (he smiles feebly)
               When I get out of here, I will be
               healthy.  Strong!  I will be primed
               for my comeback!

     Bela starts COUGHING heavily.  Ed stares sadly.

                                                    DISSOLVE TO:

     INT. LOBBY - ANOTHER DAY

     Ed sits tensely in the lobby, holding vigil.  Kathy O'Hara
     walks by.

                             KATHY
               Oh, it's you again.

                             ED
               Oh, hi.

                             KATHY
               You look beat.

                             ED
               I am.  How's your father?

                             KATHY
               He's better.  Thank you for asking.
                       (pause)
               How's your friend?

                             ED
               Not good...

     Kathy reaches in her purse and pulls out two black booties.

                             KATHY
               Well, I made him some booties to
               cheer him up.
                       (beat)
               They're black -- to match his cape.

     She smiles.

     Ed slowly smiles in response.  But this isn't his normal slick
     smile.  It's gentler.  Sincere.

                             ED
               Would you maybe like to get a
               coffee..?

                                                    DISSOLVE TO:

     INT. HOSPITAL CORRIDOR - DAY

     Ed and the Doctor stand in a doorway, talking.

                             DOCTOR
               We thought Mr. Lugosi was insured
               though the Screen Actors Guild.

                             ED
               Isn't he?

                             DOCTOR
               No.  They say his eligibility ran out
               years ago.

                             ED
               Look, he doesn't have any money...
               but I'll give you everything I've
               got.  I have a few hundred dollars.

     The Doctor shakes his head grimly.

                             DOCTOR
               That won't even begin to cover it.
               He's going to have to leave.

     INT. BELA'S HOSPITAL ROOM - DAY

     Bela lies sleeping in bed, pasty and pale.  NEWSPAPER CLIPPINGS
     of his hospital stay are tacked up.

     Ed anxiously tiptoes in.  He quietly speaks.

                             ED
               Bela, wake up.

     Bela stirs lethargically.  Ed puts on a fake smile.

                             ED
               I've got some good news.  The doctor
               says you're all better.  You can come
               home.

                             BELA
                       (so weak, he's barely audible)
               Really?  I don't feel so great.

                             ED
               No, you look good.  And the tests
               came back fine.
                       (a poignant pause)
               C'mon...

     Ed gingerly helps Bela up.

     EXT. HOSPITAL - DAY

     Bela slowly gets into Ed's car.

                             BELA
               Eddie, I wanna make another picture.
               When are we gonna make another
               picture?

                             ED
               Soon, Bela... Soon.

                                                    CUT TO:

     INT. CAMERA RENTAL HOUSE - DAY

     Ed is desperately trying to cut a deal with the OLD MANAGER.

                             ED
               Please, I just need it for one
               afternoon!

                             OLD MANAGER
               Ed, if I cut a deal for you, I gotta
               cut one for everybody.

                             ED
               This is different!  It'll mean so
               much to me.  All I need is a camera
               and a tripod.  No lights, no sound.
               Nothin' fancy.

                             OLD MANAGER
               And that's it?

                             ED
               And one roll of film.

     The old guy gives Ed a tough look.

                                                    CUT TO:

     EXT. BELA'S HOUSE - DAY

     Bela is dressed in his Sunday finest, standing in front of his
     little house.  He wears a cloak and a wide-brimmed hat.

                             BELA
               This is so exciting.  Another
               production!

     WE WIDEN.  Out on the lawn... is just Ed.  With the camera.

                             BELA
               So Eddie, don't we need a sound crew?

                             ED
               No, this is just the second unit.
               We'll do the main footage later.

                             BELA
               Oh.  So what is the scene about?

                             ED
                       (improvising)
               Uh... you're a very important and
               respected man.  You're leaving your
               house... and you're in a hurry to a
               big social event.

     Bela nods.  He mulls this over.

                             BELA
               Okay.  But what if I'm not in too big
               a hurry?  What if I take a moment to
               slow down and savor the beauty of
               life?  To smell a flower?

                             ED
                       (he smiles)
               That's great.  Let's do a take.

     WIDE

     Bela goes in the front door.  Ed gets behind the camera, then
     turns it ON.

                             ED
               Okay, roll camera!  Rolling.  Scene
               One, Take One!
                       (pause)
               And... ACTION!

     There's a moment.  And then Bela slowly steps outside, calm,
     dignified, walking with a cane.  He looks about -- and then
     something catches his eye.  He leans down and picks a flower.

     Bela smells the flower, then abruptly drops it.  He starts
     crying.  A pause, and then he composes himself.  The old man
     slowly shuffles out of frame.

     Ed peers emotionally from behind the camera.

                             ED
               And, cut...

                             BELA
               Eddie, how was I?

                             ED
                       (quiet)
               Perfect.

     Bela is pleased.

                             BELA
               Good.
                       (beat)
               Now what about my close up?

                                                    CUT TO:

     EXT. HOLLYWOOD DUPLEX - DUSK

     Ed's Nash convertible pulls up outside a neat little duplex in
     a nice neighborhood.  Ed is dressed up for a date.  He checks
     his hair nervously in the mirror, revealing an anxious
     boyishness we've never seen before.

     Ed carries a bouquet of flowers to the front door.  He rings
     the bell.  Kathy opens the door.  She looks very pretty in a
     full skirt with a crinolin.

                             KATHY
               Oh, flowers!  I didn't know you were
               so traditional.

                             ED
                       (a little embarrassed)
               I just picked them up on the way
               over...

                             KATHY
               They're very nice.
                       (she smiles sweetly)
               Let me get my coat.

     EXT. CARNIVAL - NIGHT

     Ed and Kathy are at a tattered traveling carnival.  Rattling
     steel rides and flashing lights spin about them.  They stroll
     through the crowds eating cotton candy.  Kathy wears one of
     Ed's flowers on her dress.

                             KATHY
               So have you always lived in L.A.?

                             ED
               No.  I'm from back east.  You know,
               All-American small town... everybody
               knew everybody, I was a Boy Scout,
               my dad worked for the post office...

                             KATHY
               Sounds like you lived in Grovers
               Corners.

     INT. SPOOK HOUSE - NIGHT

     Ed and Kathy ride through the old mechanical spook house.

                             KATHY
               Did you find it boring?

                             ED
               Nah, 'cause I had my comic books.
               And I read pulp magazines.  And I
               listened to the radio dramas...

     A wooden WITCH jumps out at them.  They ignore it.

                             KATHY
               Oh.  I loved those shows!  "Inner
               Sanctum"... "The Shadow" --

                             ED
                       (getting excited)
               Yeah!  Don't forget "Mercury
               Theatre"... And then every Saturday,
               I'd go to the little movie theater
               down the street.  I even started
               ushering there.

     A creaky GHOST flies overhead.

                             KATHY
               You're not gonna believe the first
               picture I ever saw.  Your friend's.

                             ED
               What do you mean?

                             KATHY
               "Dracula."

     Ed freaks out.

                             ED
               That's INCREDIBLE!  That's the first
               picture I ever saw!!

     WIDE

     Mechanical BATS drop down and flap around them.

                             KATHY
               That is incredible!
                       (beat)
               You know, I had to sleep with the
               lights on for a week after seeing
               that movie.

                             ED
               I had to sleep with the lights on for
               a month.
                       (he smiles)
               But I never missed a Lugosi picture
               after that.

                             KATHY
               A few years ago, I actually saw him
               do "Dracula" live.  I thought he was
               much scarier in person.

     CLOSEUP - ED

     He starts at Kathy in wonder.  He is overcome.

     Their car SMASHES through the tin exit doors.

     EXT. SPOOK HOUSE - SAME TIME

     Ed and Kathy's little car comes to a stop.  He gets very
     serious.

                             ED
               Kathy, I'm about to tell you
               something I've never told any girl
               on a first date.  But I think it's
               important that you know.
                       (beat)
               I like to wear women's clothes.

                             KATHY
               Huh?

                             ED
               I like to wear women's clothes:
               Panties, brassieres, sweaters,
               pumps... it's just something I do.
               And I can't believe I'm telling you,
               but I really like you, and I don't
               want it getting in the way down the
               road.

     Kathy is amazed.  She contemplates all this.

                             KATHY
               Does this mean you don't like sex
               with girls?

                             ED
               No! I love sex with girls.

                             KATHY
               Oh.  Okay.

                             ED
                       (surprised)
               Okay?

     Kathy slyly grins.

                             KATHY
               Okay.

     Ed grins back.  A moment.

                                                    CUT TO:

     INT. ED'S HOUSE - DAY

     Ed is on the telephone.  We SPLIT-SCREEN with Vampira.

                             ED (on phone)
               Vampira!  Hi, it's Ed Wood.

                             VAMPIRA (on phone)
               Ed, I told you, I don't wanna go out!

                             ED
               No, don't worry, I moved on.  I was
               just calling to see if you want to
               attend the world premiere of my new
               film, "Bride Of The Monster."

                             VAMPIRA
                       (confused)
               Didn't you just make one called
               "Bride Of The Atom"?

                             ED
               It's the same film.  But the
               distributor wanted a punchier title.
               C'mon!  It's gonna be a big event --
               we're going all out!  Bela, Tor, and
               Cris are coming.  You'll have fun!

     Vampira rolls her eyes.

                                                    CUT TO:

     EXT. NEIGHBORHOOD MOVIE THEATER - NIGHT

     Hundreds of KIDS and TEENAGERS enter a dilapidated second-run
     theater.  A banner says "'Bride Of The Monster' World Premiere!
     Celebrities In Person!"

     EXT. DARK CITY STREET - SAME TIME

     An antique limousine HEARSE drives down a dingy street.

     INT. HEARSE

     Ed drives.  Tor, ill Bela, Vampira, and Criswell are crammed in
     with him, along with bewildered Kathy.

     Everyone is dressed in gaudy "scary" outfits.  Tor wears his
     frightening WHITE CONTACT LENSES.

                             TOR
               My eyes are killink me.

                             ED
               Don't worry.  We're almost there.

                             BELA
                       (still hoarse)
               Eddie, where are we?  We passed that
               carwash twenty minutes ago.

                             CRISWELL
               I predict we're lost.

                             VAMPIRA
                       (to Bela)
               Hey!  You wanna watch the hands??

     Bela sheepishly removes his hand from her thigh.

                             BELA
               Sorry...

                             ED
                       (he looks around, baffled)
               Has anyone ever been to Downey?

     INT. MOVIE THEATER - SAME TIME

     The audience is so restless, they're practically rioting.  They
     CLAP AND CHANT angrily.

     A fat patronizing MANAGER steps on stage.

                             THEATER MANAGER
               Children, if you don't calm down,
               there won't be the entertainment.

                             ANGRY KID
               It was supposed to start an hour ago!

     INT. HEARSE - SAME TIME

     Tempers are flaring.

                             TOR
               My eyes are burnink.

                             KATHY
               Hey look!  There's the theater.

                             TOR
               Where?  I can't see nothink!

     EXT. THEATER - SAME TIME

     The hearse pulls up.  A FRANTIC USHER runs over.

                             FRANTIC USHER
               Thank God, you're here!  They're
               tearing the place apart!

     The gang awkwardly steps out of the hearse.  Tor gets out and
     blindly walks straight into a lamp post.  WHACK!  He yelps.

                             TOR
               Ow.

     Bela moves slowly, very feeble.  Vampira smooths out her slinky
     black dress, then puts her arm around Bela to help him.

                             FRANTIC USHER
               C'mon!  This way!

     INT. THEATER - SAME TIME

     Criswell points Tor in the right direction, and the group
     stumbles in.  Ed escorts excited Kathy.

                             KATHY
               I've never been to a premiere before.

     The Usher opens the auditorium doors.

     INSIDE

     It's PANDEMONIUM.  People are screaming and shouting.  Kids jump
     up and down, on top of the chairs.

     Bela, Tor, Vaspira, and Criswell are alarmed.

     The lights dim on and off.  Scratchy SPOOKY MUSIC blasts over
     the sound system.

                             ED
               Wow.  Go knock 'em dead!

     Criswell pushes blind Tor towards the stage.  Tor sticks out
     his arms and scarily staggers down the aisle.  Criswell
     nervously follows.  Vampira escorts Bela.

     The crowd BOOS.  They pelt our gang with popcorn.

     Tor GROWLS like a monster.  Kids LAUGH and jeer.

     ON ED AND KATHY

     In back, Ed speaks in a frightening manner into a MICROPHONE:

                             ED (amplified)
               Ooooo!  At the stroke of midnight,
               the witching hour, the ghouls arise
               from the dead!

     DOWN THE AISLE

     Tor slips in some butter.  He tumbles and falls.

     A WOMAN'S VOICE cackles.

                             WOMAN'S VOICE
               It's the blind leading the blind!

     Tor staggers to his feet.  All disoriented, he starts walking
     the wrong direction and falls over a chair.  People HECKLE.

     Criswell quickly helps his up.

                             TOR
               Dis is a nightmare.

                             CRISWELL
               It's show biz.

     Criswell pushes Tor in the right direction.  Some roughnecks
     knock down Criswell and snatch his wallet.

     A MEAN BOY jumps on his chair, ripping the stuffing out of the
     seat.  He throws the fibers in the air, and they float over
     Bela and Vampira.

                             BELA
               What is that?

                             VAMPIRA
               I think they're getting ready to burn
               this place down.

     A HIGH SCHOOL PUNK runs up and grabs Vampira's breasts.

                             HIGH SCHOOL PUNK
               Hey Vampira, how 'bout a little love?

                             VAMPIRA
               Fuck off!

     She impulsively swings her arm and SLAMS the kid.

     ON STAGE

     The Manager pleads to the mob.

                             THEATER MANAGER
               Children, please!  Be calm!

     Somebody throws a bottle and HITS him in the head.  He goes
     down.

     WIDE

     The lights suddenly go off.  Some girls SCREAM.

     Ed's panicked.  He grabs Kathy and runs down to his friends.

                             ED
               C'mon!  We're getting the hell out
               of here!

     Ed rounds up Bela, Tor, Criswell, and Vampira.

     The crowd BOOS louder.  Blind Tor is totally confused.

                             TOR
               What is happening?

                             ED
               We're escaping!

     The group runs up the aisle and leaves.  As the doors close,
     "Bride Of The Monster" starts unspooling on the screen.

     EXT. THEATER - SAME TIME

     The gang frantically runs out, scared for their lives.

     They look over.  Some JUVENILE DELINQUENTS are stripping the
     hearse.

                             VAMPIRA
               We're gonna die.

     The theater doors CRASH open.  The angry mob pours out.

     Ed spins wildly around... and sees a cab approaching.

                             ED
               Stop!

                             KATHY
               STOP!

     Kathy runs frenziedly into the street and throws herself at the
     cab.  It screeches to a halt.

     Everybody sprints over and jumps in.  The cab ROARS away.

     INT. CAB - SAME TIME

     All of them are breathing heavily.  They watch in the rear
     window as they drive away from the rampage.

     A nervous silence.  Until Bela speaks.

                             BELA
               Now that was a premiere.

     All of them LAUGH.

                                                    CUT TO:

     EXT. HOLLYWOOD BOULEVARD - DAY

     Bela and Ed stroll down the street, in high spirits.  Bela
     smokes a big fat cigar.

                             BELA
               Last night was quite a romp.

                             ED
               Did you see that kid grab Vampira's
               tits?

                             BELA
               I envied him.
                       (he chuckles)
               Hell, I envied you too, having a
               girlfriend that would jump in front
               of a car like that.

                             ED
               Yeah, she's really somethin'.

                             BELA
               I know none of my wives would've.

     Ed laughs.  Bela puffs his cigar.

                             BELA
               Eddie, I want to thank you.  These
               last few days have been a good time.

                             ED
               I just wish you coulda seen the
               movie.

                             BELA
               No problem.  I know it by heart...

     Bela stops walking.  And in a BOOMING, THEATRICAL VOICE, he
     suddenly launches into his impassioned, climactic speech from
     "Bride Of The Monster."

                             BELA
               "Home.  I have no home.  Hunted...
               despised... living like an animal
               -- the jungle is my home!  But I
               will show the world that I can be
               its master.  I shall perfect my own
               race of people... a race of atomic
               supermen that will conquer the
               world!"

     Ed is touched.

     A few people around them APPLAUD.

     Bela's face lights up, proud.  An awed MIDWESTERN TOURIST hands
     him a pen and paper.

                             TOURIST
               Mr. Lugosi, could I have your
               autograph?

                             BELA
               Certainly.

                             TOURIST
               Boy, that was incredible.  You're
               just as good an actor as you always
               were.

     Bela puffs out his chest majestically.

                             BELA
               Better.
                       (beat)
               I'm seventy-four, but I don't know
               it.  If the brain is young, then the
               spirit is still vigorous... like a
               young man.

     Bela turns and smiles wanly at Ed.

     Ed smiles back.

                                                    CUT TO:

     INT. ED'S KITCHEN - NIGHT   

     Ed and Kathy stand in his kitchen, making dinner.  She sticks
     her finger in a pot.

                             KATHY                                            
               Ed, this spaghetti sauce is
               delicious.

                             ED
               Thanks.  It's actually the only thing
               I know how to make.
                       (he motions)
               Hey, can you grab that strainer?

     She holds a strainer.  Ed pours the spaghetti over it.

     Suddenly the PHONE rings. Ed groans.

                             ED
               Ugh! Always at the wrong time.
                       (he ANSWERS the phone)
               Hello?

     He listens.

     And then, he gets a very somber expression.

                             ED
               Oh no...

     Ed HANGS UP the phone.  He looks pained.

                             KATHY
               What was that?

                             ED
                       (quiet)
               Bela died.

                                                    CUT TO:

     INT. FUNERAL HOME - DAY

     It's Bela's funeral.

     Ed sits crying in the front row, with Kathy at his side.

     All Bela's friends are there.  They're very subdued.

     THE CASKET

     Bela lies inside, made up in his full Dracula outfit.  His hair
     is died black, and he wears the famous cape.

     EXT. HOLY CROSS CEMETERY - DAY

     On a grassy hill, Bela is laid to rest.  The small crowd of
     mourners stands silhouetted against the dark gray clouds.

     The coffin is lowered into the ground.  Ed stands at the front,
     silently watching.

     AT A DISTANCE

     A few TABLOID PHOTOGRAPHERS snap pictures.

                             PHOTOGRAPHER #1
               Whose crazy idea was it to bury him
               in the cape?

                             PHOTOGRAPHER #2
               I heard it was in the will.  It was
               how he wanted to be remembered.

                                                    CUT TO:

     INT. SCREENING ROOM - DAY

     Ed is alone in a darkened screening room, depressed.

     Playing on the SCREEN is the last footage of Bela: Bela
     stumbles around in front of his house and smells the flower.

     Ed drinks out of a flask.

     The film runs out.  A VOICE comes over a loudspeaker.

                             VOICE
               Do you want me to run it again?

     Ed silently nods.

                                                    DISSOLVE TO:

     INT. ED'S APARTMENT - NIGHT

     Ed's apartment has gone to hell.  Ed is in a robe, unshaven and
     clutching a bottle of whiskey.  Newspapers are everywhere.

     Bela's and Ed's dogs eat out of the trash.

     Kathy tries to straighten things up.  Ed stares listlessly.

                             ED
               I'd seen him in a coffin so many
               times, I expected him to jump out...

                             KATHY
               Ed, you've got to snap out of this.
               Bela's dead -- you're not!

                             ED
               I might as well be.  I made shitty
               movies that nobody wanted to see.
                       (beat)
               I blew it.  All he wanted was a
               comeback... that last glory...

                             KATHY
               Well you tried --

                             ED
                       (angry)
               I was a fuckin' HACK!  I let people
               recut the movies, cast their
               relatives...
                       (beat)
               I let Bela down...

                                                    CUT TO:

     EXT. ED'S APARTMENT BUILDING - DAY

     A new Studebaker pulls up.  A bumper sticker says "JESUS SAVES"

     A man in a plain brown suit steps out.  This is J. EDWARD
     REYNOLDS, 50, Ed's santironious southern Christian landlord.
     Reynolds assertively bangs on Ed's front door.

                             REYNOLDS
               Mr. Wood?!

                             ED (O.S.)
               Hruphh...?

                             REYNOLDS
               Mr. Wood, this is Mr. Reynolds, your
               landlord.  Could you please open up?

     The door opens a crack.  Bleary Ed peers out.

                             ED
               Yeah...?

                             REYNOLDS
               Mr. Wood, you have bounced your third
               and final rent check.

                             ED
                       (he sloppily lies)
               I'm real sorry.  My stockbroker must
               have transferred the wrong account...
               C'mon in, I'll write you another one.

     INT. APARTMENT - SAME TIME

     Ed motions Reynolds in.  Reynolds peers unsurely at the tornado
     inside.  Then he notices a framed one-sheet for "BRIDE OF THE
     MONSTER."  Reynolds admires it.

                             REYNOLDS
               Hmm, so you're in the picture
               business?

                             ED
                       (rummaging for a check)
               You could say that --

                             REYNOLDS
               I'm interested in the picture
               business.  My associates and I wish
               to produce a series of uplifting
               religious films, on the Apostles.
               But unfortunately, we don't have
               enough money.

                             ED
                       (distracted)
               Raising money is tough.

                             REYNOLDS
               Oh!  Our church has the money for one
               film.  We just don't have it for all
               twelve...

     ANGLE - ED

     His eyes suddenly pop.

     The color comes back to his fact.  A plan is quickly boiling
     over inside Ed's head.  He starts feverishly pacing around.

                             ED
               Okay -- you know what you do?  You
               produce a film in a commercially
               proven genre.  And after it's a hit,
               you take the profits from that, and
               make the twelve Apostles' movies.

                             REYNOLDS
               Would that work?

                             ED
               Absolutely!  You see this script..?

     Ed randomly grabs a script off the messy floor, then glances
     down, to see which one he picked up.  It says "Graverobbers
     From Outer Space."

                             ED
               "Graverobbers From Outer Space"!
               It's money in the bank.

                             REYNOLDS
               Graverobbers from what??

                             ED
               From outer space!  It's science-
               fiction.  Very big with the kids!
               If you make this picture, you'll have
               enough money to finance a HUNDRED
               religious films!
                       (beat)
               And pay my back rent from the
               profits.

     Reynolds scratches his head.

                             REYNOLDS
               I don't know... this is all a lot to
               absorb.

                             ED
               It's a guaranteed blockbuster!

                             REYNOLDS
               Um, I understand that this science
               friction is popular -- but don't the
               big hits always have big stars?

                             ED
                       (in a frenzy)
               Yeah, well we've GOT a big star!
               Bela Lugosi!!

                             REYNOLDS
                       (mystified)
               Lugosi??!  Didn't be pass on?

     Ed grins maniacally.  He grabs a SMALL REEL of 35mm film.

                             ED
               Yes, but I've got the last footage
               he ever shot!

                             REYNOLDS
               Just, it doesn't look like very much.

                             ED
               It's plenty!  It's the acorn that
               will grow a great oak.  I'll just
               find a double to finish his scenes,
               and we'll release it as "Bela
               Lugosi's Final Film"

     A beat.  Reynolds stares, intrigued...

                                                    CUT TO:

     INT. ED'S APARTMENT - LATER

     The place is cleaned-up.  Ed shouts excitedly into the phone.

                             ED
               Bunny!  We're making another film!
               Yeah -- I got the Baptist Church of
               Beverly Hills to put up the cash!

     Paul sticks his head in.

                             PAUL MARCO
               Ed, I got the Lugosi lookalikes
               outside.

                             ED
               Great!  Bring 'em in!  Bunny, I gotta
               run.

     Ed hangs up.

     Paul leads in THREE.  They look nothing like Bela.  One is
     a HOMELESS BUM, one is a SHORT FAT MAN, and one is CHINESE.

     Ed inspects them.

                             ED
               Too tall... too short...
                       (he glances at the Chinese guy)
               And this guy doesn't work at all.

                             PAUL MARCO
               Well I was thinkin' like, when Bela
               played "Fu Manchu."

                             ED
               That was Karloff.
                       (beat)
               Paul, you gotta try harder.  I don't
               want this film to be haif-assed.
               This time, we go for the quality.

     Paul turns to go.

                             ED
               And by the way, keep Sunday free.
               The producers want all of us to get
               baptized.

                                                    CUT TO:

     INT. KATHY'S APARTMENT - DAY

     Kathy reads a newspaper while knitting an angora sweater.  Ed
     is typing deliriously fast -- in one of his artistic fevers.

                             ED
               You know, when you rewrite a script,
               it just gets better and better!

                             KATHY
               Do you want your buttons on the left
               or the right?

                             ED
               The left.  It's more natural.
                       (he squints at his script)
               Hey, I've got a scene where the
               aliens have the ultimate bomb.  What
               would that be made of?

                             KATHY
               Uh, atomic energy?

                             ED
               No.  They're beyond that!  They're
               smarter than the humans.  What's more
               advanced?

                             KATHY
               Dynamite --

                             ED
               No, BIGGER!  What's the biggest
               energy??

                             KATHY
               The sun.

                             ED
                       (ecstatic)
               Yes!  BINGO!  Solar energy!  Oh
               that's gonna seem so scientific.
                       (he resumes TYPING)
               This movie's gonna be the ultimate
               Ed Wood film.  No compromises.

     Kathy suddenly jumps up, shocked.

                             KATHY
               Oh my God.  Look at this!

     She runs over and shows Ed the newspaper.

     INSERT - THE NEWSPAPER

     A small headline says "VAMPIRA REVEALED TO BE RED."  Underneath
     is the story: "Channel 7 has fired popular horror hostess
     Vampira, after learning of her suspected communist leanings..."

     ON ED AND KATHY

     They're astonished.

                             ED
               Those assholes.

                             KATHY
               The poor girl's out of a job.

                             ED
               Yeah...
                       (he looks up)
               I should give her a call.

                                                    CUT TO:

     INT. COFFEE SHOP - DAY

     Ed and Kathy sit with a shaken-up Vampira.

                             ED
               I'm really sorry...

                             VAMPIRA
               It's terrible.  People won't even
               return my calls.  It's like I don't
               exist.

                             ED
               I know what that's like.
                       (he pulls out his SCRIPT)
               Anyway, I brought a copy of the
               script.  You would play the "Ghoul's
               Wife."

                             VAMPIRA
                       (she grimaces)
               The Ghoul's Wife?!  God, I can't
               believe I'm doing this...

                             KATHY
               You should feel lucky.  Ed's the only
               guy in town who doesn't pass judgment
               on people.

                             ED
                       (he laughs)
               Hell, if I did, I wouldn't have any
               friends.

     Vampira smiles uncomfortably.

                             VAMPIRA
               Look... would it be possible to make
               the "Ghoul's Wife" a little less
               prominent, so people won't really
               notice me in the movie?

                             ED
               You don't wanna be noticed?

                             VAMPIRA
               Exactly.  Hey, how 'bout this -- what
               if I don't have any lines?  I'll do
               the part mute!

      Kathy suddenly sees someone.

                             KATHY
               Look, it's Dr. Tom.
                       (she SHOUTS)
               Hey, Dr. Tom!

                             ED
               Who's Dr. Tom?

                             KATHY
               My chiropractor!

     DR. TOM MASON, a tall, slender 35-year-old chiropractor,
     strides over.  He smiles.

                             DR. MASON
               Kathy, how are you?!  You're looking
               in alignment today.

                             KATHY
               Actually, my neck's a little funny.

     Dr. Mason grabs Kathy's neck and CRACKS it loudly.

     ON ED

     Ed stares at the Doctor in astonishment.  Ed is riveted.

                            ED
               Wait a second.  Don't move!

     Ed excitedly jumps up, takes his NAPXIN, and covers the
     Doctor's face from the nose down.

                             ED
               It's uncanny.

                             VAMPIRA
               What's uncanny?

                             ED
               LOOK AT HIS SKULL!

                                                    CUT TO:

     INT. BAPTIST CHURCH OF BEVERLY HILLS - DAY

     Services are in progress.  J. Edward Reynolds leads a CHOIR
     singing an emotional SPIRITUAL.

     Ed, Tor, Criswell, Paul, Conrad, Vampira, Kathy, Bunny, and Dr.
     Tom Mason sit in back.  They're all wearing white robes and
     arguing about the doctor.

                             TOR
               He look nutink like Bela!

                             CONRAD
               He's kinds got his ears.

                             TOR
               You're stupid!

                             KATHY
               No, cover up his face.

     Kathy lifts Dr. Mason's robe over his bewildered face.

                             CRISWELL
               Ah!  Now I see it.

                             DR. MASON
                       (goofily imitating Bela)
               "I want to suck your blood!"

     Everybody CRACKS up.  Ed waves his arms.

                             ED
               SHHH!  We want these Baptists to like
               us.

     Like bad kids, they quiet down.  Ingenuous Southern REVEREND
     LYN LEMON speaks up front.

                             REVEREND LEMON
               Brothers and Sisters, we've reached
               a special part of the service.  The
               baptism of our new members!
                       (beat)
               If the congregation will oblige, we'd
               like to adjourn and reconvene at Emma
               DuBois's back yard.

     EXT. BACKYARD - DAY

     The straight-laced, devout CONGREGATION is gathered around a
     large SWIMMING POOL.  Reverend Lemon, Reynolds, and our misfits
     stand in the shallow end, in their white robes.

     Criswell whispers to Vampira.

                             CRISWELL
               Why couldn't we do this in the
               church?

                             VAMPIRA
               Because "Brother Torî couldn't fit
               in the sacred tub.

     MONTAGE:

     THE REVEREND BAPTIZES ED

                             REVEREND LEMON
               ...Do you accept the Lord Jesus
               Christ as your savior?

                              ED
               I do.

     Reynolds DUNKS Ed in the water.

     THE REVEREND BAPTIZES BUNNY

                             REVEREND LEMON
               ...Do you reject Satan and all his
               works?

                             BUNNY
                       (hiding a smirk)
               I do.

     Reynolds DUNKS Bunny.

     THE REVEREND BAPTIZES TOR

                             REVEREND LEMON
               ...Do you repent for all your sins?

                             TOR
               I do.

     Tor winks slyly at Criswell.

     Reynolds DUNKS Tor.  But Tor slips from Reynolds' grasp and
     sinks to the bottom of the pool.

                             REYNOLDS
               Oh my God, I dropped him --

     Tor lies on the bottom, staring lifeinsly.

                             CRISWELL
                       (mischievous)
               I don't think he's coming up!

                             REVEREND LEMON
               Lord no!  The man's drowning!

                             REYNOLDS
                       (scared)
               What do we do?!

                             REVEREND LEMON
               Help!  HELP!!!

     The whole Congregation starts JUMPING IN.  Men and women in
     their Sunday finest leap into the pool and start tugging on
     Tor.  But nobody can budge the big whale.

                             REVEREND LEMON
                       (near tears)
               Dear Jesus, please forgive us!

     ON TOR

     He suddenly rises, Poseidon-like, from the pool.

     Tor spits out water, then lets out a hearty BELLY LAVGH.

                             TOR
               Tor make good joke!

     The Baptists aren't amused.

                                                    CUT TO:

     INT. CITY BUS - MORNING

     A bus drives along.  Every PASSENGER stares at something up
     front -- Vampira, in her slinky black outfit.  She reads a
     "Grave Robbers From Outer Space" script.

     EXT. SCUMMY NEIGHBORHOOD - SAME TIME

     The bus stops in a scary, run-down neighborhood.  Vampira
     off and warily looks around.

                             VAMPIRA
               This can't be the right address...

     She nervously walks down a dingy alley.  Vampira gets to an
     unmarked grimy door, gulps, then slowly opens it...

     INT. WAREHOUSE SOUNDSTAGE - DAY

     And inside is the "Grave Robbers From Outer Space" famous
     CEMETERY SET!  The film is in production!  Packed into a
     stinking little studio are a few scrawny twigs, branches, and
     flimsy cardboard tombstones set against a black drop.

     Tot struts about gregariously, in his "Inspector Clay" suit.
     He chats up the CREW.

                             TOR
               I am so happy!  Finally I am star wit
               dialogue!  I memorized every wordt.
               Eddie will be so proud!

     The Baptists chase Ed around.  They wave the script.

                             REYNOLDS
               Before we start shooting, Mr. Wood,
               we have a few questions --

                             REVEREND LEMON
               The script refers on numerous
               occasions to graverobbing.  Now we                                           
               find the concept of digging up
               consecrated ground highly offensive.                                      
               It's blasphemy.

                             ED                                            
                       (very annoyed)                                      
               What are you talking about?!  It's
               the premise of the movie.  It's even
               the title, for Christ's sake!

                             REVEREND LEMON
                       (shocked)
               Mr. Wood!

                             REYNOLDS                                      
               Yes, about that title, it strikes us
               as very inflammatory.  Why don't we
               change it to "Plan Nine From
               Outer Space"?                                      

     Ed shakes his head. 

                             ED                
               That's ridiculous!

                                                    WIPE TO:          

     CEMETERY SET

     They're filming the COPS arriving at the pitch-black cemetery.
     There's a prop police car, and an assistant blows fog in.     

                             ED
               And, ACTION!

     Tor steps onto the set           

                             TOR (as Inspector Clay)
               "Medicul eksaminer been aroundt yet?"             

                             COP               
               "Just left.  The morgue wagon oughta
               be along most any time."     

                             TOR               
               "You get statement frumk vitnesses?"

                             COP
               "Yeah, but they're pretty scared."

                              TOR               
               "Findink mess like dis oughta make
               anyone frightened.  Have one of da
               boyz take dem back to town.  You      
               take jarge."      

     ON THE CREW

     Everybody grices, trying to understand Tor.  The SCRIPT GIRL
     shakes her head.

     The Baptists angrily pull Ed aside.

                             REYNOLDS
               What'd you give him all the lines
               for??  He's unintelligible!

                             ED
               Look, Lugosi is dead and Vampira
               won't talk.   Ihad to give somebody
               the dialogue.

                             REVEREND LEMON
               That's not an answer.

                                                    WIPE TO:      

     ANOTHER SCENE BEING SHOT - LATER

     As Inspector Clay, Tor wanders around the "cemtery," waving
     his flashlight and nervously fingering his gun.

     Ed grins at the Baptists.

                             ED
               See, no talking.  Isn't he good?
                       (he grabs his MEGAPHONE)
               CUE DR. TOM!

                             DR. TOM (o.s.)
               Now?

                             ED
               YES, NOW!  LURK HIM.  AND BE SURE TO
               KEEP YOUR FACE COVERED!

     The door of a large paper-mache crypt creeps open.  Dr. Tom
     uncertainly steps out, impersonating Bela.  He holds the cape
     over his face and stalks Tor.

     Ed is pleased as punch.  He whispers to the Baptists.

                             ED
               Isn't it wonderful?  Bela lives!

                             REVEREND LEMON
               Doesn't this strike you as a bit
               morbid?

                             ED
               No, he would've loved it!  Bela's
               returned from the grave -- like
               Dracula.
                       (he grabs the MEGAPHONE)
               CUE VAMPIRA!

     Vampira steps out, walking in a trance.  Tor is now cornered.
     He fruitlessly FIRES his gun, but bullets can't stop zombies.
     Vampira and Dr. Tom kill him.  Tor screams.

                                                    WIPE TO:

     ANOTHER SCENE GETS SHOT - LATER

     Paul and Conrad are scared cops exploring the cemetery.

                             CONRAD (as a cop)
               "Let's go down and find out whose
               grave it is."


                             PAUL MARCO (as a cop)
               "Why do I always get hooked up with
               these spook details?  Monsters!
               Graves!  Bodies!"

                             ED
               CUE THE FLYING SAUCER, RAY!

     Off-stage, a grip on a ladder pans a 10K SEARCHLIGHT.

     The LIGHT crosses the actors.  They look up in horror, then
     clumsily fall down.  A rickety fake tombstone tips over.

                             ED
               And PERFECT.  CUT!

                             REYNOLDS
                       (freaking out)
               "Perfect"?  Mr. Wood, do you know
               anything about the art of film
               production?!

                             ED
               I like to think so.

                             REYNOLDS
               That cardboard headstone tipped over.
               This graveyard is obviously phony!

                             ED
               People won't notice.  Filmmaking
               isn't about picky details -- it's
               about the big picture.

                             REYNOLDS
               Oh, you wanna talk about the "big
               picture"?!  How 'bout that the
               policemen arrive in the daylight, but
               now it's suddenly night???

     Ed suddenly flips out.  He's livid.

                             ED
               YOU DON'T KNOW ANYTHING!  Haven't you
               ever heard of "suspension of
               disbelief"?!

     A STRAPPING YOUNG MAN walks up.  He smiles at the Baptists,

                             STRAPPING YOUNG MAN
               Reverend, I'm here.

                             ED
                       (baffled)
               Who's he?

                             REVEREND LEMON
               This is our choir director.  He's
               gonna play the young hero.

                             ED
                       (furious)
               Are you IN5ANE?  I'm the director!
               I make the casting decisions around
               here!

                             REVEREND LEMON
               I thought this was a group effort.

                             ED
               NOOOOO!!!

     Ed spastically storms away.

     INT. DRESSING ROOM - SAME TIME

     Ed bursts in.  He paces about, hysterically traumatized.

                             ED
               They're driving me crazy!  These
               Baptists are stupid, stupid, STUPID!

     Ed glances at a clothing rack -- and sees an ANGORA SWEATER.

     Ed is taken aback.  He slowly removes it from the hanger and
     rubs it against his face.  His breathing slows.

                             ED
               Mmm.  I need to calm... Take deep
               breaths...
                       (he rubs the angora)
               Ohh, it's so smooth...

     INT. SOUNDSTAGE - SAME TIME

     The dressing room door flies open.  Ed slowly struts out, in
     the sweater, pantsuit, and pumps.  He is calmed and at
     ease.

     The stage quiets.  People are staring.

                             ED
               Okay, everyone!  Let's set up for
               Scene 112!  Move the crypt stage left
               and get ready with Tor's make-up
               effect.

     The crew resumes working.  But the Baptists charge up, aghast.

                             REVEREND LEMON
               Mr. Wood?  What do you think you're
               doing?!

                             ED
               I'm directing.

                             REYNOLDS
               Not like THAT, you're not!

                             REVEREND LEMON
               Remove that get-up immediately.  You
               shame our Lord.

     Ed throws up his hands.

                             ED
               That's it.  I give up!

                                                    CUT TO:

     EXT. SOUNDSTAGE - DAY

     Ed frantically marches out of the building.  He's still in his
     ladies' outfit.  Ed sees a cab and WHISTLES loudly.

     The cab pulls over.  Ed jumps in.

                             ED
               Take me to the nearest bar.

                                                    CUT TO:

     INT. MUSSO & FRANKS - DAY

     The place is quiet, mid-morning.  Frazzled Ed enters and sits
     at the bar.

                             ED
               Imperial whiskey, straight up.

     The bartender nonchalantly pours a shot.  Ed takes the drink.
     He quietly sips his booze and reflects upon his day.

     Ed glances around. And then, suddenly -- his eyes widen.

     Sitting at a table is ORSON WELLES!  The portly, world-famous
     filmmaker sits alone, eating lunch with one hand and drawing
     STORYBOARDS with the other.

     Ed is thunderstruck.

                             ED
               Oh my God.  It's Orson Welles...

     Ed nervously stands.  He starts to step forward -- when he
     catches his own reflection in a mirror.  He's still in drag.

                             ED
               Oh shit.

     Ed rolls his eyes.  He runs his hand through his hair, then
     slowly approaches Orson Welles.  Ed is terrified.

                             ED
               Excuse me, Sir...?

                             ORSON WELLES
                       (he casually looks up)
               Yes?

                             ED
               Uh, uh, I'm a young filmmaker, and
               a really big fan... and I just wanted
               to meet you.

                             ORSON WELLES
                       (he extends his hand)
               My pleasure.  I'm Orson Welles.

                             ED
               Oh.  Um, I'm Ed Wood!
                       (he smiles anxiously)
               So, what are you working on now?

                             ORSON WELLES
               Eh, the financing just fell through
               for the third time on "Don Quixote."
               So I'm trying to finish a promo for
               something else.  But I can't find the
               soundtrack --
                       (he shrugs)
               I think I left it in Malta.

     Ed is astonished.

                             ED
               I can't believe it.  These sound like
               my problems!

                             ORSON WELLES
               It's the damn money men.  You never
               know who's a windbag, and who's got
               the goods.  And then they all think
               they're a director...

                             ED
               Ain't that the truth!  I've even bad
               producers recut my movies --

                             ORSON WELLES
               Ugh, I hate when that happens.

                             ED
                       (on a roll)
               And they always want to cast their
               buddies -- it doesn't even matter if
               they're right for the part!

                             ORSON WELLES
               Tell me about it.  I'm supposed to
               do a thriller at Universal, and they
               want Charlton Heston to play a
               Mexican!

     Ed shakes his head.  He's discouraged.

                             ED
               Mr. Welles, is it all worth it?

                             ORSON WELLES
               It is when it works.
                       (solemn)
               You know the one film of mine I can
               stand to watch?  "Kane."  The studio
               hated it... but they didn't get to
               touch a frame.
                       (he smiles warmly)
               Ed, visions are worth fighting for.
               Why spend your life making someone
               else's dreams?

     CLOSEUP - ED

     He has seen God.

                             ED
               Wow.

                                                  CUT TO:

     INT. SOUNDSTAGE - DAY

     Ed bursts onto the stage, a changed man.  Re-energized, he
     confidently grabs the Baptists.

                             ED
               Mr. Reynolds!

                             REYNOLDS
               Yes?

                             ED
               We are gonna finish this film just
               the way I want it!  Because you can't
               compromise an artist's vision!

                             REVEREND LEMON
                       (flustered)
               B-but it's our money --

                             ED
               And you're gonna make a bundle.  This
               movie's gonna be famous!  But only
               if you SHUT UP, and let me do it my
               way!

     Reynolds and Rev. Lemon are speechiess.

     CLOSEUP - ED

     He beams, turns and SHOUTS TRIUMPHANTLY into the soundstage.

                             ED
               ALRIGHT!  ACTORS IN POSITION!  LET'S
               FINISH THIS PICTURE!!

                                                    WIPE TO:

     "PLAN 9" MONTAGE:

     SCENE IN THE CEMETERY SET

     Tor plays a zombie rising from the dead.  He wears the scary
     white contact lenses.  Tor's so big, he has trouble lifting
     himself from the grave.

     EDITING ROOM

     Ed and his stock footage buddy watch a moviola.

                             ED
               Okay, I want that tank!  And I want
               that bomb!

     SOUNDSTAGE

     Harry paints Bunny's face GREEN, like a Martian.  Ed yells.

                             ED
               NO!  The aliens should look like
               people.

                             MAKE-UP MAN HARRY
               I'm tellin' ya, aliens are always
               green.

                             ED
               Not in my movie, they're not!

     SCENE IN THE SPACESHIP SET

     Bunny's make-up is now normal.  He wears an alien
     suit.  A HAMMY ALIEN enters and salutes with a bizarre
     crossing gesture.

                             BUNNY
               "What plan will we follow?"

                             HAMMY ALIEN
               "Plan Nine."

                             BUNNY
               "Plan Nine..."
                       (he consults his papers)
               "Ah yes.  Plan Nine deals with the
               resurrection of the dead."

     SCENE IN THE CEMETERY

     Tor staggers up to Paul Marco and CLOBBERS him.

     OFF-STAGE

     Ed smiles at the Baptists.

                             ED
               Maybe you guys were right.  "Plan
               Nine" is a good title.

     MINIATURE CITY SET

     Ed shoots the famous flying saucers.  Paul holds a paper plate
     and Conrad lights it on fire.

     The "saucer" soars on fishing line over a little miniature
     town.

     SCENE IN THE BEDROOM SET

     Dr. Tom glides in, his cape over his face.  A woman SCREAMS.

     COCKPIT SET

     Ed stands in front of a masonite board and two chairs.  An
     actor playing the AIRPLANE PILOT walks up.

                             PILOT
               Where's the cockpit set?

                             ED
               You're standing in it.
                       (he yells off)
               Alright, bring in the shower curtain!

     A shower curtain gets lowered into the doorway.

     EXT. DUSTY ROAD

     A car zooms by.  Kathy drives, as Ed shoots handheld out the
     back window.

     SCENE IN THE SPACESHIP SET

     Th Hammy Alien argues with the humans.

                             PILOT
               "So what if we develop this solarnite
               bomb?  We'd be even a stronger
               nation."

                             HAMMY ALIEN
               "Stronger?  You see!  You see!!  Your
               stupid minds!  Stupid!  STUPID!"

                             PILOT
               "That's all I'm taking from you."

     He WHACKS the alien.  A brawl breaks out.

     SCENE WITH CRISWELL

     Criswell lectures behind a desk, with mysterious lighting

                             CRISWELL
               "Perhaps on your way home, someone
               will pass you in the dark, and you
               will never know it.  For they will
               be from outer space."

     SCENE IN THE CEMETERY SET

     The famous shot: Tor and Vampira walk in a trance through
     foggy cemetery.

     Off-stage, Ed stands with the crew.  He shouts gleefully.

                             ED
               More fog!  More fog!!
                       (he beams)
               And CUT!  PRINT IT!  IT'S A WRAP!

     END MONTAGE.

                                                    CUT TO:

     EXT. CITY - NIGHT

     It's pouring rain.  Standing in the drench is Ed.  He's wearing
     a tux, and fighting with his open convertible top.  The
     Rambler is filled with water.

     Kathy stands under an awning.  She wears a pretty gown.

                             ED
               I can't get it to go up.

                             KATHY
               Ed, you're gonna miss your own
               premiere.

                             ED
                       (he gives up)
               C'mon!  Let's just go.

     Ed impulsively opens the car door.  Water pours out.  Kathy
     scurries out and jumps in the wet car with him.

     EXT. MOVIE THEATER - NIGHT

     The rain is gushing down.  The marquee proclaims "WORLD
     PREMIERE: PLAN 9 FROM OUTER SPACE!"

     People hurry in.  Ed and Kathy roar up in the open convertible,
     totally soaked.  He jumps out, opens her door, and they run
     inside.

     INT. THEATER - NIGHT

     The theater is packed.  All the gang, and their friends and
     families, are gathered.

     Criswell stands on-stage, speaking into a mike.

                             CRISWELL
               You are about to see en extraordinary
               motion picture.  But before it
               begins, I think we ought to give a
               hand to the man without whom we
               wouldn't be here tonight... Eddie,
               take a bow!

     The crowd ERUPTS in applause.  Everybody goes crazy -- even the
     Baptists.  People YELL "Speech! Speech!"

     Ed smiles proudly.  Kathy kisses him.  Ed runs down front, hugs
     Criswell, then takes the microphone.

                             ED
               Thanks a million.  I just wanna
               say... this film is for Bela.

     The lights dim.

                                                    DISSOLVE TO:

     MINUTES LATER

     The title "PLAN 9 FROM OUTER SPACE" is projected onto the
     screen.  As random IMAGES from the film play out, we drift over
     the happy faces of our friends watching.

     Paul and Conrad stare, enthralled.

     Tor laughs as he sees himself.

     Vampira giggles.  Bunny nudges her playfully.

     Criswell mouths his own lines.

     ON SCREEN

     Bela appears, in his little suit.  In the last footage he ever
     shot, he shuffles around in front of his house, then tenderly
     smells the flower.

     ON ED

     He watches, entranced.  Then he smiles to himself.

                             ED
               This is the one.  I know I'll be
               remembered for this film.

                                                    CUT TO:

     INT. THEATER LOBBY - LATER

     The BOISTEROUS crowd is in high spirits.  People congratulate
     Ed and pat him on the back.  "It was great!"  "It's your best
     one yet!"  "Bela would've loved it!"

     Ed drifts through the crowd, basking in the glory.  It's like a
     wonderful dream.

     EXT. THEATER - SAME TIME

     The rain comes down in sheets.  The doors burst open, and Ed
     and Kathy run out.

                             KATHY
               Ed, I'm so happy for you.

                             ED
               Let's get married.

                             KATHY
                       (startled)
               Huh?!

                             ED
               Right now.  Let's drive to Vegas!

                             KATHY
               But it's pouring.  And the car top
               is stuck!

                             ED
                       (he gives his killer grin)
               So?  It's only a five-hour drive.
               And it'll probably clear up, once we
               hit the desert.  Heck, it'll probably
               clear up once we drive around the
               corner.  I promise.

     Kathy stares in disbelief.  Then she smiles.  They kiss.

     Ed and Kathy jump into the open convertible.  The engine
     starts, and they drive away, disappearing into the pouring
     rain.

     A moment.

     And then, we move up, up, into the black clouds.  Lightning
     CRACKS across the sky.

                                                    OPTICAL:

     We slowly PULL OUT from the sky, move through a window... and
     we're back inside

     INT. HAUNTED MANSION PARLOR - NIGHT

     Criswell is sitting inside his coffin.  He stares at us.

                             CRISWELL
               My friend, you have just seen the
               story of Edward D. Wood, Junior.
               Stranger than fact... and yet every
               incident based on sworn testimony.
                       (his eyes gleam)
               A man.  A life.  Can you prove it
               didn't happen?

     A beat, to ponder this.  And then Criswell slowly lies back in
     his coffin, and the lid mysteriously closes over him.

                                                    FADE OUT.
      


                             THE END