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                            CECIL B. DEMENTED



                                Written by

                               John Waters




                                        Fourth Draft: 1 June 1998

                         


          1. Film opens with beautiful shot of the skyline of
          downtown Baltimore in the spring. Credits begin.
          Cut to "The Hippodrome Theater," one-time downtown movie
          palace, now abandoned and boarded up with broken and
          blank marquee. The credits to our movie continue by
          fading in on marquee.

          Cut to thriving "Harbor Court" theaters, downtown
          chain. All six marquees list the same two
          mega-budget Hollywood hits. Hollywood titles fade
          out and "Cecil B. DeMented" title logo fades into
          marquee in all its terrorist glory.

          Cut to old "Towson Theater." A "FOR RENT" sign is
          on marquee of this one-time neighborhood theater.
          "FOR RENT" sign fades out and our credits fade in
          on marquee.

          Cut to "Towson Commons," a modern cineplex down the
          street. All the titles listed on marquee are
          sequels. Sequel titles fade out and our credits
          fade in on marquee.

          Cut to "5 West Theater," one-time art house. The
          marquee now announces "Sunday Church Service" which
          fades out and our credits continue, fading in.
          Cut to "Westview Mall," suburban multiplex, all
          the titles listed on marquee are recent Hollywood
          comedy bombs. The Hollywood titles fade out and our
          credits fade in.

          Cut to "New Theater," once a popular downtown premiere
          spot. The marquee reads C-L-O-S-E-D in badly spaced
          letters. The letters fade out and our credits fade in.
          2. Cut to wide shot of EXTERIOR SENATOR THEATER, 2.
          Baltimore's landmark art-deco movie palace. Marquee

                         READS:

          GALA WORLD PREMIERE

          BENEFIT MARYLAND HEART FUND

                         HONEY WHITLOCK

                         IN

          "SOME KIND OF HAPPINESS"
          Marquee letters fade out and our credits fade in.
          Cut to blocks of cement out front of the theater similar
          to Grauman's Chinese Theater in Los Angeles. Each
          displays the logo of a film title that was shot on
          location in Baltimore and premiered at this theater;
          "Diner," "The Accidental Tourist," "And Justice For

                         

                         

                         

                         

                         3
          All." Our credits are intercut in the cement blocks as
          the camera pans across this local tourist attraction.
          Cut to SINCLAIR STEVENS, the handsome but intense
          20-year-old theater manager as he adjusts the final
          letter of the film's title on the marquee, perched atop
          a ladder. SINCLAIR is dressed in an obviously rented
          tuxedo and for a moment seems like any other middle
          class suburban kid.

          ROY STILLINGS, the tuxedoed fifty-year-old theater
          owner, shouts instructions from below as CATERERS,
          DECORATORS and PUBLICITY PEOPLE rush in an out of
          theater preparing for tonight's event. He is
          surrounded by several of his young staff - DINAH, the
          sourpussed but unconventionally striking cashier;
          CHARDONNAY, the African-American ticket-taker with a
          huge 90's hairdo so popular with the black girls in
          Baltimore; RAVEN, the happy and always smiling pretty
          usherette, and FIDGET, the dweebish but somehow sexy
          janitor. All have made an attempt to dress up their
          usual uniforms for the premiere.

                        MR. STILLINGS
          A little more to the right,
          Sinclair.

                         SINCLAIR
          (Moving the final "S"

                         IN "HAPPINESS")
          That better, Mr. Stillings?
          Title on marquee fades out and "Produced by..." credit
          fades in.

                        MR. STILLINGS

                         (SQUINTING)
          Yeah, that's good.

                         (STILL UNSATISFIED)
          But try moving the "K" in "Whitlock."
          A little to the left.

                         SINCLAIR
          (Following his boss's instructions,
          the "Some Kind Of Happiness" title
          back on the marquee)
          Have you met her yet?

                        MR. STILLINGS
          Not yet. But don't worry,
          Sinclair, I'll introduce you!

                         SINCLAIR
          You promise?

                         

                         

                         

                         
          SINCLAIR smiles sneakily to himself as "Some Kind Of
          Happiness" logo fades out on marquee and "Written and
          Directed by John Waters" credit fades in.

                         SINCLAIR

                         (EVILLY)
          I'm a bg fan!

          End of credits.

          3. Cut to EXTERIOR HARBOR COURT, luxury downtownhotel. 3.
           Movie fans of all ages, clutch 8x10's of Honey
          Whitlock and eagerly await her departure.

          4. INTERIOR "PRESIDENTIAL SUITE" OF HARBOR COURT HOTEL. 4.
          HONEY WHITLOCK turns from beautiful Inner Harbor view
          outside hotel window and we see she is about forty
          years old and a complete knockout.

                         HONEY
          Ah, what a town!
          HONEY is dressed for the premiere in an elegant evening
          gown and her black hair is cut perfectly in the Louise
          Brooks style that has become her signature. She
          continues her press conference under the watchful eyes
          of her press agent CHARLES and her long-time assistant
          LIBBY, both of whom are also dressed for the premiere.
          ROOM SERVICE employees stand by, ready to serve.

                         HONEY
          I tell everybody in Hollywood,
          when you shoot on location in
          Baltimore, you don't need to
          bring all the crew from Los
          Angeles. Baltimore really ia the
          best!...

          5. Cut back to INTERIOR LOBBY OF SENATOR THEATER. 5.
          MR. STILLINGS lectures his other staff members as
          CATERERS and BARTENDERS set up behind him. SINCLAIR
          STEVENS is paying close attention as is LYLE, the
          projectionist, a handsome but surprisingly gaunt young
          man. CHERISH, a sexy and slightly nasty candy-counter
          girl leers at SINCLAIR who flirts back as she feigns
          interest in MR. STILLINGS' pep talk. PAM the popcorn
          girl, a masculine but beautiful nineteen year old with a
          seemingly bad attitude and LEWIS, the young cool
          African-American usher with a chip on his shoulder join
          FIDGET, RAVEN and DINAH.

                         

                         

                         

                         

                         5

                      MR. STILLINGS
          and remember, Miss Whitlock
          is every inch a movie star and
          expects to be on stage at exactly
          7:10pm to ensure live coverage
          from all three local news shows.
          By the way, I hear she's really
          a nice person...

          6. INTERIOR HONEY'S HOTEL ROOM. 6.
          HONEY's mean face glares out window at the twinkling
          lights of Baltimore's Inner Harbor in the early
          evening.

                         HONEY
          Look at this dump of a town!
          HONEY turns to her long suffering assistant, LIBBY.
          The press is gone and they are alone.

                         HONEY
          Get me the fuck back to L.A. If
          one more asshole mentions a crab
          cake to me, I think I'll puke.

                         LIBBY
          (Trying to be positive)
          Did you try the steamed crabs?
          They're red and...

                         HONEY
          No I didn't! I'm not interested
          in any kind of meal you have to
          beat with a mallet...
          A knock is heard at hotel door.

                         HONEY

                         (SUDDENLY NICE)
          Just a minute...
          (Muttering to herself as
          LIBBY goes to answer door)
          .wearing some stupid kind of bib
          while families of mutants gawk in
          my face ...No thank you!
          CHARLES, the press agent enters.

                         CHARLES
          Your limousine is here, Miss
          Whitlock. You look beautiful.

                         

                         

                         

                         

                         HONEY
          (Back to being gracious)
          Thank you Charles, darling. We'll
          be right with you. I'm excited.
          CHARLES exits.

                         HONEY
          (Back to her nasty self)
          Do you think Pat Nixon got
          fucked in this hotel room?

                         LIBBY

                         (STUPEFIED)
          Well ...I don't know...I mean...

                         HONEY
          It's called the "Presidential
          Suite" isn't it?

                         LIBBY
          Yes...but...

                         HONEY
          I BET SHE DID! Call the
          manager and ask him!

                         LIBBY

                         (HORRIFIED)
          I can't ask that. . .Pat Nixon
          was a stroke victim...

                         HONEY
          It's your ï¿½ to ask, Libby!
          Call downstairs and find out
          if Pat Nixon got fucked in my
          hotel room! I want to know!

          7. EXTERIOR SENATOR THEATER. 7.
          Large crowd of fans and gawkers let out a roar of
          approval as the klieg lights are switched on by WORKMAN
          and the night sky is lit up by the criss-crossing beams
          of light.

          8. INTERIOR HALLWAY OF HARBOR COURT HOTEL. 8.
          HONEY WHITLOCK, looking incredibly glamorous, is being
          led downstairs by CHARLES, the press agent and RODNEY,
          a young biker-type bodyguard assigned to her for the
          night by the theater. He wears an ill-fitting polyester
          suit and an earphone. LIBBY hurries to catch up with
          them.

                         

                         

                         

                         

                         7

                         LIBBY
          (Reading from notes)
          The hotel manager said "No."
          Pat Nixon never stayed here,
          but Nancy Reagen did in 1986...

                         HONEY

                         (AMAZED)
          You didn't actually ask him?

                         LIBBY

                         (CONFUSED)
          You said to call downstairs...

                         HONEY

                         (APPALLED)
          You asked the hotel manager if
          Pat Nixon had sex in my room?

                         LIBBY
          Well. . .sort of. I mean you
          told me...

                         HONEY
          I was kidding Libby. He must
          think you're a complete lunatic!
          Good God, you'd do anything!
          A HOTEL MAID pushing a cart of towels and bathroom
          supplies comes around a corner and is completely
          star-struck.

                         MAID
          Good luck, Miss Whitlock!
          HONEY's face freezes in horror as elevator doors
          open and she is led inside.

          9. INTERIOR ELEVATOR. 9.
          Several well-dressed hotel guests recognize HONEY
          and are thrilled.

                         HONEY
          (In a sudden tirade)
          Did you hear what that little
          bitch said to me?

                         LIBBY
          She didn't know.

                         HONEY
          In show business we say "break a
          leg." NEVER fucking "Good Luck"!

                         

                         

                         

                         

                         8
          HOTEL GUESTS frown in disappointment at HONEY's
          language.

                         LIBBY

                         (TO HONEY)
          That's just an old superstition.

                         CHARLES

                         (NERVOUSLY)
          Miss Whitlock, there's photo cps
          with the mayor in the lobby...

                         HONEY
          That cocksucker put a curse
          on my whole fucking premiere!
          HOTEL GUESTS let out a cry of shock at HONEY's
          language.

          10. INTERIOR HOTEL LOBBY. 10.
          MAYOR FENWICK, the middle aged African American mayor
          waits with the PRESS.
          HONEY steps off the elevator completely composed to a
          burst of flashbulbs.

                         HONEY
          Mayor Fenwick!
          LIBBY and CHARLES look to one another relieved as
          HOTEL GUESTS stumble out of elevator, shaking their
          heads in disgust.

                         MAYOR
          Miss Whitlock, what an honor!
          They pose together as PRESS snaps away.

                         HONEY
          I love what you've done with
          this city.

                         MAYOR
          And Baltimore loves you back!
          (Takes out proclamation)
          I, Adam Fenwick, Mayor of the
          City of Baltimore, do hereby
          proclaim April 29th to be Honey
          Whitlock Day in Maryland and do
          command this observation to all
          of our citizens. Whereas...

                         

                         

                         

                         

                         9

          11. EXTERIOR FRONT ENTRANCE HARBOR COURT. 11.
          Limos await dignitaries for publicity cavalcade to
          Senator Theater premiere.
          PETIE, a 22-year-old hillbilly tough guy, dressed in
          a chauffeur's uniform sits behind the wheel of a white
          limousine as HONEY and MAYOR and their entourages make
          their way to limos followed by PRESS.

                         PETIE
          (Looking at watch and sneakily
          speaking into walkie-talkie)
          6:41pm.

                         (SMILING EVILLY)
          A star is born...

          12. INTERIOR PROJECTION BOOTH SENATOR THEATER. 12.
          SINCLAIR STEVENS hears PETIE on earphones to his
          walkie-talkie.

                         SINCLAIR
          (Whispering into walkie)
          10-4, Petie.
          SINCLAIR nods gravely to LYLE the projectionist who
          picks up a 35mm metal film can and sneaks up behind
          MR. STILLINGS who is looking down from projection
          booth to the premiere CROWD filling the theater below.

          MR. STILLINGS
          Christ, there's what's-her-name
          from E Network. Look at the
          tits on her!
          LYLE hits MR. STILLINGS over the head with the film
          can.

                         SINCLAIR
          (In full command, over walkie,

                         CHECKING WATCH)
          6:43pm. Hit it, "SPROCKET HOLES."

          13. INTERIOR SENATOR THEATER. REFRESHMENT STAND. 13.
          PAM, the popcorn girl, wearing ear phones, as are
          all the "SPROCKET HOLE" gang, grabs a 9mm gun hidden
          underneath a mound of popcorn and quickly puts it in
          her jacket pocket between waiting on customers.

                         PAM

                         (INTO WALKIE)

                         (MORE)

                         

                         

                         

                         

                         - 10 -
          6:44pm. By whatever means
          necessary.

                         (TO CUSTOMER)
          Butter?

          14. INTERIOR SENATOR THEATER. 14.
          CHERISH works with professional BARTENDERS mixing drinks
          for a long line of benefit TICKET HOLDERS. She empties
          last of vodka from bottle into a cocktail, squats down
          and adds bottle to several molotov cocktails hidden
          under the bar.

                         PAM

                         (INTO WALKIE)
          6:46pm... In the name of
          underground cinema...

          15. INTERIOR SENATOR THEATER. JANITOR'S SUPPLY AREA. 15.
          FIDGET hurriedly unloads canisters of Mace from
          utility closet and stores them in his portable trash
          can.

                         FIDGET

                         (INTO WALKIE)
          6:47pm.

                         (CHANTING SOFTLY)
          Hey, hey, MPAA, how many
          movies did you censor today?

          16. INTERIOR SENATOR THEATER. LEFT AISLE. 16.
          LEWIS, the usher, seats a STUDIO HEAD and his WIFE in a
          row of reserved seats with other STUDIO TYPES and then
          pretends to drop torn stub.

                         LEWIS
          (Into walkie, as he searches

                         UNDER SEAT)
          6:48pm. An usher's job is
          never done, put down the
          flashlight and pick up the gun!
          LEWIS finds hidden gun and sneakily puts it in his
          pocket.

          17. INTERIOR SENATOR THEATER. INNER LOBBY. 17.
          CHARDONNAY tears a ticket, and quickly pulls a bullet out
          of her elabora6.e hairdo.

                         

                         

                         

                         

                         - 11 -

                         CHARDONNAY

                         (INTO WALKIE)
          6:50pm. Fuck the studio
          system!

                         (TO CUSTOMER)
          Enjoy the show.
          SHE gives back stub and then loads bullet into gun hidden
          beneath torn ticket stubs in her counter.

                         CHARDONNAY
          (To NEXT CUSTOMER)
          Ticket, please...
          18. Cut back to EXTERIOR HARBOR COURT HOTEL. 18.
          Closeup of HONEY WHITLOCK's furious face as she stares in
          horror at awaiting white stretch limousine driven by

          PETIE.

                         CHARLES
          What's the matter, Miss Whitlock?

                         HONEY
          A fucking white limousine?!

                         LIBBY
          Oh nobody will know, we're in
          Baltimore...

                         HONEY
          I'm not Liberace's boyfriend,
          for Chrissakes...My contract
          says black limousines only!

                         LIBBY
          The charity probably made the
          arrangements. It was an
          innocent mistake.

                         HONEY

                         (GOING BALLISTIC)
          Do I look like a coke dealer?

          ARE WE GOING TO THE FUCKING PROM?!

                         MAYOR
          (Stepping into black limo,)
          Break a leg, Miss Whitlock!
          RODNEY, in a panic, keeps checking his watch.

                         RODNEY
          Excuse me, ma'am, but Security's
          gonna have my ass if we're late...

                         

                         

                         

                         

                         - 12 -

                         HONEY
          (Turning on him with a

                         VENGEANCE)
          Don't say "ass" to me, trailer
          trash! I'll have you fired!

          19. SENATOR THEATER. BOX OFFICE OUT FRONT. 19.
          DINAH is raking in the cash.

                         TICKET BUYER
          (Handing over the money
          for reserved tickets)
          The Heart Fund must be thrilled
          at the turnout.

                         DINAH
          It's for a wonderful cause...
          Thanks for your support.
          (Between customers, sneakily

                         INTO WALKIE)
           7:01pm. Inch by mother fucking inch...

          20. INTERIOR SENATOR THEATER. STAGE AREA. 20.
          RAVEN, the usherette, carries another bouquet of flowers
          to the stage and sets the timer of the home-made bomb
          hidden inside for 7:10pm.

                         RAVEN

                         (INTO WALKIE)
          7:02pm...
          (Smiling to audience,
          under her breath)
          When the word is given, we
          will seize the cinema...
          21. Cut to NORTHERN PARKWAY, suburban throughway near 21.
           Senator Theater. White limousine speeds to premiere
          with police escort.

          22. INTERIOR WHITE LIMO. 22.
          CHARLES the press agent, LIBBY the assistant, and
          RODNEY the bodyguard sit in back with HONEY as she gives
          a phone interview. PETIE the chauffeur winks sexily in
          rear view mirror to RODNEY the bodyguard, who smiles
          back uneasily,

                         HONEY
          (On phone, being a star)
          "Some Kind Of Happiness" is a

                         (MORE)

                         

                         

                         

                         

                         - 13 -
          screwball romantic comedy -
          life-affirming but realistic and
          to be honest, with all the misery
          in the world today, couldn't we
          use a little optimism in the movies?

          23. EXTERIOR SENATOR THEATER. 23.
          SINCLAIR smiles evilly, holding a huge bouquet of
          flowers as LEWIS greets MAYOR and BODYGUARDS as they
          exit limo to applause from CROWD. HONEY's white limo
          pulls up behind them, led by MOTORCYCLE ESCORT.

                         SINCLAIR
          (Into his walkie-talkie)
          7:06pm...The Big Snatch.
          HONEY steps from limo and waves like a true star to roar
          of approval from crowd as PRESS blinds her with
          flashbulbs.

                         SINCLAIR
          (Handing her the bouquet)
          Good evening, Miss Whitlock, and
          welcome to the historic Senator
          Theater.

          24. INTERIOR SENATOR THEATER. STAGE. 24.
          MRS. MALLORY, a no-nonsense middle-aged society type
          walks on stage pushing LITTLE WILLIAM, the
          eleven-year-old Heart Fund Poster Boy who is in a
          wheelchair connected to breathing tubes. The audience
          breaks into big applause as LITTLE WILLIAM pales in
          stage fright and resentment.

          25. INTERIOR SENATOR STAGE. AUDIENCE. 25.
          LEWIS leads an applauding MAYOR to his reserved seats
          along with BODYGUARDS. MAYOR, ever the politician,
          shakes hands with FIDGET the janitor.

          26. INTERIOR SENATOR THEATER. STAGE. 26.

          MRS. MALLORY
          (At podium, into microphone)
          Good evening, I'm Sylvia Mallory,
          Chairman of the Maryland Heart Fund
          and this is Little William...
          LITTLE WILLIAM glares sullenly at audience, unhappy
          to be there.

                         

                         

                         

                         

                         - 14 -

          MRS. MALLORY
          Little William had heart surgery
          just seven days ago and thanks
          to the blood transfusion paid for
          by your generosity at tonight's
          premiere, he's going to be alright,
          aren't you, Little William?

                         LITTLE WILLIAM

                         (SULLENLY)
          I don't want to be here!

          MRS. MALLORY
          (To AUDIENCE as she tries
          to hug him)
          Little William's a little grumpy...

                         LITTLE WILLIAM
          (Snatching away her hands,
          under his breath)
          Get off me, ugly.

          MRS. MALLORY

                         (TO AUDIENCE)
          .But he's ALIVE, and that's
          what counts!
          AUDIENCE applauds.

          27. INTERIOR SENATOR THEATER LOBBY. 27.
          RODNEY and SINCLAIR lead HONEY through lobby followed
          by LIBBY and CHARLES. BARTENDERS and STUDIO PERSONNEL
          applaud and snap photos as HONEY beams.

          28. INTERIOR SENATOR THEATER. STAGE. 28.
          MRS. MALLORY continues as LITTLE WILLIAM glares at her
          in hatred.

          MRS. MALLORY
          And now the moment you've been
          waiting for! You first saw Honey
          Whitlock on the screen as the
          lovely ingenue turned vixen in
          "Good For Nothing"...

          29. PROJECTION BOOTH. 29.
          LYLE takes a big hit of pot off a bong and then picks
          up his gun.

                         

                         

                         

                         

                         - 15 -

                         LYLE

                         (INTO WALKIE)
          7:09pm. Honey Whitlock,
          welcome to film hell!
          We see MR. STILLINGS tied and gagged behind him.

          30. INTERIOR THEATER. RIGHT AISLE. 30.
          RAVEN seats CHARLES and LIBBY who look to the stage
          with professional pride.

          31. INTERIOR SENATOR THEATER. STAGE. 31.
          LITTLE WILLIAM builds in fury as he listens.

          MRS. MALLORY
          .and from then on it's been
          hit after hit...
          LITTLE WILLIAM kicks MRS. MALLORY in leg behind the
          podium where AUDIENCE can't see.

          MRS. MALLORY
          (Grimacing in pain)
          .after hit.
          LITTLE WILLIAM smiles at her sadistically.
          MRS. MALLORY tries to inch away from LITTLE WILLIAM
          who sneakily continues to kick her.

          MRS. MALLORY
          ."Ask The Lonely"..."The
          Big Hurt"...
          LITTLE WILLIAM kicks her harder.

          MRS. MALLORY
          (Off mike, furiously to

                         LITTLE WILLIAM)
          Watch it, you little fucker!
          (Back to normal)
          .her Oscar winning performance
          in "Forced Entry" and tonight...
          "Some Kind Of Happiness."

          32. INTERIOR SENATOR THEATER. BACK OF AISLE IN REAR 32.

          OF THEATER.
          HONEY waits for her cue to go on with SINCLAIR and
          her "bodyguard" RODNEY.

                         

                         

                         

                         

                         - 16 -

                         SINCLAIR

                         (INTO WALKIE)
          7:09pm and thirty seconds.

                         (SMILES EVILLY)

          33. INTERIOR SENATOR THEATER. STAGE. 33.

          MRS. MALLORY
          .Ladies and gentlemen, a big
          Baltimore welcome for MISS

          HONEY WHITLOCK!

          34. INTERIOR THEATER. 34.
          Wide shot of audience erupting in applause and
          craning their necks as HONEY is led down right aisle
          to stage by SINCLAIR and RODNEY the bodyguard,
          LIBBY and CHARLES applaud from their seats.
          MAYOR stands and applauds.
          HONEY smiles radiantly as she passes life-size
          promotional cut-out of herself in aisle.
          Cut to reverse side of cut-out and we see CHERISH
          ready to light the fuse of a molotov cocktail.
          MRS. MALLORY applauds wildly from stage.
          FIDGET starts playing pocket pool in nervous
          excitement. MAYOR glares at FIDGET in prudish
          disbelief.
          LITTLE WILLIAM sneers at HONEY's approach with
          hostility.

          35. SENATOR STAGE. 35.
          SINCLAIR grabs oversized prop check made out to
          Maryland Heart Fund for $75,000 from the wings and
          carries it on stage as RODNEY the bodyguard escorts
          HONEY to the podium.
          HONEY shakes hands with MRS. MALLORY and bends down
          to give LITTLE WILLIAM a kiss for the PHOTOGRAPHERS.
          LITTLE WILLIAM grimaces and wipes off her kiss with
          disgust before kicking MRS. MALLORY one last time.

                         HONEY

                         (INTO MICROPHONE)
          Thank you! Thank you very
          much! You're so kind!

                         

                         

                         

                         

                         - 17 -
          MRS. MALLORY sneakily disconnects a tube to LITTLE
          WILLIAM who starts gasping for air.

                         HONEY

          I LOVE YOU, BALTIMORE!

          I REALLY DO!
          SINCLAIR throws down prop check and pulls a MAC 10 gun
          HONEY's head.

                         SINCLAIR

          I AM CECIL B. DEMENTED!...
          (Rips off his short-haired
          wig to reveal bleached

                         PUNK-CUT HAIR)

          AND THIS IS A FUCKING KIDNAPPING!
          Bomb in flower arrangement goes off, sending debris
          flying.
          AUDIENCE hits the floor screaming in panic.
          RODNEY pulls a gun and fires into air as HONEY
          screams in horror.
          CHERISH throws a molotov cocktail and it explodes in
          front of theater between stage and first row of
          seats, blocking any rescue of HONEY by NEWSTEAMS.

          36. PROJECTION ROOM. 36.
          LYLE flashes CECIL B. DEMENTED logo on screen and
          rushes from projection booth.

          37. INTERIOR SENATOR THEATER. STAGE. 37.
          MRS. MALLORY clutches her heart in fright as LITTLE
          WILLIAM, gasping for breath manages to plug back in
          tube and instantly becomes hateful again, enjoying
          the mayhem.
          CECIL drags a screaming HONEY off stage as RODNEY
          runs interference, firing wildly over screaming
          AUDIENCE's heads.

          38. INTERIOR SENATOR THEATER. SNACK BAR. 38.
          PAM the popcorn girl sheds her wig to reveal her
          bizarre short hairdo and pulls gun.
           SINCLAIR STEVENS will be referred to by his terrorist
          name "CECIL B. DEMENTED" for the rest of the script.

                         

                         

                         

                         

                         - 18 -

                         PAM
          (To horrified CUSTOMER)

          WOMEN IN FILM!
          PAM jumps over popcorn counter and karate kicks
          two stunned COPS assigned to the premiere and
          pistol whips a third COP.

          39. INTERIOR SENATOR THEATER. AUDIENCE. 39.
          RAVEN, smiling happily as always, quickly punches
          out CHARLES, the press agent, as he tries to block
          a PHOTOGRAPHER from getting a shot of CECIL dragging
          HONEY up aisle towards lobby.
           CHARDONNAY tackles LIBBY, the assistant as she tries
          to run towards HONEY.

          40. INTERIOR SENATOR THEATER. STAGE. 40.
          MRS. MALLORY collapses, having a heart attack and
          LITTLE WILLIAM laughingly imitates her gasps of pain.

          41. INTERIOR SENATOR THEATER. AUDIENCE. 41.
          LEWIS fires over MAYOR's head as he rushes to stage
          help MRS. MALLORY. BODYGUARDS run for their lives.
          FIDGET tear gases STUDIO EXECUTIVES and their WIVES
          as they attempt to flee.
          CHARDONNAY rifles pocketbooks of SOCIETY LADIES and
          steals their wallets as they cower in fear on the
          floor.

          42. INTERIOR SENATOR BOXOFFICE. 42.
          DINAH stuffs cash into shopping bags, robbing the
          charity of its fund, pulls a large gun and runs out
          of cashier's booth.
          43. Cut back to INTERIOR SENATOR THEATER. STAGE. 43.
          MAYOR is giving MRS. MALLORY emergency mouth-to-mouth
          resuscitation as LITTLE WILLIAM laughs maniacally.

          44. EXTERIOR SENATOR THEATER. 44.
          Complete pandemonium as premiere AUDIENCE comes
          stampeding out of theater in a panic.
          MOTORCYCLE COP ESCORTS leap from motorcycles and pull
          guns but PETIE jumps from limo, grabs a piece of
          lumber from sawhorse and knocks them unconscious with

                         

                         

                         

                         

                         - 19 -
          it.
          DINAH comes running, firing into the air, and throws
          bags of money into back of limo and jumps in.
          CHERISH, LYLE, RAVEN, FIDGET, CHARDONNAY and PAM come
          charging out of theater, firing their guns to cover
          their escape.
          CECIL drags HONEY outside, still in a chokehold as
          RODNEY fires wildly to keep anyone at bay.

                         HONEY
          (To HORRIFIED FANS who
          duck for cover)

          HELP ME! CALL THE STUDIO!

          CALL JACK VALENTI! HELLLPPP!
          PETIE opens the trunk of the limo and RODNEY and CECIL
          throw HONEY inside and slam it shut. HONEY continues
          screaming and banging on trunk door as CECIL and GANG
          pile into limo.

                         CECIL

                         (TO GANG)

          POWER TO THE PEOPLE WHO

          PUNISH BAD CINEMA!
          PETIE peels out in limo as PREMIERE GUESTS and FANS
          dive out of the way and GANG chants "Battle of
          Algiers"-type revolutionary yell.
          CECIL fires his gun out back window and shatters the
          "Some Kind Of Happiness" logo on marquee.

          45. INTERIOR SPEEDING LIMO. 45.
          CHERISH lunges for CECIL and they french kiss hotly.
          From PETIE's POV behind the wheel we see COP CAR #1
          with sirens wailing and lights flashing heading
          towards premiere.
          In rear view mirror, PETIE sees three other COP CARS
          speeding up to Senator Theater and screeching to a
          stop.

          46. EXTERIOR YORK ROAD. NORTH OF SENATOR THEATER. 46.
          COP CAR #1 screeches into a U-turn and COP in
           passenger side fires his gun at CECIL's limo.

          47. INTERIOR SPEEDING WHITE LIMO. 46.

                         

                         

                         

                         

                         - 20 -
          Back window is blasted out by COP's bullet.

                         CECIL
          I fuckin' hate car chase scenes!

                         PETIE
          (Flooring the accelerator,

                         PISSED)
          Yeah, but "Bullit" was good!
          LYLE snorts cocaine off a coke-spoon and nonchalantly
          picks glass out of his hair.

                         LYLE
          But it lead to the "French
          Connection."

                         CHARDONNAY

                         (VICIOUSLY)
          Which inspired a sequel!

                         LEWIS
          And lead to "Smokey and The
          Bandit" and that kinda shit!
          PETIE sees another cop car speeding up behind him in
          the rear view mirror.
          DINAH leans out limo window and fires gun back'at
          cop car.

                         PAM

                         (FURIOUS)
          "Smokey and The Bandit"
          even had fuckin' sequels...
          Another cop car speeds towards them from the front
          trying to cut them off.

                         PETIE
          (Insane, driving like a lunatic)
          Yeah, Part fucking Two, 1980!...

                         DINAH

                         (IN DISGUST)
          Part Three, 1983!

                         CECIL

                         (PSYCHOTICALLY)
          "Smokey and The Bandit"
          ruined my childhood!
          CECIL fires his gun in the nick of time and shatters
          approaching cop car's windshield.

                         

                         

                         

                         

                         - 21 -
          PETIE makes a hard right and zooms up church driveway
          as two cop cars collide behind him.
          FIDGET cheers like a kid and starts absentmindedly
          playing pocket pool.

          48. EXTERIOR CHURCH ROAD. 48.
          Another cop car is speeding to premiere from behind
          the church and almost hits the limo as PETIE veers
          right in the "V" in the road, narrowly missing a
          MINISTER and a suspiciously SENSITIVE TEEN as they
          leave the church rectory.

                         CHERISH
          (Yelling out window)
          Long live pornography!

          49. EXTERIOR ONE-WAY STREET. 49.
          PETIE speeds limo the wrong way past one-way sign
          into path of oncoming speeding cop car.
          In the nick of time, PETIE turns a hard left
          skidding around corner onto bumpy cemetery road behind
          church.
          Cop car swerves right to avoid collision and careens
          into CABLE TV installation truck.
          COP jumps out of car and starts firing at limo.

          50. INTERIOR SPEEDING LIMO. 50.
          CHARDONNAY puts tape into limo cassette player and
          the entire GANG starts singing along with original
          gangsta rap song entitled "SHE'S A BANKABLE BITCH (and
          we don't need no pitch)."

          51. EXTERIOR CEMETERY ROAD. 51.
          COP fires again and hits limo trunk lock.
          Trunk door flies open and HONEY screams her lungs out,
          holding on for dear life.
          HEAVY METAL KIDS, hanging out in graveyard look up and
          see RAVEN yelling out car window with HONEY in trunk.

                         RAVEN
          (Imitating "The Exorcist")
          Your mother sucks cocks in hell!
          HEAVY METAL KIDS look at each other in horror and run

                         

                         

                         

                         

                         - 22 -
          away in fear.
          Limo bumps down road at high speed and trunk door
          bangs shut, knocking HONEY into submission.
          Limo makes a fast right.

          52 SUBURBAN INTERSECTION. 52
          Traffic is stopped in both lanes for a red light.
          PETIE screeches to a sudden stop. HE checks rear-view
          mirror and realizes they have escaped their POLICE
          pursuers.

                         PETIE

                         (TO GANG)
          We did it.
          PETIE grabs RODNEY from back seat and gives him a
          big kiss.
          A SUBURBAN LADY pulls up in her car next to limo
          on right.

                         SUBURBAN LADY
          Sinclair, is that you?
          PETIE turns down radio and GANG freezes.

                         CECIL
          (Suddenly turning into
          his old self)
          Hi, Mrs. Waltrup.

                         SUBURBAN LADY
          Did you win the lottery?

                         CECIL

                         (POLITELY)
          No, ma'am, we were at a
          movie premiere.

                         SUBURBAN LADY
          I don't go to the movies
          much, I wait for the video.

                         CECIL
          Not me, I like the big screen.

                         SUBURBAN LADY
          Say hello to your mom and
          dad for me.

                         

                         

                         

                         

                         - 23 -

                         CECIL
          I sure will.
          SUBURBAN LADY makes right on red and pulls off.

                         CECIL
          (Smugly, to GANG)
          Casting has been completed!
          PETIE peels out in other direction.
          53. Cut to EXTERIOR "SPROCKET HOUSE," a run-down, 53.
          seemingly abandoned warehouse in an industrial part
          of t:he city. The moon is full and the quiet is
          interrupted by faint sirens in the distance.
          Suddenly, like a low-rent Bat Cave, the large
          industrial garage doors swing open and the white
          limo speeds inside.
          54. Dissolve to INTERIOR SPROCKET HOUSE. HONEY's 54.
          "dressing room"; a bizarrely decorated prison cell
          fit for a movie queen.
          HONEY is blindfolded, gagged and tied to a director's
          chair with her name printed on the back, still
          wearing her torn and soiled premiere gown.
          LEWIS, now dressed in terrorist punk outfit removes
          HONEY's blindfold and gag as she sputters in terror.
          We see LEWIS has D-A-V-I-D L-Y-N-C-H tattooed on his
          fingers.
          HONEY's e yes light up in terror as she sees CECIL, now
          attired in insane grunge Cecil B. DeMille inspired
          outfit being lowered by PETIE on jerry-rigged film
          crane. "Otto Preminger" is tattooed on CECIL's bicep.

                         CECIL
          .Hello, I'm Cecil B. DeMented
          and I'm your new director...
          HONEY stares in confused horror.

                         CECIL
          I'd like you to meet your
          co-stars ...I call them the
          "Sprocket Holes."
          HONEY looks over in fear as the SPROCKET HOLES, now
          changed from their theater uniforms into their own
          scary "terrorist chic" fashions, gather around CECIL in a
          "crew-shot from hell" pose.

                         

                         

                         

                         

                         - 24 -

                         CECIL
          This is Cherish...
          CHERISH, now heavily made-up and dressed "riot-girl"
          style, in a "SINEMA" T-shirt, steps forward. We see
          "Andy Warhol" tattooed on her thigh.

                         CHERISH
          Hi, I played you in lots of
          porno movies. "Some Kind Of
          Happiness"? I've already shot
          it - only it's called "Some
          Kind Of Horniness."

                         (PROUDLY)
          But that's all behind me. I'm
          an outlaw cinema girl now.

                         CECIL
          Lyle?
          LYLE takes a big huff of glue in plastic bag and
          steps forward. He is dressed in scarily in 1970's
          junky wear meets 90's Hollywood sleaze, and sports a
          "Herschell Gordon Lewis" tattoo across his skinny chest.

                         LYLE
          Hi, I'm Lyle and I'm your
          leading man. I've had a
          boner for you for years.
          HONEY pales.

                         CECIL
          (Getting off crane and
          stepping towards HONEY)
          Don't worry, we've all taken a
          vow of celibacy for celluloid.
          No one gets laid until we've
          finished our movie. We're horny...
          CHERISH starts writhing sexily.

                         CECIL
          .but our film comes first.
          CECIL gently shoves her away as SPROCKET HOLES
          undulate in sexual frustration.

                         CECIL
          .And now for the crew.
          PAM the popcorn girl swaggers over carrying a beat-up
          vintage 16mm movie camera and aims it at HONEY's face.
          She is wearing a black para-military jump suit and we

                         

                         

                         

                         

                         - 25 -
          see her "Sam Peckinpah" tattoo on her arm.

                         PAM
          I'm Pam, the director of
          photography and you'd better
          hit your mark!
          CHARDONNAY, now done up in outrageous homegirl
          gangster look, carries an old wrecked Nagra sound
          recorder and spins her microphone boom pole like
          lethal numchucks before raising it over HONEY's
          head, revealing the "Spike Lee" tattoo on her stomach.

                         CHARDONNAY
          .and remember - SPEAK UP, BITCH!
          I'm Chardonnay and I do the sound.
          LEWIS proudly steps forward, menacingly holding
          staple gun like a weapon.

                         LEWIS
          We met. I'm Lewis, the art
          director. I hope you'll be
          comfortable here...
          HONEY looks around cell and sees giant stills blown up
          from her past films showing her in physical and
          emotional distress.

                         LEWIS

                         (MOVING CLOSER)
          .'cause you ain't goin'
          nowhere else!
          HE staples her gown to the chair.
          FIDGET, the grunge dweeb, dressed in complete rags but
          looking somehow great with his "William Castle" tattoo,
          shyly steps forward, absentmindedly playing "pocket
          pool."

                         FIDGET

                         (BASHFUL)
          I'm Fidget, the costumer...
          (Suddenly rips dress to give
          her a plunging neckline)
          Sorry.. .but I'm gonna have to
          give you a new look...
          RAVEN, smiling beatifically, steps forward dressed
          in a satanic robe, an inverted cross necklace,
          pentagram jewelry and a "Kenneth Anger" tattoo.

                         

                         

                         

                         

                         - 26 -

                         RAVEN
          Hi, I'm Raven and I'm a Satanist.
          I'll be doing your makeup...
          HONEY stares back in confusion.

                         RAVEN
          You look so pale...
          RAVEN suddenly slaps HONEY across face and HONEY
          cries out in shock.

                         RAVEN
          Sorry... but Satan says...
          you need color!
          RODNEY, the biker "bodyguard," now in S&M leather
          get-up steps toward HONEY carrying a rat-tail comb
          and a hair dye applicator bottle. His "Almodovar"
          tattoo is a beauty.

                         RODNEY
          Call me Rodney. Tomorrow
          I'm bleaching your hair out
          platinum and I should warn
          you...I FUCKING HATE ROOTS!
          PETIE, the sexy hillbilly "chauffeur," now dressed
          in redneck militant garb and featuring a "Fassbinder"
          tattoo, steps forward.

                         PETIE
          Hey, I'm Petie, remember me,
          "the trailer trash"? I'll be
          your driver. I'll take you
          anywhere... anywhere but home!!
          (Laughs evilly as he

                         CARESSES RODNEY)
          From behind a curtain, covering a room of lab and
          editing equipment comes DINAH, now dressed in
          alarming vintage fashion outfit that shows off her
          shapely but purposely hairy legs. "Sam Fuller" is
          tattooed on her back. She wheels a TV set and VCR
          mounted on wheels framed by little velvet curtain.

                         DINAH
          (Snarling to HONEY)
          I'm Dinah, Cecil's prodÂ»cer
          and I do everything! I've
          been knocking down box office
          money from every big Hollywood
          hit for years to pay for this

                         (MORE)

                         

                         

                         

                         

                         - 27 -
          equipment. You fuck with me, sister,
          and you're DEAD!
          (Smugly to CECIL)
          We made the news...
          CECIL nods to DINAH to turn on the VCR to show clip
          taped from TV.

                         NEWSMAN
          . So once again, our top story.
          Sylvia Mallory, the fifty-two
          year old chairwoman of the
          Maryland Heart Fund died tonight
          at Union Memorial Hospital
          following an on stage heart
          attack she suffered in the middle
          of Honey Whitlock's kidnapping at
          tonight's Baltimore movie
          premiere...
          SPROCKET HOLES stare in amazement at TV screen, the
          enormity of their act barely sinking in.

                         NEWSMAN
          .the teenage gang of cinema
          terrorists who apparently
          infiltrated the staff of the
          Senator Theater are now eligible
          for the death penalty in the
          State of Maryland...
          CECIL nods to DINAH to turn it off, which she does.
          SPROCKET HOLES gulp and look to their leader for
          guidance.
          CECIL steps forward, getting right in HONEY's
          terrified face.

                         CECIL
          Miss Whitlock, we're going to
          make our first film and NOBODY'S
          going to stop us. Lots of kids
          dream of making a movie...
          SPROCKET HOLES smile in brain-washed enthusiasm.

                         CECIL
          .but only the ones willing
          to dia for it succeed.
          HONEY looks into CECIL's face and lets out a sob of
          terror.

                         

                         

                         

                         

                          - 28 -

           FADE OUT.
          55. Fade in to EXTERIOR "SPROCKET HOUSE." Next morning. 55.
           We hear HONEY letting out a fresh cry of agony.

          56. INTERIOR "SPROCKET HOUSE" - "HAIR AND MAKEUP," 56.
          a dilapidated section of the loft filled with broken
          mirrors, beat up barber chairs, filthy hair driers
          and mangy beauty supplies.
          HONEY, tied to a barber chair, still dressed in her
          raggedy premiere gown, moans in pain as RODNEY, in
          scary rubber fetish outfit, sadistically
          applies the final batch of double strength bleach to
          HONEY's already shockingly blond hair.
          RAVEN, wearing another "witchy" black robe and 666
          earrings, finishes up HONEY's overly-theatrical
          makeup job.

                         HONEY

                         (TO RODNEY)
          Owwww! Please! I don't
          want to be blond!

                         RODNEY
          You're going right off the deep
          end of the Clairol color chart!
          RODNEY squirts on more dye.

                         HONEY
          It's burning my scalp!
          Ow! Ow! Ow!

                         RODNEY
          Beauty comes from agony! Everyone
          knows that!

                         RAVEN
          I haven't had this much fun since
          my last livestock mutilation...
          RAVEN lunges towards HONEY's eyebrows and painfully
          tweezes out a hair.

                         HONEY
          Oh God! That really hurt!

                         RAVEN
          "In the House of Pain, there

                         (MORE)

                         

                         

                         

                         

                         - 29 -
          are 10,000 shrines."

                         (GIGGLING)
          Allistair Crowley said that.

                         RODNEY
          Let's wash it out!
          RODNEY yanks HONEY's head back as RAVEN pours
          scalding water over her head.

                         HONEY
          (Screams in pain,

                         SPUTTERING)
          Oh God, please!

                         (PLEADING)
          Let me go! I won't tell
          anybody about your little movie.
          Suddenly CECIL enters dressed to the nines in another
          lunatic "movie director" outfit. He is accompanied by
          DINAH, who is even more severely dressed in thrift-shop
          couture, carrying a clip board and a stop watch.

                         CECIL

                         (THREATENINGLY)
          ."Little"?

                         HONEY
          (Horrified to see him)
          .I mean... not little. . .10w
          budget. . .you know, cult.

                         CECIL
          Good morning, Miss Whitlock.
          Know your lines?

                         HONEY
          Please...Mr. DeMento? Is that
          correct?

                         CECIL

                         (TESTILY)
          DeMenTED!

                         HONEY
          You have the wrong star for
          this film...

                         CECIL
          Nonsense, Miss Whitlock...

                         (THREATENINGLY)
          I wrote the part just for you...

                         (MORE)

                         

                         

                         

                         

                         - 30 -
          (Hearing helicopter noise
          outside, and smiling)
          .and the whole world is watching...

                         DINAH
          (Ignoring passing police

                         SIREN OUTSIDE)
          Even your agent can't help you now!

                         (THREATENINGLY)

          YOU'RE WANTED IN WARDROBE!
          57. INTERIOR SPROCKET HOUSE - "WARDROBE." A cluttered 57.
          work area with piles of stolen clothes spread out in
          disarray. Insane fashion sketches of HONEY throwing
          bombs, firing guns, dressed in terrorist-inspired haute
          couture are tacked to the wall.
          FIDGET is vainly trying to rip off security device still
          attached to fake leopard military jacket. First he
          tries pulling it off with his teeth, then hits it with a
          hammer to no avail.

                         FIDGET

          I HATE THESE FUCKING THINGS!
          CECIL enters with HONEY as RODNEY and RAVEN follow,
          continuing torturing HONEY by blow-drying her hair
          with malfunctioning, smoking hair dryer and curling her
          eyelashes with rusty curlers.

                         CECIL
          Ah Fidget. Fidget, my little
          genius, :Fidget!

                         FIDGET
          (Not missing a beat,

                         TO HONEY)
          Please take off your clothes.
          58. INTERIOR SPROCKET HOUSE. Equipment area, next to 58.
          "Wardrobe."
          PAM is changing the film in her changing bag between her
          legs. She hears FIDGET and looks up excitedly.
          CHARDONNAY takes off her earphones and nods to LEWIS who
          is finishing up painting a van to look like a FEDEX
          delivery truck. All quickly exit.

          59. INTERIOR SPROCKET HOUSE - "WARDROBE"
          RODNEY, RAVEN, and FIDGET leer at HONEY who looks to
          CECIL in horror when she realizes there will be no
          privacy.

                         

                         

                         

                         

                         - 31 -

                         HONEY

                         (CONFUSED)
          Do I have a trailer? ...I mean,
          is there a dressing room...?
          DINAH leans over set wall from above and watches
          with open lesbian lust.

                         CECIL

                         (IMPATIENTLY)
          Miss Whitlock, we're an a schedule...

          60. INTERIOR SPROCKET HOUSE - "EQUIPMENT AREA" 60.
          LEWIS, CHARDONNAY, and PAM run to peepholes cut in
          "Wardrobe" walls and watch HONEY voyeuristically from
          the other side.

          61. INTERIOR SPROCKET HOUSE - "WARDROBE"
          HONEY sees eyeballs staring through peepholes and
          looks to CECIL in sexual fear.

                         CECIL
          (To HONEY, ever the

                         LEADER)
          Don't worry, they're not
          allowed any form of sexual release.:.
          HONEY nervously starts to unzip her gown.
          SPROCKET HOLES let out an involuntary sexual moan.

                         HONEY
          (Muttering, furious)
          The Screen Actors Guild will
          hear about this and I mean it!
          HONEY lets gown fall to floor and steps out of it.
          She is wearing beautiful lingerie.

                         FIDGET

          DAMN!

                         RAVEN

          NICE VESSEL!

                         FIDGET
          (Starts reaching into his
          pocket, subtly)
          Excuse me, ma'am.
          (Starts playing pocket pool)

                         

                         

                         

                         

                         32 -
          RODNEY moans in sexual frustration as HONEY begins
          getting dressed in FIDGET's costume.
          DINAH pants from above as HONEY slips on tight
          pants.
          LEWIS, CHARDONNAY, and PAM watch from peepholes,
          breathing hard and moaning as HONEY slips into jacket.
          PETIE appears and jealously catches RODNEY trying to
          peek down the front of HONEY's jacket. RODNEY looks
          away guiltily.
          FIDGET whacks and "creates," lewdly "styling" HONEY's
          outfit. He then wheels full-length mirror to HONEY and
          signals to CECIL she is ready.
          HONEY sees her transformation into terrorist glamour
          girl for the first time.

                         HONEY
          Oh, God, I look terrible!
          (Breaks into sobs)
          CECIL and SPROCKET HOLES applaud triumphantly.

                         DINAH
          (Suddenly all business)
          Alright, LET'S LOCK IT UP!

          62 INTERIOR SPROCKET HOUSE. SOUND STAGE. 62
          CECIL leads HONEY to set, past equipment and lights as
          SPROCKET HOLES scurry to position, adjusting lights,
          setting up camera, readying props.

                         CECIL

                         (TO HONEY)
          This is Sprocket House,
          Miss Whitlock, think of it
          as your studio.
          They arrive at the amazingly inventive exterior set of
          "RITZ CINEMA," a tiny guilded movie palace gone to seed.
          Marquee reads: PASOLINI FESTIVAL.
          HONEY stares dumbfounded.

                         CECIL
          Can't you say good morning to
          Lewis? He worked hard on this
          set with a budget of zero.

                         

                         

                         

                         

                         - 33 -

                         HONEY
          Good... morning.

                         LEWIS

                         (PROUDLY)
          All these materials were stolen
          from city-owned construction
          sites...just for you! We're
          gonna have a hit, Miss Whitlock!

                         CECIL
          Our picture is called "Raving
          Beauty." You play the insane
          owner of a failed art theater
          who along with her film fanatic
          boyfriend Lyle. . .Lyle come on over...
          LYLE enters dressed in hepcat 70's junkie splendor
          wear.

                         CECIL
          .and her violence prone
          daughter, Cherish...
          CHERISH enters in eye-popping "super model goes bad"
          look as HONEY's eyes light up in horror.

                         HONEY
          "Daughter"?!

                         CECIL
          .Together, the three of you vow
          to start a revolution to destroy
          mainstream cinema...

                         HONEY

                         (BRAVELY)
          I cannot make this movie!
          DINAH quickly hands CECIL a stun-gun.

                         CECIL
          You dare to tell Cecil B.
          DeMented you refuse!

                         HONEY
          I'm too young to play her mother!

                         CECIL

                         (THREATENINGLY)
          I know how cid you are...

                         

                         

                         

                         

                         - 34 -

                         HONEY
          (Trying to change the subject)
          It doesn't feel right... I'm just
          not motivated...

                         CECIL
          (Advancing on her with

                         STUN GUN)
          How's this for motivation? Huh?
          CECIL zaps her painfully with the stun gun.
          HONEY twitches in agony and lets out a painful
          scream.

                         CECIL
          There are no creative differences on
          a Cecil B. DeMented set, Miss Whitlock.
          Got that? One day you'll thank me for
          saving you from your bad career.
          (To LYLE and CHERISH)

          PLACES!

                         (TO HONEY)
          Alright, walk-through rehearsal.
          DINAH slams the open, hand-written, fetishistically-
          covered script into HONEY's hands.
          CHERISH takes her place in cashier's booth as DINAH
          drags HONEY inside theater door with LYLE to wait
          for her cue.
          LYLE takes out vial of drugs.

                         LYLE

                         (TO HONEY)
          Want some Ecstasy?
          HONEY shakes her head negatively in helpless horror.
          LYLE shrugs his shoulders and happily pops the pill
          into his mouth.

                         CECIL
          .and ACTION!
          CECIL moves around stage, making cliche director's
          frame with his hands as PAM and CHARDONNAY rehearse
          camera and sound moves behind him.
          All the camera equipment has "UNIV OF MD" stenciled
          on it that has been scratched out half-heartedly.

                         

                         

                         

                         

                         - 35 -

                         LYLE
          (Entering in character)
          Hey, Cherish, it's 8:00. Am
          I supposed to get this show
          on the screen or what!?

                         CHERISH
          (In character, pissed)
          I didn't sell one ticket, Lyle.
          Nobody came!

                         LYLE

                         (FURIOUS)
          Pasolini's playing and we
          have an empty theater?!
          DINAH pushes HONEY on stage.

                         HONEY
          (Reading lines in a monotone)
          It's that fucking new multiplex
          that opened in the mall, isn't it?
          CECIL's face turns to stone as the rest of the
          SPROCKET HOLES watch, shocked at HONEY's wooden
          performance.

                         CHERISH
          I heard they were sold out
          last night, Mom!

                         LYLE

                         (INCREDULOUS)
          Not for "THE FLINTSTONES"!? 
          CECIL starts banging his head painfully on cement
          wall to show his displeasure at HONEY's reading.

                         HONEY
          (Still in a monotone)
          Somebody's gotta pay for
          this insult!
          HONEY looks out and sees SPROCKET HOLES aping
          CECIL's self-destructive review of her reading;
          DINAH slaps her own face, LEWIS staples his own
          leg; RODNEY jams the sharp end of a rat-tail comb
          in his ear.
           This title will be replaced by a more recent
          critically panned big film hit we can get the
          rights to.

                         

                         

                         

                         

                         - 36 -

                         HONEY

                         (NERVOUSLY)
          From the empty seats of every
          good movie theater in America..
          PETIE fellates his own gun, RAVEN closes eyelash
          curler on her tongue.

                         HONEY

                         (BADLY)
          . We will rise up to take
          back the screen...
          FIDGET sticks a sewing needle under his fingernail.

                         HONEY
          (Just trying to finish)
          Death to those who support
          mainstream cinema!

                         CECIL
          (Banging his head on wall
          harder, insanely)

          SEE THE PAIN YOUR PERFORMANCE

          IS CAUSING ME!!?

                         HONEY

                         (FINALLY SNAPPING)
          Alright! Stop it! Please stop
          it! I'LL DO THE SCENE! FILM IT!

          JUST GET IT OVER WITH!
          CECIL immediately stops banging his head and
          SPROCKET HOLES return to normal.

                         CECIL

          PLACES!
          LYLE, CHERISH and HONEY return to start position as
          the rest of SPROCKET HOLES get ready to film.

                         DINAH

          PICTURE'S UP!
          (Holds up marker)

          ROLL CAMERA!

                         PAM
          Camera rolling.

                         CHARDONNAY
          (Spinning sound boom

                         INTO POSITION)
          Speed.

                         

                         

                         

                         

                         - 37 -

                         PAM
          Mark it!
          DINAH marks the take.

                         CECIL

          ACTION!

                         LYLE
          (Entering in character)
          Hey, Cherish, it's 8:00. Am I
          supposed to get this show on
          the screen or what?

                         CHERISH

                         (IN CHARACTER)
          I didn't sell one ticket, Lyle.
          Nobody came!

                         LYLE
          Pasolini's playing and we have
          an empty theater?
          HONEY enters and does the lines convincingly.

                         HONEY

                         (IN CHARACTER)
          It's that fucking new multiplex
          that opened in the mall, isn't it?
          CECIL's eyes light up in happiness at HONEY's
          performance.

                         CHERISH
          I heard they were sold out
          last night, Mom.

                         LYLE
          Not for "THE FLINTSTONES"?!

                         HONEY
          (Getting even better)
          Somebody's gotta pay for
          this insult!
          CECIL silently mouths the dialogue along with HONEY.

                         HONEY
          From the empty movie seats of
          every good movie theater in
          America, we will rise to take
          back the screen!

                         

                         

                         

                         

                         - 38 -
          The SPROCKET HOLES watch in awe.

                         HONEY
          Death to those who support
          mainstream cinema!

                         CECIL

                         (TRIUMPHANTLY)
          CUT and PRINT!
          CECIL and SPROCKET HOLES burst into applause.

                         CECIL
          That's more like it, Miss Whitlock!
          CHERISH gives HONEY a suddenly jealous look.

                         HONEY
          (Feeling her oats)
          To be frank, Cecil, I would
          never do this picture in my
          real film life. The whole
          message is stupid - ask theater
          owners in any country and they'll
          tell you. Hollywood makes the
          best films in the world and I'm
          proud to be part of that system.

                         CECIL
          (Suddenly the dictator again)
          Let's move on!

                         HONEY

                         (SHOCKED)
          What? No coverage?

                         CECIL
          The first take is the only
          real truth...

                         HONEY
          But you can't cut the film
          with only a master!

                         CECIL
          There are no rules in outlaw
          cinema, Miss Whitlock, only
          edges. We believe technique
          to be nothing more than failed
          style. You see, I've had a vision...
          All the SPROCKET HOLES smile like film zombies to

          HONEY.

                         

                         

                         

                         

                         - 39 -

                         CECIL
          .and that vision is called
          "ultimate reality." The rest
          of our film is shot in real
          life, with real people ... . and
          yes, with real terror.
          63. Flip wipe to EXTERIOR SPROCKET HOUSE. Industrial 63.
          doors swing open and freshly painted phony FEDEX
          truck comes speeding out.

          HONEY (VOICE OVER)
          Please, no! Let's go back!
          I hate location work!
          64. INTERIOR FEDEX VAN as it drives through downtown 64.
          streets and enters Jones Falls Expressway.
          PETIE is behind the wheel as LYLE and CHERISH study
          their lines in hand-written "Raving Beauty" script.
          CECIL hurriedly flips through TIME Magazine until he
          finds the article he wants. RODNEY and RAVEN
          torture HONEY with their constant touchups as PAM,
          CHARDONNAY, DINAH and FIDGET crowd in the back of
          van with equipment and guns as LEWIS reads a copy of
          "Psychotronic" magazine.

                         RODNEY
          I see a fucking root already!
          He lunges to HONEY's scalp with hair dye applicator
          bottle.

                         HONEY
          Owwww! Please, Cecil. I'm a
          much better actress in the studio...

                         CECIL
          That's not what TIME Magazine
          has to say.

                         (READING)
          "Miss Whitlock seems a little
          ill at ease and past her prime
          to carry a picture by herself,
          especially one as sappy and
          overproduced as "Some Kind Of
          Happiness."

                         HONEY

                         (SHOCKED)
          TIME Magazine said that?

                         

                         

                         

                         

                         - 40 -

                         LEWIS
          Your picture's gonna lose
          thirty million dollars.

                         PETIE

                         (TO HONEY)
          Can I ask you a question?
          Did you ever fuck Mel Gibson?

                         HONEY
          (Ignoring both PETIE and LEWIS)
          Cecil, give yourself up!
          It's not too late...

                         LEWIS
          Our film goes into profit the
          day we sell the first ticket!

                         PETIE
          (To HONEY, again)
          How big is his dick, anyway?

                         HONEY
          (Still to CECIL, refusing to
          acknowledge PETIE or LEWIS)
          Come to Hollywood with me and I promise
          I'll get you a job as a production
          assistant on a real Hollywood movie.

                         PETIE

                         (LOSING IT)

          TELL ME ABOUT MEL GIBSON'S

          DICK AND BALLS!
          65. EXTERIOR TIMONIUM CINEMA. Suburban chain theater 65.
          in mall. "FLINTSTONES" is playing in both theaters.
          FEDEX van pulls up out front and stops.

          66. INTERIOR FEDEX VAN. 66.
          SPROCKET HOLES have guns drawn and equipment ready
          and are ready to begin "location shooting."

                         CECIL
          .and remember there are no
          bad takes in a Cecil B. DeMented
          picture - just keep the scene going

                         LYLE
          (To HONEY, getting ready
          to take a large capsule)
          I never took this much acid

                         (MORE)

                         

                         

                         

                         

                         - 41 -
          before, so if I forget my lines,
          Honey, cue me!

                         (POPS PILL)

                         CHERISH
          (Primping with FIDGET'S help,

                         TO HONEY)
          Do my tits look OK? They're
          bigger than yours, you know.

                         HONEY
          Cecil, please don't make me do
          this scene...

                         CECIL
          Your Hollywood system stole our
          sex and co-opted our violence so
          there's nothing left for our kind
          of movies... except this!

                         DINAH

          PICTURE'S UP!

          67. EXTERIOR TIMONIUM CINEMA. 67.
          PAM and CHARDONNAY leap from the van with their
          equipment followed by DINAH who holds marker up
          before van door.

                         DINAH
          Roll camera.

                         PAM
          Camera rolling.

                         CHARDONNAY
          Speed.
          DINAH marks the take.

          68. INTERIOR VAN. 68.
          HONEY, LYLE and CHERISH prepare to leap out of van.

                         CECIL

                         (SMILING INSANELY)

          ACTION!

          69. EXTERIOR TIMONIUM CINEMA. 69.
          LYLE and CHERISH leap from van with guns drawn.

                         

                         

                         

                         

                         - 42 -
          LYLE and CHERISH
          (Chanting in character)

          SABOTAGE THE CINEMA! TAKE BACK

          THE SCREEN!
          HONEY leaps out with gun drawn.

                         HONEY
          (In character, chanting)

          VANDALIZE THE MOVIES! GIVE

          BACK THE DREAM!
          (Suddenly out of character)
          This is sQ stupid...
          CECIL leaps from van followed by SPROCKET HOLES
          carrying props.

                         CECIL
          (Aiming his gun at HONEY,

                         FURIOUS)
          Say the lines the way they're
          written!
          HONEY, terrified, immediately jumps back into
          character.

                         HONEY
          (Yelling to BOX OFFICE LADY
          in ticket booth)
          How dare you play this rotten movie?!
          PAM pans the camera to BOX OFFICE LADY whose eyes light
          up in fear at seeing the "actors" in their terrorist
          outfits.

          BOX OFFICE LADY
          Oh my God, it's Honey Whitlock!

                         CECIL
          (Yelling to "actors" into

                         MEGAPHONE)

          I SAID ACTION!
          LYLE and CHERISH grab HONEY and they run toward BOX

          OFFICE LADY.

                         HONEY
          (To BOX OFFICE LADY)
          $7.50 for this piece of shit?!
          BOX OFFICE LADY screams and locks herself inside as
          HONEY spray-paints S-H-I-T across box office glass.

                         

                         

                         

                         

                         - 43 -
          Macho TICKET TAKER kid comes running out.

                         TICKET TAKER

                         (TO HONEY)
          Hey you! You got a problem?

                         LYLE
          (For the camera)

          FEEL THE PAIN OF UNDERGROUND

          FILM!

                         (PUNCHES HIM)

                         CHERISH

          THE KICK OF OUTLAW CINEMA!
          (Kicks TICKET TAKER in balls)

                         LYLE
          (To HONEY, breaking out

                         OF CHARACTER)
          WOW! I'm peaking!
          RODNEY, RAVEN and FIDGET run to HONEY and touch her
          up and adjust costume whenever she's off camera.

          70. INTERIOR LOBBY TIMONIUM THEATER. 70.
          CECIL runs in front door followed by PAM and
          CHARDONNAY, carrying old-fashioned "sun-gun" lights,
          and still filming and recording the sound.
          CANDY COUNTER GIRLS look up in fear.

                         CECIL
          I am Cecil B. DeMented and you're
          in my movie! Look in the camera
          and ruin a take and you're both dead!
          CANDY COUNTER GIRLS get nervy, eager to be in any
          movie.

          CANDY COUNTER GIRL A
          (Excited, to CECIL)
          Do you know Quentin Tarrantino?

          CANDY COUNTER GIRL B

                         (GIGGLING)
          We love his movies.

                         CECIL

          NO AD LIBBING!
          (Fires gun in air)
          HONEY enters in full character, pointing guns at

          CANDY COUNTER GIRLS.

                         

                         

                         

                         

                         - 44 -

                         HONEY
          (To CANDY COUNTER GIRLS)

          THREE DOLLARS FOR A FUCKING

          CANDY BAR?!
          CANDY COUNTER GIRLS scream in real fear.
          DINAH and LEWIS enter on exit side of front doors
          and guard the "set."
          LYLE and CHERISH enter in character with their guns
          drawn.
          LYLE grabs an over-sized cup from behind counter.

                         LYLE
          You call THAT a SMALL??!!

                         CHERISH
          (Tasting a handful of popcorn)

          THIS IS STILL POPPED IN

          COCONUT OIL, ISN'T IT?!!
          CHERISH blasts popcorn machine with gun.
          THEATER MANAGER comes running down from office.

                         MANAGER
          (Walking right into

                         CECIL'S TAKE)
          Hey, what's the trouble here!?
          CHERISH glares at a large marketing booth filled
          with items for sale in lobby.

                         CHERISH

          NOBODY NEEDS THIS GARBAGE!
          She overturns the booth and items crash to the
          floor.

                         LYLE

                         (TO MANAGER)
          We are the ultimate bad review!

                         MANAGER
          (Nervous, trying to back away)
          Please ...I didn't make this
          movie ... . I'm just the manager...
          CHARDONNAY knocks him out cold with one smack of her
          boom pole.

                         

                         

                         

                         

                          - 45 -

          71. INTERIOR TIMONIUM THEATER. 71.
          Horribly unfunny scene from "THE FLINTSTONES" is
          seen on screen.
          Packed AUDIENCE howls in laughter.
          Doors to lobby fly open and CECIL and his CAST and CREW
          come running in, tying handkerchiefs around their noses
          and mouths and filming the action. CECIL fires his gun
          in air. AUDIENCE turns around in confusion.

                         CECIL
          (Hissing to HONEY)
          Say the lines!

                         HONEY
          (To AUDIENCE, ferociously

                         IN CHARACTER)
          You don't have to like this movie!

                         CHERISH
          (Taking out a stink bomb)

                         (TO AUDIENCE)

          YOU'RE A VICTIM OF ADVERTISING!

                         LYLE
          (Lighting another stink bomb)

                         (TO AUDIENCE)

          THIS FILM STINKS AND YOU KNOW IT!
          LYLE, CHERISH and HONEY lob stink bombs into AUDIENCE.
          AUDIENCE screams in panic as stink bombs go off, and
          tries to run to exits, holding their noses and
          gagging as PAM and CHARDONNAY record their every
          move.
          CECIL smiles in directorial lunacy as one TICKET
          BUYER vomits right in front of PAM's camera.

                         CECIL

          CUT! PRINT!
          (To HONEY and SPROCKET HOLES)

          WRAP IT UP AND RUN!
          CECIL, his "cast and crew" take off, chanting their
          terrorist yell.

          FADE OUT.
          72. Fade in to EXTERIOR SPROCKET HOUSE. NIGHT. 72.
           We hear a cool rap song on soundtrack called
          "NO BUDGET." ("When we say action, we mean action,

                         

                         

                         

                         

                         - 46 -
          nobody's putting us in turnaround")

          73. INTERIOR SPROCKET HOUSE. 73.
          Wild "Dailies" party is in progress. LYLE is
          smoking crack and showing developed footage from
          that day's shoot on the wall of the warehouse as he
          dances lewdly with himself in place.
          LEWIS watches the "dailies" as he DJ's from turntables in
          booth while CHARDONNAY sexily raps the outlaw-film
          call-to-arms we hear on the soundtrack.
          PETIE and RODNEY torridly go-go dance on separate
          tables as PAM and DINAH writhe sexily to the beat on
          the dance floor.
          CECIL and CHERISH watch the gritty film rushes atop
          CECIL's bizarrely decored crane that doubles as their
          love nest. CECIL is frantically trying to write his
          script but CHERISH is pawing him, turned on by seeing
          herself on film.

                         CHERISH
          Come on, Cecil, I want a little
          "action" of my own!

                         CECIL
          (Gently pushing her away)
          I'm trying to write, Cherish!
          HONEY, looking more relaxed, with only one leg cuffed to
          director's chair, watches herself on film in the arty,
          grainy, but very striking footage.
          RAVEN does a "devil dance" with herself and
          ritualistically drinks from a skull head.

                         RAVEN

                         (TO HONEY)
          Goat urine, want some?
          HONEY pales.

                         RAVEN

                         (HAPPILY)
          It's a Satan thing!
          (Glancing at HONEY on film)
          You're really good in our movie!
          HONEY beams at compliment, catches herself, and smiles
          weakly back at RAVEN as FIDGET approaches with a martini
          on a tray for HONEY.

                         

                         

                         

                         

                         - 47 -

                         FIDGET
          Miss Whitlock?

                         HONEY
          Oh, craft service. Thank you,
          Fidget, but I never
          drink when I'm working but
          you're very kind. Do your parents
          know where you are tonight?

                         FIDGET
          They're probably mad...

                         HONEY
          Don't you think you ought
          to call them...?

                         FIDGET

                         (FALTERING)
          Cecil says our parents are
          the enemies of film...

                         HONEY
          You know that's nonsense!
          Go ahead, call them up. I bet
          they miss you...
          LYLE ruins everything by staggering over, scarily
          high.

                         LYLE
          Hey Honey, want some crack?

                         HONEY
          I most certainly do NOT, Lyle.
          I can't believe you'd be a drug
          addict in the 90's - it's so retro.

                         LYLE
          Before I was a drug addict, I had
          so many different problems, Honey.
          Now I just have one - drugs. It
          gave my life a real focus.
          Cut to CECIL on crane with CHERISH as they hornily
          watch CHERISH on film.

                         CHERISH
          (Suddenly riding CECIL's leg)
          How can you see me on film and
          not want to fuck me?!

                         

                         

                         

                         

                         - 48 -

                         CECIL
          (Moaning in sexual frustration)
          I S-Q want to fuck you, Cherish, but
          you know I can't...

                         CHERISH
          Why not?!

                         (PROUDLY)
          All my directors fuck me!

                         CECIL
          (Suddenly back in control)
          I'm not "all your directors," Cherish.

          I'M CECIL B. DEMENTED, THE ULTIMATE

          AUTEUR!
          LYLE begins projecting the dailies on the writhing
          bodies of the sexually frustrated SPROCKET HOLES.

                         CECIL
          (Grabbing microphone and
          addressing his followers)
          SOLDIERS OF CINEMA, save your
          sexual energy for the silver screen...
          SPROCKET HOLES break apart and look up to CECIL.

                         CECIL
          Our footage is stronger than
          Otto Preminger's...
          CHERISH licks CECIL's tattoo.

                         CECIL
          .creepier and darker than
          David Lynch's...
          LEWIS scratches a sexual note in the music as he
          lusts towards CHARDONNAY who sings out a torrid
          moan.

                         CECIL
          .more exploitative than
          Herschel Gordon Lewis.
          LYLE humps the projector, out of his mind.

                         CECIL
          .and more violent than
          Sam Fuller..-
          DINAH writhes in horniness, pulls her pistol and fires
          at "The Films of David Lean" coffee table book she uses
          as a target.

                         

                         

                         

                         

                         - 49 -

                         CECIL
          We will rise above our raging
          hormones to a new level of
          cinema unrest!
          Cut to FIDGET sneakily dialing parents on phone as
          HONEY nods her support.

                         CECIL
          . Do whatever it takes to
          avoid sexual release! Get as
          drunk as Sam Peckinpah...
          PAM guzzles whisky.

                         CECIL
          As high as Rainer Werner
          Fassbinder!...
          LYLE sniffs fumes from an aerosol can of metallic
          paint.

                         CECIL
          But stay celibate for celluloid!
          Cut back to FIDGET on phone. We see his suburban
          MOM answer on split screen.

                         FIDGET'S MOM

                         (WORRIED)
          Hello.

                         FIDGET

                         (CHEERFUL)
          Mom, it's me, Fidget.

                         FIDGET'S MOM

                         (FRANTIC)
          Oh God, where are you, Fidget?
          Are you okay?

                         FIDGET
          I'm fine. The movie's going
          great, Mom!

                         FIDGET'S MOM

                         (HORRIFIED)
          Going great? Fidget... you're
          wanted for murder!
          Cut back to CECIL whc is building to a climax of
          brainwashing.

                         

                         

                         

                         

                         - 50 -

                         CECIL
          .Feel the black humor of
          Almodovar...
          RODNEY dances a wild S&M step and tries to look
          PETIE in the eyes.

                         CECIL
          .the satanic fury of Kenneth
          Anger!
          RAVEN, possessed by the devil, rolls her eyes back
          in devil horniness.

                         CECIL
          .the racial tension of Spike Lee...
          CHARDONNAY lets out a soulful wail as she dances in
          sexual abandon.

                         CECIL
          (Spotting FIDGET on the
          phone and giving him the

                         EVIL EYE)
          .and the unashamed exhibitionism
          of William Castle!
          FIDGET freezes and looks down at William Castle's name
          tattooed on his arm.

                         FIDGET'S MOM
          (Still on phone)
          Hello? Fidget, talk to me!
          Hello? We'll come and get
          you! Tell us where you are!
          Hello? Hello?
          FIDGET hangs up phone and starts playing pocket pool
          frantically.
          HONEY sighs and shakes her head in disappointment.

                         LEWIS
          (Sneaking a peak at "Vibe
          Magazine" before blurting
          out to CECIL)
          If we can't have sex, can't
          we at least make money?

                         CHARDONNAY
          (Scared, but giving it
          her best shot)
          Yeah, Lewis thinks I could
          have a hit record!

                         

                         

                         

                         

                         - 51 -

                         CECIL

          NO, NO, NO, SPROCKET HOLES!
          I'm a prophet against profit!
          And you should refuse to sully
          your artistic vision with
          financial success!
          (Wide-eyed, to all)

          SPROCKET HOLES, BE STRONG!

          AND JOIN ME IN PRAYER!
          LEWIS and CHARDONNAY give up quickly and join the
          other SPROCKET HOLES as they fall to their knees in
          cult worship.
          HONEY signals to FIDGET she's changed her mind -
          she'll have the martini after all.

                         CECIL
          Oh, Andy Warhol, we worship
          you from the new cinema
          underground...

                         ALL
          Oh, Andy Warhol, we worship
          you from the new cinema
          underground...
          HONEY guzzles down the martini.
          CHERISH prays the hardest, still sexually aroused.

                         CECIL
          .help us to use our sexual
          frustrations as you did for
          the future of outlaw film!

          SAY IT SPROCKET HOLES!
          HONEY watches, a little tipsy.

                         ALL

          CELIBATE FOR CELLULOID!

                         CECIL

          SAY IT AGAIN LOUDER!
          HONEY absentmindedly joins in as she stares at
          herself in rushes looking quite stellar as,CHERISH
          eyes her jealously.

                         ALL

          CELIBATE FOR CELLULOID.

                         CECIL

          LIGHTS OUT!

                         

                         

                         

                         

                          - 52 -
           Immediate black-out.
          74. Slow Fade-in to EXTERIOR SPROCKET HOUSE.SUNRISE. 74.
          75. Cut to INTERIOR SPROCKET HOUSE. 75.
          SPROCKET HOLES are passed out all over loft,
          surrounded by rotting junk food, empty liquor
          bottles and last night's party debris.
          CECIL and CHERISH lie asleep twisted and entwined in
          the sheets, tortured by their erotic dreams.
          Suddenly, one of CECIL's bloodshot eyes open and
          he lurches for the microphone.

                         CECIL
          (In a booming voice to
          all the SPROCKET HOLES

                         BELOW HIM)
          Hey kids! Wake up! Let's make
          a mother-fucking movie!
          He hits hideously loud alarm button.
          SPROCKET HOLES leap to their feet and stagger into
          film production.

          76. INTERIOR SPROCKET HOUSE. HONEY'S DRESSING ROOM. 76.
          Before she can barely open her eyes, HONEY sees
          RODNEY and RAVEN rushing towards her, their
          instruments of beauty torture ready.

                         RODNEY
          (Glaring at HONEY's hair)
          I see that fucking brown color...

                         HONEY
          Please Rodney, those aren't roots
          - they're scabs on my scalp from
          the dye and they're raw!
          RODNEY sadistically squirts her roots with dye as
          HONEY lets out a cry of agony.

                         RAVEN

                         (SMILING)
          Just close your eyes and think
          of the films of George Cukor.
          RAVEN tweezes HONEY'S eyebrows painfully as RODNEY
          continues to torture her hair.

                         

                         

                         

                         

                         - 53 -

                         HONEY
          OWWWW!! Please... please...
          (Trying a new tactic)
          Raven, you're a pretty girl,
          you could escape this madness...

                         RAVEN
          Escape to what, Honey?

                         (PROUDLY)
          My father is a Zo-Zo, the
          three-headed guard dog at the
          gate of hell!

                         HONEY
          Well ...I'm sorry to hear that...

                         RAVEN
          And one day I'm gonna commit
          revolutionary suicide for celluloid...

                         HONEY

                         (REALLY SCARED)
          Don't say that, Raven! Tell her,
          Rodney - no movie is worth dying for!
          RODNEY blasts HONEY's hair with his fiery
          malfunctioning drier as she cries out in pain.

                         HONEY
          OWWWW! Rodney, why do you want
          to hurt me? Gay men are supposed
          to be gentle...

                         RODNEY
          (Begins teasing HONEY's hair)
          That's just it, Honey! I'm not
          gay. I'm straight and I fucking
          hate it! Petie loves me but I
          can't love him back! I've tried!
          I kiss him and all I feel is beard.

          I CAN'T TAKE THAT CERTAIN THICKNESS

          IN HIS PANTS!

                         (SOBBING)
          I'm so ashamed of my heterosexuality!

                         RAVEN

                         (COMFORTING HIM)
          Oh, it's alright, Rodney.

                         RODNEY
          (Suddenly snapping back

                         INTO MEANNESS)

                         (MORE)

                         

                         

                         

                         

                         - 54 -
          That's why some days I gotta
          hurt people.
          (Starts brushing out HONEY's
          teased hair brutally)

                         HONEY

          OWWWWW!

                         RAVEN
          It's not Honey's fault.

                         RODNEY
          Make them pay for me thinking
          about pussy!
          RODNEY rips out a clump of HONEY'S teased hair with
          brush.

                         HONEY
          Oh God, stop...

                         RAVEN

                         (TO RODNEY)
          No one chooses to be
          heterosexual. Honey knows
          that.

                         RODNEY
          (In a rage)

          I'M STRAIGHT! AND I HATE!

          SO JUST GET USED TO IT,

          HONEY WHITLOCK!
          He blasts the blow drier on finished hairdo and
          flames singe her neck.

                         HONEY

          AHHHHHHHHH!
          CECIL enters, now dressed in an even more elaborate
          Cecil B. DeMille-inspired movie director outfit.
          PETIE, acting as bodyguard, leers at RODNEY who lets
          out one final sob of frustration as DINAH, changed
          into another alarming retro fashion number wheels in
          her portable TV monitor and VCR.

                         CECIL
          Good morning, Miss Whitlock.

                         HONEY

                         (SOBBING)
          Cecil, I want to go back to
          Hollywood!

                         

                         

                         

                         

                         - 55 -

                         CECIL
          Whatever for? Your old career
          is over. . .but your comeback
          has just begun...
          CECIL nods to DINAH to start tape and we see a
          TEENAGE BOY on news in front of vandalized Timonium
          theater.

                         TEENAGE BOY
          .I was in the audience when
          they attacked and I'll tell
          you. . .Honey Whitlock was awesome!
          HONEY looks in confusion to CECIL who smiles proudly
          back. Tape jumps to a different news show showing
          TEEN GIRL, wearing a handmade "CECIL RULES" T-shirt.
          She stands out front of the popular local art house,
          The Charles Theater.

                         TEEN GIRL
          I think Honey Whitlock is right
          - most films suck and it's time
          somebody did something about it...
          HONEY catches herself half smiling at the favorable
          mention.
          Tape cuts to TIMONIUM THEATER MANAGER, his head now
          bandaged.

                         THEATER MANAGER
          .Nobody forced her to be in
          that movie, I could see that,
          but she was damn good! Scarier
          than hell, if you ask me! She
          looked different from her other
          films, too...I don't know...
          younger.
          HONEY's face lights up but CECIL quickly brings her
          down to earth.

                         CECIL
          There are still some people
          who don't understand our work...
          DINAH zaps on TV and we see MIDDLE-AGED MAN in suit
          behind podium at press conference. Subtitle
          identifies him as "MARYLAND FILM COMMISSIONER."

                         DINAH

                         (SEETHING)
          And this is live!

                         

                         

                         

                         

                         - 56 -
          SPROCKET HOLES watch in suspicion.

                         FILM COMMISSIONER
          Cecil B. DeMented, the Maryland
          Film Commission refuses to be
          intimidated by your pathetic
          gang of cinematic misfits...
          SPROCKET HOLES let out a howl of disgust as HONEY
          pales.
          77. Cut to "PRIDE OF BALTIMORE," a tall tourist 77.
          attraction docked in the Inner Harbor, the popular
          retail area on the water near the Convention Center.
          The "Hollywood Oyster Bash" is in progress as FILM
          COMMISSIONER continues his speech.

                         FILM COMMISSIONER
          .That's why we're here today
          on "The Pride of Baltimore" to
          celebrate location shooting in
          Maryland with many of the brave
          production and studio heads from
          out of state who also say NO to
          cinema terrorism.

          APPLAUSE.

          78. INTERIOR SPROCKET HOUSE. 78.
          HONEY gulps in a new found fear as she sees the rage
          building on CECIL'S twisted face.

                         CECIL

          I. .HAVE...A...VISION...
          SPROCKET HOLES gather around him in militant
          enthusiasm.

                         CECIL
          .And this time somebody
          might have to die!
          79. Wipe to EXTERIOR SPROCKET HOUSE. 79.
          Doors swing open and CECIL's speeding van, driven
          by PETIE and now hurriedly painted over to resemble
          UTZ Potato Chips delivery vehicle, flies out and
          careens around the corner.

          80. INTERIOR VAN. 80.

                         

                         

                         

                         

                         - 57 -
          CECIL is hastily re-writing his script in long-hand
          and as soon as he finishes a page, DINAH snatches it
          and passes it out to HONEY, LYLE and CHERISH who are
          now dressed in FIDGET'S newest terrorist costumes.
          The rest of the SPROCKET HOLES, dressed in caterer's
          outfits, huddle in the back of the van preparing the
          film equipment. RODNEY and RAVEN, as always, touch
          up HONEY.

                         CECIL
          (Finishing up last page
          of script, to HONEY, LYLE

                         AND CHERISH)
          OK, in this scene you guys are
          the avenging angels of
          underground cinema...

                         LYLE
          We'll let these fat cat
          producers know!

                         CHERISH
          Yeah, that Maryland is not
          safe for their kind of movies!

                         HONEY
          Cherish, this is America. They
          have the freedom to make bad
          films if they so desire...

                         CECIL
          Not anymore they don't!

                         CHERISH
          (Suddenly testy, to HONEY)
          You think just 'cause you
          made "real" movies that you're
          better than me, don't you?

                         HONEY
          Oh, please...

                         CHERISH
          Do you know w I became a
          porno star?!
          SPROCKET HOLES groan, they've heard it before.

                         CECIL

                         (TO HONEY)
          Cherish has recovered memory.

                         

                         

                         

                         

                         - 58 -

                         CHERISH

                         (TO HONEY)
          When I was ten years old my
          entire family fucked me under
          the Christmas tree...

                         HONEY

                         (STAMMERING)
          I'm.. . so sorry.

                         CHERISH
          I guess you are. "Jingle
          Balls, Jingle Balls," my stupid
          brother started singing. You
          think that's funny?

                         HONEY
          No...not at all.

                         CECIL
          It's all behind you now, Cherish.
          (Looking out window)
          We're here...

                         (EVILLY)
          .and we're makin' movies!

          81. PRIDE OF BALTIMORE. 81.
          GUESTS drink champagne, hob-nob with Hollywood types
          and suck down oysters. FILM COMMISSIONER is still
          speaking.

                         FILM COMMISSIONER
          Ask anyone who's shot their film
          in Maryland! We have the exact
          location you need for your next
          production...

          82. EXTERIOR PRIDE OF BALTIMORE. 82.
          SPROCKET HOLES disguised as caterers hop out of UTZ
          Potato chip truck with film equipment hidden in
          catering boxes and rush aboard ship past SECURITY

          GUARDS.
          On other side of van exit LYLE, CHERISH and HONEY as
          CECIL leads them towards abandoned pier building
          next to ship.

                         CHERISH
          (Continuing her story)
          "Fuck her!" yelled my grandmother.

                         (TO HONEY)

                         (MORE)

                         

                         

                         

                         

                         - 59 -
          How would you like that if it
          happened to you?!

                         HONEY

                         (SPEECHLESS)
          I. .wouldn't.

                         CECIL
          It's ok, Cherish. This way..

                         LYLE
          Hey Honey, nervous? Wanna
          try some "Special K"?

                         HONEY
          I'm working, Lyle!

          83. INTERIOR ABANDONED PIER BUILDING. 83.
          CECIL, HONEY, LYLE and CHERISH rush in.

                         CHERISH
          "Human pile," screamed my
          grandfather as they all jumped
          on! Do you know what a human
          pile is?!
          CECIL leads them up rickety steps to second floor
          trap door.

                         LYLE

          I DO!

                         HONEY
           I. .I can figure it out...

          84. "PRIDE OF BALTIMORE" DECK. 84.
          GUESTS suck down oysters in graphic montage.

                         FILM COMMISSIONER
          .From mountains to beaches...
          small towns to urban settings...
          OYSTER SHUCKER goes to get more oysters in kitchen
          and DINAH jumps him from behind holding a shucker to
          his neck.

                         FILM COMMISSIONER
          .The Maryland Film Commission
          pledges to work with state and
          federal agencies...
          A WAITER opens closet door and PAM punches him in

                         

                         

                         

                         

                         - 60 -
          the mouth, picks up a tray of oysters and starts
          serving.

                         FILM COMMISSIONER
          . to make your shoot here in
          Maryland...
          PRODUCERS and STUDIO EXECS suck down oysters from
          PAM's tray.

                         FILM COMMISSIONER
          .as inexpensive and trouble
          free as possible!
          CHARDONNAY hits WAITRESS over head with boom pole
          and grabs another tray of oysters.

                         FILM COMMISSIONER
          That's why we call Baltimore
          "The Hollywood of the East"!
          PRODUCERS and STUDIO EXECS applaud as FILM
          COMMISSIONER takes his seat.

          85. INTERIOR SECOND FLOOR, ABANDONED PIER BUILDING. 85.
          A large window overlooks Film Commission party
          below.
          CECIL, HONEY, CHERISH and LYLE climb out of trap
          door.

                         CHERISH
          (Climaxing her tirade

                         TO HONEY)

          MY FATHER SAT ON MY FACE AS

          HE OPENED HIS CHRISTMAS PRESENTS!

                         HONEY

                         (SUDDENLY SKEPTICAL)
          Oh, really! Are you sure this stuff
          really happened?

                         CHERISH
          (In a sudden rage)

          YES IT REALLY HAPPENED! "OH

          SANTA WHY HAST THOU FORSAKEN ME?"

          I SCREAMED...

                         (TO CECIL)
          BUT Â£iE. DOESN'T BELIEVE ME!

                         HONEY
          I. .I believe you.

                         

                         

                         

                         

                         - 61 -

                         CECIL

                         (LOSING PATIENCE)
          Shut up, Cherish. I've told you.

          THAT'S ALL OVER WITH! SAVE YOUR

          RAGE AND USE IT IN THE CINEMA!
          CHERISH suddenly quiets down in fear.

                         CHERISH

                         (MEEKLY)
          Yes, Cecil...

                         CECIL

                         (PREOCCUPIED)
          Now Honey...I want you to do a
          little stunt for this scene...

                         HONEY

                         (ALARMED)
          A what?

                         CECIL
          A simple little stunt.

                         HONEY
          It doesn't say anything
          about a stunt in your rewrite.

                         CECIL

                         (TO HONEY)
          See Pam?
          HONEY looks down to PAM, and sees PAM putting
          gaffer's tape mark on deck of ship.

          86. "PRIDE OF BALTIMORE" DECK. 86.
          PAM, wearing earphones, looks up at CECIL and HONEY
          in window and nods gravely.
          Another CATERER looks quizzically at PAM, not
          recognizing her. He then sees DINAH shucking
          oysters and realizes something is wrong. He spots a
          mobile phone on table.
          87. Cut back to INTERIOR SECOND FLOOR ABANDONED PIER. 87.

                         CECIL

                         (TO HONEY)
          That's your mark. When you
          hear "Action," jump through
          the window, and land facing
          Pam's camera.

                         

                         

                         

                         

                         - 62 -

                         HONEY

                         (LOOKING DOWN)
          But Cecil, surely you realize
          I could be injured...

                         CHERISH
          Suffer for celluloid!

                         HONEY
          Maybe with an air bag or some
          kind of safety precaution...

                         LYLE
          Just call me irresponsible...
          (Snorts a line of Special K)

                         CHERISH
          Outlaw cinema has no limits!

                         CECIL
          (Smiling, to HONEY)
          Prove yourself, Honey.
          HONEY spots a marine police boat quickly darting
          behind "Pride of Baltimore," filled with MARINE

          POLICE.

                         HONEY
          (Realizing this could be
          her only chance)
          Alright, Cecil. I'm a professional...
          Roll the camera.

                         CECIL
          (Hissing excitedly to
          CHERISH and LYLE, and handing

                         THEM SCRIPT)
          Places, you fools!
          CHERISH and LYLE rush to scurry back down steps.
          CECIL hands HONEY a grenade and a gun.

                         CECIL
          Don't worry, they're just props.
          After your first line, throw the
          grenade at the Film Commission.
          Nobody will get hurt.

                         HONEY
          But there are bullets in
          this gun...

                         

                         

                         

                         

                         - 63 -

                         CECIL
          Blanks ...trust me Honey.
          HONEY gulps.

                         CECIL

                         (INTO WALKIE)
          Lock it up!

          88. "PRIDE OF BALTIMORE" 88.
          PETIE and LEWIS jump SECURITY GUARDS guarding
          gang-planks to party.
          RODNEY and RAVEN, clutching their beauty supplies in
          their teeth like pirates, climb up rope ladders on
          side of ship and peer aboard.

          89. "PRIDE OF BALTIMORE" DECK. 89.
          PAM and CHARDONNAY put down serving trays and pull
          out camera and sound equipment.
          DINAH throws down shucking knife and takes out
          clapboard from under oyster bar.

          90. INTERIOR SECOND FLOOR ABANDONED PIER. 90.
          HONEY is practicing and trying to get up her nerve.
          She runs to window, stops, goes back and runs up
          again, getting her rhythm.

          91. "PRIDE OF BALTIMORE" DECK. 91.

                         PAM

                         (INTO WALKIE)
          Camera rolling.

                         CHARDONNAY
          Speed.
          DINAH marks the take.
          PARTY GUESTS fix their hair, smile, thinking they
          are in a promotional film.

          92. INTERIOR SECOND FLOOR ABANDONED PIER. 92.

                         CECIL
          (Lovingly, to HONEY)
          I kidnapped the right star,
          didn't I?
          HONEY smiles weakly.

                         

                         

                         

                         

                         - 64 -

                         CECIL

                         (SEXILY)

          ACTION!
          HONEY runs and jumps through window.

          93. DECK OF "PRIDE OF BALTIMORE." 93.
          HONEY comes crashing down in a hail of broken glass
          and lands directly on her mark holding her grenade.
          PARTY GUESTS scream in panic and try to escape but
          PETIE, DINAH, FIDGET and LEWIS block every exit with
          drawn guns.
          HONEY, bleeding from tiny cuts looks up to CECIL'S
          directorial glare and realizes she is supposed to
          act.

                         HONEY
          (In character, to table full
          of terrified producers headed
          by Film Commissioner)
          Which one of you assholes
          insulted our movie?!
          (To FILM COMMISSIONER)

          WAS IT YOU?!!

                         FILM COMMISSIONER
          No...please...I was only
          following studio orders.
          HONEY throws what she thinks is her "prop" grenade.
          The FILM COMMISSIONER dives out of the way and it
          explodes.
          HONEY, horrified that the "effect" was real looks up
          to CECIL but he has vanished.
          Suddenly CECIL enters the ship "directing" through
          megaphone.

                         CECIL
          ALL EXTRAS - keep eating the
          oysters or you will be shot
          and killed!

                         DINAH
          (Shoving party guests

                         TOWARDS CAMERA)

          I SAID BACKGROUND ACTION!

                         

                         

                         

                         

                         - 65 -
          Panicked party guests immediately slurp down oysters
          in gastronomic detail for PAM'S camera.
          CHERISH and LYLE, enter ship on cue in character,
          with guns drawn.

                         LYLE
          (Grabbing PRODUCER B)
          Didn't you produce that foreign
          language hit that was remade
          badly in English?

                         PRODUCER B
          I had to. You know American
          audiences won't watch subtitles!
          LYLE overturns bar table, sending bottles crashing.

                         CHERISH
          (Firing gun in air, pointing
          it at STUDIO EXEC A)
          Didn't you just greenlight another
          new movie based on a video game?

          STUDIO EXEC A
          It wasn't my idea... I'm just a
          vice president of creative affairs!
          We see MARINE POLICE silently pulling up to "PRIDE

          OF BALTIMORE."
          HONEY aims gun at PRODUCER C, terrified the gun is
          as real as her grenade was.

                         PRODUCER C

                         (BEGGING)
          No, please don't shoot me!
          I don't even go to the movies...

                         CECIL

                         (TO HONEY)
          Do it.
          MARINE POLICE suddenly open fire on SPROCKET HOLES.
          RODNEY is instantly killed as he mixes HONEY'S hair
          dye.
          PETIE's face turns to stone at seeing his dead
          "boyfriend."
          HONEY screams, thinking she is being rescued as
          RAVEN bravely tries to touch up her makeup.

                         

                         

                         

                         

                         - 66 -

                         HONEY

                         (TO COPS)

          HELP! IT'S ME! HONEY WHITLOCK!

                         CECIL
          (Furious, to HONEY)

          NOBODY SAID CUT!
          PETIE fires gun and kills COP who shot RODNEY.
          PARTY GUESTS and STUDIO EXECS dive under tables or
          jump overboard.
          LYLE is suddenly so stoned that he can't move.

                         LYLE
          Help me, Cherish. I'm stuck
          in a K-hole and I can't get out!
          CHERISH, firing her gun wildly, runs to LYLE and
          manages to pull him "off set" as HONEY freezes in
          terror deciding between her director or the POLICE.
          CHARDONNAY fires her gun and accidentally blasts her
          ears over earphone and lunges to turn down volume
          control on her Nagra.

                         PAM
          (Struggling to continue filming
          while firing her gun)

          HOLD STILL FOR FOCUS!
          FIDGET plays pocket pool while firing away, hitting
          a few COPS.

                         CECIL
          (To HONEY as he fires his gun)

          FINISH THE FUCKING SCENE!

                         HONEY
          (Suddenly jumping back

                         INTO CHARACTER)

          BAD MOVIES MUST BE AVENGED!
          HONEY fires gun at PRODUCER C.
          PRODUCER C clutches his stomach and doubles over.
          HONEY covers her mouth in real horror.
          Instantly PRODUCER C recovers, realizing the bullet
          was a blank.

                         

                         

                         

                         

                         - 67 -
          CECIL smiles benevolently at HONEY.

                         CECIL
          (Dodging bullets, happy)

          THAT'S A CUT!
          CECIL is shot in the left shoulder by POLICE.
          HONEY kisses RAVEN goodbye and makes a break for it
          and runs towards MARINE POLICE.

                         HONEY
          DON'T SHOOT! I'm Honey Whitlock
          and I've been kidnapped!
          HONEY is shocked when the POLICE tackle her and
          place her under arrest.
          DINAH grabs FILM COMMISSIONER and uses him as a
          human shield as she fires away, hitting several
          cops.

                         FILM COMMISSIONER

          NO! NO! WE'LL GO TO SUNDANCE

          TOGETHER, I PROMISE!
          CECIL, clutching his shoulder wound, looks up in
          shock to see HONEY being dragged off ship in
          handcuffs as POLICE read her her Miranda rights.

                         HONEY
          (In a star fit)

          GET OFF ME! DON'T YOU KNOW

          WHO I AM? I'LL HAVE YOU FIRED!

          I'M AN OSCAR WINNER!

                         CECIL
          (Horrified to lose his star)

          HOOOONNNEEEEYYY!
          As HONEY is roughly shoved in back seat of cop car,
          SPROCKET HOLES open fire and blast out back window.

                         HONEY
          (Fighting cops, looking
          back to "set")

          HELP ME CECIL! HELP!
          Cop car pulls out: siren wailing.
          .94 Cut to EASTERN AVENUE, main thoroughfare of EAST 94

          BALTIMORE.
          Helicopter shot of speeding police car taking HONEY

                         

                         

                         

                         

                         - 68 -
          to jail, speeding in and out of traffic.

          95 INTERIOR COP CAR. 95.
          HONEY is a wild animal, kicking, biting and
          struggling with COPS.

                         HONEY

          ATTICA! RODNEY KING!

          DAVID BEGLEMAN!
          Suddenly we see the UTZ potato chips truck pull up
          next to speeding cop car. PETIE is at the wheel.
          Van door slides open and there are PAM and
          CHARDONNAY aiming the film equipment as DINAH is
          ready to mark the take.
          SPROCKET HOLES, nursing their wounds, but still
          obsessed, aim guns at cops.
          COPS look over in total shock at CECIL, bleeding and
          injured but ready to direct. They fumble for their
          weapons while still battling HONEY.

                         DINAH
          Picture's up.

                         PAM
          Roll camera.

                         CHARDONNAY
          Speed.
          DINAH marks the take.

                         CECIL
          It's your closeup, HONEY!

          ACTION!
          COPS fire at CECIL but PETIE swerves the van
          expertly to make them a hard target. SPROCKET HOLES
          shoot back but they are beginning to run out of
          ammunition.

                         HONEY
          (Snapping into character)

          LONG LIVE GUERILLA FILMMAKING!

                         CECIL
          (Ducking bullets but

                         SMILING HAPPILY)

          CUT!

                         

                         

                         

                         

                         - 69 -
          CECIL fires and shoots out front tire of cop car.

          96 EXTERIOR GRAND THEATER. 96.
          Marquee reads "FAMILY FILMS ONLY - NO NC-17, X OR
          R-RATED FILMS EVER SHOWN" followed by the title of
          the Disney-esque current attraction.
          Cop car careens into boxoffice booth of theater and
          crashes into lobby as FAMILIES with CHILDREN scatter
          in fear.
          CECIL leaps from the van with gun drawn and runs to
          cop car as SPROCKET HOLES pile out of van.

          97 INTERIOR GRAND LOBBY. 97.
          Cop car is wrecked, smoke pours out of the engine.
          Both COPS are bleeding and unconscious.
          HONEY is injured but alive and struggles to climb
          out of car handcuffed as RAVEN rushes to touch her
          up and HONEY eagerly embraces her.

                         CECIL
          (To FAMILIES,
          aiming gun in the air)

          I AM CECIL B. DEMENTED, THE

          ENEMY OF FAMILY FILMS!
          He fires gun in air but he is out of ammunition.
          FAMILIES jeer, refusing to be intimidated.

          FAMILY MAN A

          YOU COULDN'T DIRECT TRAFFIC, HACK!

          FAMILY LADY B

          GO BACK TO FILM SCHOOL, STUPID!

          FAMILY BOY A

          STRAIGHT TO VIDEO! THAT'S WHAT

          YOU ARE!
          DINAH shrugs that she, too, is out of bullets.

                         CECIL
          (Beginning to panic)
          Film these fuckers, Pam.

                         DINAH
          Picture's up.

                         

                         

                         

                         

                         - 70 -

          FAMILY MAN A
          We don't want to be in your
          sick little movie!

                         PAM
          Camera rolling.

          FAMILY GIRL A
          Yeah, pay us, cheapskate!

                         CHARDONNAY
          Speed.

          FAMILY LADY A
          I I'm not anybody's extra!

                         CECIL

          ACTION!

          FAMILY LADY A
          I'm sick of violence!

          FAMILY GIRL A

          I HATE THE F-WORD!

                         LYLE
          (In character, trying to
          keep the scene going)
          YEAH? Well your movies bite the
          big one!
          FAMILIES start throwing their concession stand
          candies at LYLE, CECIL and SPROCKET HOLES and
          advance towards them.

                         CHERISH

                         (IN CHARACTER)

          WE WANT FRONTAL NUDITY!!
          FAMILIES howl in anger, covering their children's
          ears and continue forward in an angry mob.

                         CECIL
          (Beginning to retreat,

                         TO HONEY)
          Keep the scene going!

          FAMILY LADY A

          YOU STINK HONEY WHITLOCK!

                         HONEY
          (Nervously to CECIL)
          But Cecil...you didn't write
          me any dialogue...

                         

                         

                         

                         

                         - 71 -

                         CECIL
          You're one of us now, you
          know what to say!

          FAMILY MAN B
          I walk out of your films on
          airplanes!
          HONEY gets hit in the head with a Jujy Fruit.

                         HONEY

          OWWWW!
          (Suddenly snapping into

                         CHARACTER)

          FAMILY IS JUST A DIRTY

          WORD FOR CENSORSHIP!
          FAMILIES' eyes light up in rage as they charge
          CECIL, HONEY and SPROCKET HOLES, pelting them with
          their concession candies.
          Completely outnumbered, and out of ammunition, CECIL
          realizes they had better run for their lives.

                         CECIL

          CUT! MOVING ON!
          CECIL and SPROCKET HOLES take off with FAMILIES in
          hot pursuit.
          98. EXTERIOR "PATTERSON THEATER." Around the corner 98.
          from the "Grand Theater."
          Marquee announces "ADMISSION ONE DOLLAR ALL TIMES"
          and lists three recent Jackie Chan film titles.
          CECIL and his SPROCKET HOLES round the corner and
          stop in happiness at seeing the theater. CECIL
          smiles in relief and beckons his gang to follow as
          FAMILIES gain on them in fury.

          99. INTERIOR PATTERSON THEATER. 99.
          Intense karate fight scene finale is on screen as packed
          AUDIENCE of inner city ACTION FANS watch on the edge of their
          seats, cheering their hero Jackie Chan.
          Suddenly CECIL runs into front of theater through
          fire door with HONEY and SPROCKET HOLES.

                         CECIL

          ACTION FANS! HELP US!

                         

                         

                         

                         

                         72 -
          The entire audience of tough ACTION FANS leap to their
          feet.
          FAMILIES rush into theater and freeze in horror at
          the sight of ACTION FANS.
          As karate mayhem rages on screen, ACTION FANS attack
          FAMILIES with karate chops and FAMILIES turn in their
          tracks and run for their lives.
          HONEY is mobbed by ACTION FANS who beg for
          autographs. HONEY signs, confused but willing.

          100. EXTERIOR PATTERSON THEATER. 100.
          Hiway Film Delivery truck is parked and uniformed
          DRIVER is unloading 35mm film cans into lobby.
          PETIE and LEWIS run outside.

                         PETIE

          CECIL B. DEMENTED WANTS

          YOUR KEYS!

                         DRIVER
          FUCK HIM! He'll never get
          distribution!

                         LEWIS

          WANNA BET?!
          LEWIS gives an expert karate chop to DRIVER who in turn
          uses a few quick karate moves of his own on LEWIS.
          PETIE jumps in and picks up DRIVER and throws him into
          display case out front of theater, smashing the glass
          and knocking DRIVER unconscious.

          101. INTERIOR THEATER. 101
          CECIL pulls HONEY away from AUTOGRAPH SEEKERS to escape
          but stops and poses with HONEY for a celebrity polaroid
          with a bunch of ACTION FANS.

          102. EXTERIOR PATTERSON THEATER. 102
          PETIE is gunning the motor of Hiway Film Delivery truck
          with LEWIS aboard as DRIVER lies unconscious on ground.
          CECIL, HONEY and SPROCKET HOLES come running out of
          theater and pile on to truck as ACTION FANS chase after
          them, cheering and begging for autographs.

                         

                         

                         

                         

                         - 73 -
          PETIE peels out the truck, as one diehard FAN keeps
          running along so HONEY can finish signing her signature,
          hanging out the back of truck.

          FADE OUT.
          103. Fade in to EXTERIOR SPROCKET HOUSE. NIGHT. 103.
          We hear a jazzy, gospel-influenced rap song being DJ'd
          by LEWIS and sung by CHARDONNAY on soundtrack entitled
          "DeMented Forever."

          104. INTERIOR SPROCKET HOUSE. 104.
          PETIE, dressed in mourning, brands CECIL on the arm with
          the CECIL B. DEMENTED logo as SPROCKET HOLES lie
          exhausted, awaiting their turn for the brand, nursing
          their wounds, loading their guns, and eating junk food.
          CECIL, bandaged, filthy, wide-eyed in directorial
          fanaticism rants to his followers below.

                         CECIL
          .The slash and burn of the
          white hot metal will brand you
          forever with the logo of Cecil B.
          DeMented... Wear the privileged
          scar of cinema sainthood with
          pride and horniness...
          LYLE projects the dailies of the day on wall as he pops
          Percodans.
          HONEY, out of her cell and unguarded for the first time,
          watches her "stunt" footage with pride as she gets the
          vodka bottle from their filthy dirty freezer and goes
          about the ritual of making the perfect martini.
          LEWIS, proudly displaying his brand, DJ's the music as
          CHERISH writhes in a sexy go-go dance for CECIL.
          CHARDONNAY painfully caresses her fresh brand and wails
          out the chorus of "DeMented Forever."
          HONEY empties ice tray into martini shaker.

                         CECIL
          .There is no such thing as
          family. We are the orphans of
          cinema and without our movie, we
          do not exist!...
          PETIE approaches CHERISH with the red hot brand and she
          eagerly sticks out her. arm.

                         

                         

                         

                         

                         - 74 -

                         CHERISH
          My real life began in the cinema...
          PETIE brands CHERISH's arm.

                         CHERISH
          (Writhing in pleasure)
          And it will end in the cinema!

                         SPROCKET HOLES
          (Singing along with CHARDONNAY)

          DEMENTED FOREVER!
          PETIE turns to PAM, DINAH and LYLE with branding iron.

                         PAM
          (Holding out her arm bravely)
          From the valleys of Lebanon...
          PETIE brands her arm and she laughs at the pain.

                         DINAH
          .to the jungles of Cuba...
          PETIE brands her arm and she smiles in fanaticism.

                         LYLE
          (Shooting up in his leg)
          Film revolutionaries can never
          be stopped!
          PETIE brands him but LYLE feels no pain.

                         SPROCKET HOLES
          (Singing along with CHARDONNAY)

          DEMENTED FOREVER!
          Shot of HONEY pouring vodka into shaker.
          RODNEY turns to RAVEN whose eyes light up in satanic
          glee.

                         CECIL
          (Squeezing out the bullet
          from his injury)
          .Rodney died for the roots
          of cinematic rebellion...
          HONEY stops making martini and quickly checks her hair
          to see if any dark roots are showing and smiles at

          RAVEN.

                         

                         

                         

                         

                         - 75 -

                         CECIL
          .and he's now in cinema
          hell where one day we'll all
          be reunited.
          RODNEY brands RAVEN.

                         RAVEN
          (Eyes rolling back in head)

          PLEASURE IS PAIN! SLAVERY

          IS FREEDOM! SUICIDE FOR SATAN!
          HONEY scientifically adds one drop of vermouth to
          martini shaker and looks up sharply at the mention of
          suicide and gives RAVEN a stern but motherly
          disapproving look.
          RAVEN looks away guiltily, feeling HONEY's influence.

                         LEWIS

                         (BLURTING OUT)
          But our film could be a hit even
          after we're dead, right, Cecil?
          CECIL smiles egotistically and joins in chanting with
          zombie-like SPROCKET HOLES.

          CECIL AND SPROCKET HOLES

          DEMENTED FOREVER!
          A distracted HONEY expertly shakes her martini happily.
          PETIE turns towards FIDGET with the brand and FIDGET
          begins playing pocket pool frantically in fear.
          HONEY takes chilled martini glass from freezer.
          CECIL sees FIDGET's fear and nods to DINAH to turn on
          video footage with remote. FIDGET looks sad to see his
          PARENTS flash on the TV screen taped from WJZ TV news
          show.

                         FIDGET'S MOM
          .Fidget is a good boy and
          we love him...

                         FIDGET'S DAD
          .And we'll stand behind our
          son no matter what he's done.

                         FIDGET
          (Suddenly brave, to PETIE)
          NO! I want to go home!

                         (MORE)

                         

                         

                         

                         

                         - 76 -

                         (TO CECIL)

          I DON'T WANT TO BE IN SHOW

          BUSINESS ANYMORE!
          SPROCKET HOLES freeze in horror at FIDGET'S disloyalty
          and stare at him in cult pressure.
          HONEY pops an olive into martini glass and looks up in
          surprise.

                         CECIL

                         (TO FIDGET)
          I knew you were the weak
          one, Fidget.
          (Eyes widening in hypnotic

                         FRENZY)
          But just remember - your parents
          liked "Godzilla"!

                         LYLE
          They wouldn't let you see
          R-rated films as a child!

                         DINAH
          They've never been to a
          midnight movie!
          FIDGET starts to crack as his hand creeps in his pocket.

                         CHARDONNAY
          They enjoy classic TV sitcoms
          turned into feature length films!

                         CHERISH
          They've never rented a porno
          movie!
          FIDGET starts whacking nervously.

                         CECIL
          (Right in FIDGET's face)
          And to top it off...they talk
          out loud in the theater once
          the feature has begun!
          SPROCKET HOLES grimace in horror.
          Even HONEY shakes her head in disgust as she pours
          martini into glass.

                         HONEY
          That really is unforgivable,
          Fidget!

                         

                         

                         

                         

                         - 77 -
          FIDGET looks around at the brainwashed faces of his
          disgusted, judgmental cult and crumbles.
          HONEY greedily gulps down her martini.

                         FIDGET

          OK! OK! MY PARENTS ARE THE

          ENEMY OF FILM! DO IT!
          PETIE brands FIDGET as CECIL smiles victoriously.
          HONEY, slightly tipsy, joins the SPROCKET HOLES in
          singing the refrain.

                         ALL

          DEMENTED FOREVER!
          CECIL turns to HONEY as PETIE brandishes the red hot
          iron.

                         CECIL
          And you...Honey?

                         HONEY
          No, Cecil...
          CECIL nods to DINAH who plays the tape.
          HONEY sees her ex-husband, a handsome movie star on
          screen with JAY LENO on "The Tonight Show."

                         EX-HUSBAND
          Well, I was married to her for
          seven years so I know just
          how nuts Honey Whitlock is...
          JAY LENO and STUDIO AUDIENCE howls in laughter.
          HONEY stares at TV, betrayed as RAVEN gently puts her
          t arms around her in comfort.

                         RAVEN
          Satan loves you, Honey, and
          so do I.
          Tape cuts to LIBBY, HONEY's assistant, talking to
          ENTERTAINMENT TONIGHT. Subtitle on TV read "Honey
          Whitlock's Personal Assistant."

                         LIBBY
          .Honey Whitlock was always
          attracted to the wrong kind of
          man. It wouldn't surprise

                         (MORE)

                         

                         

                         

                         

                         - 78 -
          me if she was in on her kidnapping
          from the very beginning. She'd
          do anything for sex...
          HONEY howls in indignation as LYLE gives her a funny
          look.
          FIDGET pours her another quick martini.

                         CECIL

                         (TO HONEY)
          You ain't seen nothing yet!
          Tape cuts to FILM COMMISSIONER, bandaged but defiant.

                         FILM COMMISSIONER
          (Looking into camera)
          Cecil B. DeMented, you can never
          stop Hollywood! The Maryland
          Film Commission is pleased to
          announce there will be nna delay
          in tomorrow's once-secret start
          date for the 65 million dollar,

                         SHOT-ENTIRELY-IN-BALTIMORE SEQUEL
          to the Oscar-winning masterpiece,
          "Forrest Gump"...
          SPROCKET HOLES let out a cry of horror.

                         FILM COMMISSIONER

          ."GUMP AGAIN."
          CECIL's face turns to pure horror.

                         FILM COMMISSIONER
          .starring Michael J. Fox!
          Tape cuts to MICHAEL J. FOX dressed in Forrest Gump
          look. Subtitle reads "Live in Baltimore."

          MICHAEL J. FOX
          .I think I speak for every member
          of the Academy of the Arts and
          Sciences when I say: Honey Whitlock,
          you are a disgrace to the Hollywood
          community!
          HONEY sputters in fury as RAVEN pats her affectionately.
           hopefully played by the real actor.

                         

                         

                         

                         

                         - 79 -

                         CECIL

                         (TO HONEY)
          Say it...
          HONEY downs martini and, trembling in anger, puts out
          her arm for the brand.

                         HONEY
          (Losing it, crossing over)

          DEMENTED FOREVER!
          PETIE brands HONEY's arm as she grits her teeth bravely
          and SPROCKET HOLES cheer.

                         HONEY
           (In a new militant fury)
          This time, .1 have a fucking
          vision!
          CECIL's eyes light up in madman glee.
          105. Cut to EXTERIOR "STUDIO TWELVE," the one 105.
          professional sound stage in Baltimore located in the
          picturesque downtown neighborhood of Fells Point. Next
          day.
          A giant FILM CREW, all wearing "Gump Again" t-shirts,
          hustle and bustle on the first day of the film shoot,
          hauling expensive film equipment inside, setting up
          catering trucks, craft service tables and the temporary
          dining areas for the entire FILM COMPANY.
          TEAMSTERS oversee crew trucks, honey wagons and the star
          trailers, all the while guarding the set from any
          outside trouble.
          In the foreground, the Hiway Film Delivery Truck pulls
          up, hastily painted over to read "Rhebs Chocolates." We
          see PETIE behind the wheel, disguised in delivery
          uniform.
          TEAMSTER A steps over to check security.

                         TEAMSTER A

                         (GRUFFLY)
          Can I help you?

                         PETIE
          We got a delivery for Michael
          j. Fox from Paramount Studios.

                         (PROUDLY)
          Largest box of chocolates we
          ever made.

                         

                         

                         

                         

                          - 80 -
          106. Cut to INTERIOR TRUCK. 106.
          HONEY, frozen in suspense, sits dressed in the most
          frightening of FIDGET's terrorist couture getups yet,
          clutching her weapons. LYLE (in a "Dump the Gump"
          guerrilla jumpsuit) and CHERISH (scarily dressed in
          skimpy revolutionary uniform) sits with the rest of the
          SPROCKET HOLES, all clutching film equipment and guns.
          CECIL grins like a lunatic as PAM and CHARDONNAY aim the
          camera and sound boom at the door. DINAH holds
          clapboard.
          107. Cut back to EXTERIOR TRUCK. 107.

                         TEAMSTER A

                         (SUSPICIOUSLY)
          I'm gonna have to check your
          truck out...

                         PETIE

                         (NONCHALANTLY)
          Sure...
          (Hops out of vehicle to

                         OPEN DOOR)
          .You never know what you're
          going to find inside...
          PETIE slides truck door open and there are SPROCKET
          HOLES pointing guns and cameras.

                         CECIL

          ACTION!
          TEAMSTER A freezes in shock.
          PETIE quickly pulls out stun gun and zaps TEAMSTER A
          in neck.
          LEWIS and DINAH yank TEAMSTER A's twitching body
          inside truck and PETIE quickly slams door shut.
          108. INTERIOR "STUDIO TWELVE." Giant sound stage. 108.
          Famous park bench set of "Forrest Gump." MICHAEL J.
          FOX, dressed in character sits on park bench in front of
          elaborate back drop painting of the Baltimore skyline.
          ELECTRICS scurry about tweaking the lights. HAIR and
          MAKEUP people touch up the star as PROP MASTER hands
          MICHAEL J. FOX a crab cake platter and paper plate for
          the scene.

                         

                         

                         

                         

                         - 81 -
          DIRECTOR, a Hollywood type, looks up to European
          DIRECTOR OF PHOTOGRAPHY and his FOCUS PULLER atop Titan
          crane.

                         DIRECTOR
          You okay, Jean-Pierre? -
          need another camera rehearsal?

          D.P.
          No sir. We're set!
          109. Cut to INTERIOR "STUDIO TWELVE" ENTRANCE. 109.
          TEAMSTERS are playing cards, reading "The Racing Form."
          Suddenly PETIE appears from back hallway and pistol whips
          TEAMSTER B who is supposed to be guarding the door.
          As TEAMSTERS leap to their feet, LEWIS, DINAH and
          FIDGET rush in front door with guns drawn.

                         DINAH
          We're non-union and we're
          taking over this movie!

          110. INTERIOR "STUDIO TWELVE." SET. 110.
          DIRECTOR returns to his director's chair in front of
          video assist monitor next to his SCRIPT SUPERVISOR.

                         DIRECTOR
          OK, let's shoot this sucker.

          MICHAEL J. FOX
          You got it.
          111. INTERIOR "STUDIO TWELVE." Perimeters of set.
          Two PRODUCTION ASSISTANTS listen to walkie-talkie.

          A.D.

                         (OVER WALKIE)

          LOCK IT UP!

          P.A.#1
          Lock it up!
          LYLE taps P.A.#1 on shoulder. He turns around and
          LYLE punches him in the mouth.
          CHERISH grabs walkie out of stunned P.A. #2's hand
          and smacks him in the face with it, knocking him
          out.

                         

                         

                         

                         

                          - 82 -

          112. INTERIOR "STUDIO TWELVE" ENTRANCE. 112.
          LEWIS and FIDGET tie up and gag the last of the
          TEAMSTERS they've overtaken.
          LEWIS spots an issue of "Variety" and sneaks a look
          inside before rushing inside studio with FIDGET.
          113. INTERIOR "STUDIO TWELVE." Off set left. Deep in 113.
          cables and camera equipment.

          FIRST A.D.
          Picture's up!
          DINAH strangles FIRST A.D. from behind with her
          low-tech clapboard.
          114. INTERIOR "STUDIO TWELVE." Near set. 114.
          FIDGET and LEWIS sneak up on GRIPS as they tweak the
          lights and knock them out by hitting them over the
          head with C-stands.
          115. INTERIOR "STUDIO TWELVE." Off set right. Other 115.
          side of flat.
          CECIL and PAM scurry up scaffolding to the top of
          flat overlooking "GUMP SET."
          116. INTERIOR "STUDIO TWELVE." On set. 116.
          HAIR and MAKEUP finish MICHAEL J. FOX's last minute
          touch-ups and run off set.
          RAVEN and RODNEY jump HAIR and MAKEUP from behind
          and drag them behind flat where LYLE, CHERISH and
          HONEY wait as FIDGET adjusts HONEY's costume.
          117. INTERIOR "STUDIO TWELVE." Off set left. 117.
          DINAH has taken over FIRST A.D. job.

                         DINAH

                         (INTO WALKIE)
          Roll camera!
          118. INTERIOR "STUDIO TWELVE." On set. 118.
          Crane is raised by OPERATOR on ground to the top of the
          set. CECIL and PAM are on scaffolding on other side,
          waiting to strike.

          D.P.
          Camera rolling!

                         

                         

                         

                         

                         - 83 -
          CECIL and PAM stun gun the D.P. and FOCUS PULLER, throw
          their bodies off crane and onto scaffolding on other
          side of set wall.

                         DIRECTOR
          (Hearing a noise)

          CAN I HAVE FUCKING QUIET?!

                         SOUND MAN
          Speed!
          CHARDONNAY pulls gun on stupefied SOUND MAN as he
          listens through earphones on the side of the set.
          PETIE pistol whips the CRANE OPERATOR.
          CECIL, finally atop a real professional film crane,
          licks it in sudden sexual passion.

                         PAM
          (Disgustedly, looking through
          Panavision camera, disguising
          her voice like a man)
          Mark it!
          CAMERA ASSISTANT marks the take.

                         DIRECTOR

          ACTION!
          MICHAEL J. FOX munches a crab cake on park bench as
          scene begins.
          A LARGE LADY sits next to him on bench.

          MICHAEL J. FOX
          Hi, I'm Forrest Gump...

                         LARGE LADY
          That's a damn shame...

          MICHAEL J. FOX
          You want some of my crab cake?...
          CECIL jams his fingers in his ears and twists his face
          in agony at hearing the dialogue as PAM nervously
          operates a Panavision camera for the first time. CECIL
          catches her secret enjoyment of the high-tech equipment
          and gives her a furious look.
          PETIE expertly lowers them down on crane, mimicking the
          original opening shot of "Forrest Gump."

                         

                         

                         

                         

                         - 84 -
          DIRECTOR happily watches the shot in his video monitor
          without looking up.

                         LARGE LADY
          (To MICHAEL J. FOX)
          I don't eat scavengers. You
          know what crabs eat? Fish feces.

          MICHAEL J. FOX

                         (IN CHARACTER)
          Well, my Mama always said
          "Gump happens." Shucks, I
          guess life is like a crab cake,
          there's good stuff inside but
          it's surrounded by a lot of crap.

                         CECIL

          CUT!

                         DIRECTOR
          (Looking up in shock)
          What the hell?

                         CECIL
          I I am Cecil B. DeMented and
          this picture is TERMINATED.
          PAM shoves Panavision camera off crane and it just
          E misses DIRECTOR as it smashes to floor.

                         DIRECTOR
          (Horrified but being

                         A HERO)
          Get off my set! NOW!
          LEWIS pushes over a giant light that just misses a
          terrified MICHAEL J. FOX and LARGE LADY as it crashes to
          set.

                         DIRECTOR

                         (BRAVELY)
          Nobody can stop the popularity
          of "Forrest Gump."
          CHARDONNAY smiles evilly and smashes the SOUND MAN's
          expensive state-of-the-art sound recorder.

          119 INTERIOR "STUDIO TWELVE." ENTRANCE. 119
          TEAMSTERS, now conscious, are struggling to free one
          another from SPROCKET HOLE restraints.

                         TEAMSTER B
          .Fucking little scabs...

                         

                         

                         

                         

                         - 85 -

                          TEAMSTER C
          We'll get their little 16mm
          asses.

                         TEAMSTER D
          (Getting hands free)
          I got it!

                         TEAMSTER C
          Nobody fucks with the
          International Brotherhood of
          Teamsters!
          120. Cut back to INTERIOR "STUDIO TWELVE." On set. 120.
          CECIL and PAM are atop crane with their 16mm camera.

                         PAM
          Mark it!
          FIDGET holds a terrified MICHAEL J. FOX and LARGE LADY
          at gunpoint as DINAH marks the take by suddenly banging
          DIRECTOR'S head on pole.

                         PAM
          Take one!

                         CECIL

          ACTION!
          HONEY, LYLE and CHERISH enter, in costume, in
          character, pointing weapons.

                         HONEY
          (Growling scarily,
          to MICHAEL J. FOX)

          I FUCKING HATE FORREST GUMP!

          MICHAEL J. FOX

                         (PLEADING)
          I. .only take the roles that
          I'm offered, ma'am.

                         DIRECTOR
          Are you this desperate for
          publicity, Honey Whitlock?

                         HONEY
          (Aiming gun at DIRECTOR)

          DON'T STEP ON MY LINES, ASSHOLE!
          121. INTERIOR "STUDIO TWELVE." Off set. 121.

                         

                         

                         

                         

                         - 86 -
          TEAMSTERS B, C, D & E are running to set, tossing
          guns to each other.
          122. Cut back to INTERIOR "STUDIO TWELVE." On set. 122.

                         LYLE
          (Pointing gun at LARGE LADY)
          No more per diems!

                         LARGE LADY
          Please ...I'm a local hire -
          don't kill me!

                         CHERISH
          (To terrified CREW)
          No more meal penalties!

                         SHOP STEWARD
          Yes, ma'am. We're off the
          clock...

                         HONEY

                         (TO DIRECTOR)
          And no more free food at
          international film festivals
          for you either - HACK!

                         DIRECTOR
          (Trembling in fury)
          The Directors Guild of America
          will bring down their swift
          sword of justice on you rank
          amateurs!
          Suddenly TEAMSTER B opens fire and shoots LYLE in
          the back of the head right in the middle of CECIL's
          take.
          MICHAEL J. FOX and DIRECTOR dive for cover under
          park bench as LARGE LADY runs for her life.

                         LYLE
          (Mumbling in death)
          Drugs.. .give me drugs...
          RAVEN runs forward with a bottle of poppers and gives
          LYLE a snort. He smiles and twitches in final death
          rattle.

                         CECIL
          (Always the director, happy)
          It's OK! We got it on film!

                         (TO HONEY)
          Keep going!

                         

                         

                         

                         

                         87 -

                         PAM
          (Frantically adjusting her lens)
          Visions of light!
          HONEY gulps as bullets whiz around her head and then
          jumps right back into character.

                         HONEY

          DEATH TO ALL WHO ARE

          CINEMATICALLY INCORRECT!
          (Fires her gun in air)

                         CECIL

                         (TO TEAMSTERS)

          THAT MEANS YOU, FUCKERS!
          CECIL fires his gun and kills TEAMSTER B.
          CECIL is shot in the chest by TEAMSTER C and falls to

                         F
          his knees in great pain.
          PAM pans the camera back to TEAMSTER C and shoots her
          gun and kills him.
          CHERISH runs to crane and hops on with CECIL and shoots
          at TEAMSTERS D & E who rush in.
          DINAH sees that CECIL has been hit and a look of fury
          sweeps over her face.
          CECIL fires gun at TEAMSTERS F, G & H as they flood the
          set.
          FIDGET fires his gun at TEAMSTER F with one hand and
          plays pocket pool with the other hand. He is shot in
          pocket pool hand by TEAMSTER G and looks down, stunned
          at his injury.
          PETIE maneuvers the crane from below with amazing skill
          to dodge the bullets as CECIL and CHERISH fire back at
          TEAMSTERS G & H, and PAM continues to film.
          PAM is shot in stomach by TEAMSTER G.
          LEWIS staple guns TEAMSTER F right in the neck with
          multiple staples.
          CHARDONNAY hurls an expensive microphone at TEAMSTER H
          just as he is about to shoot her and then continues
          recording the sound on her own equipment.

                         CHARDONNAY

          WILD SOUND!

                         

                         

                         

                         

                         - 88 -
          Suddenly TEAMSTER D jumps from trap door in set floor
          with gun aimed at HONEY.
          CHERISH fires her gun in the nick of time and kills
          TEAMSTER D and saves HONEY's life.
          HONEY locks eyes with CHERISH in a newfound thespian
          bond.
          HONEY, FIDGET and RAVEN crawl off set as bullets fly
          over their heads.
          CECIL, PAM and CHERISH are cornered by TEAMSTERS E, G &
          H who advance on crane with drawn guns.
          PETIE throws his hands in the air.
          CECIL fires but he is out of ammunition.
          DINAH frantically reloads her weapons.
          CHERISH fires but then she too is out of ammunition.
          PAM continues to film, bleeding badly from her wound.
          DINAH suddenly runs in front of CECIL in a kamikaze
          action and opens fire killing TEAMSTERS E, G & H.
          CECIL grabs HONEY and all SPROCKET HOLES manage to
          escape set before TEAMSTER F, badly injured with staples
          in neck, staggers to his feet and mows down DINAH in a
          hail of bullets.
          CECIL's eyes light up in horror at seeing DINAH's
          corpse.

                         CECIL

          DINNAAHHH!

          123 EXTERIOR "STUDIO TWELVE." 123
          A badly injured and distraught CECIL staggers outside
          with HONEY and what's left of his wounded SPROCKET
          HOLES, and they limp up the street.
          CHERISH races ahead and turns the corner just as
          bleeding TEAMSTER F staggers out of studio and
          collapses. TEAMSTERS I & J come around corner, sae
          what's happening and take off after CECIL and SPROCKET

          HOLES.
          124. Cut to marquee APEX ADULT CINEMA. 124.

                         

                         

                         

                         

                         - 89 -
          Marquee reads "AN ALL ANAL EVENING STARRING

          CHERISH."
          Camera pans back to CHERISH's face smiling in relief
          at seeing her old flagship theater.
          CECIL, HONEY and SPROCKET HOLES stagger around
          corner and CHERISH beckons them to follow.

          125. INTERIOR APEX ADULT CINEMA. 125.
          The credits for "REAR ENTRY," a heterosexual porno
          parody of Honey's big Hollywood hit, "Forced Entry"
          are just beginning. "STARRING CHERISH" flashes on
          screen.
          We see CHERISH in the film dressed in skimpy lingerie
          outfit and Honey Whitlock wig as she writes in her diary
          on bed.

                         CHERISH
          (VOICE OVER as camera
          pans her body)
          Dear Diary, another day and
          the same old thing... everywhere
          I go-everything I do seems
          to lead to the same dead end...
          (She turns over to write
          on her stomach)
          .my derriere...
          Cut to AUDIENCE of single men watching hornily as whole
          rows of seats vibrate from audience "participation."

          126. LOBBY OF APEX ADULT CINEMA. 126.
          Concession stand is filled with porno mags, marital aids
          and rubber good instead of refreshments. "SNIFFLES,"
          the mutant theater employee behind counter reads
          "Hershey Highway," a porno mag with CHERISH's picture on
          cover.
          CHERISH, disheveled, filthy and out of her mind with
          fear, comes running and, force of habit, adjusts her
          breasts to look good.

                         CHERISH
          Hey buddy, I'm in a little
          bit of trouble...

                         SNIFFLES
          Oh my God, it's you!

                         (MORE)

                         

                         

                         

                         

                         - 90 -

                         (GUSHING)
          I was just looking at your
          ass right in this magazine.

                         CHERISH
          Yeah, that's my ass alright
          and it's in trouble. Can me
          and my friends come inside?

                         SNIFFLES
          You sure can! We sell your tits.
          (Grabs a pair out of box)
          CHERISH signals and CECIL, HONEY and SPROCKET HOLES
          come inside.

                         SNIFFLES

                         (TO CECIL)
          Hi! I can't believe it's her!
          I beat off to her every night!
          (Hands CHERISH her fake breasts)
          Would you sign 'em? "To Sniffles."

                         CHERISH

                         (SIGNING)
          One "F" or two?

                         SNIFFLES
          Two.

                         (TO CECIL)
          Bad night, huh?
          (To SPROCKET HOLES, trying
          to be kind)
          Go on in, pop a load.

          127. INTERIOR APEX ADULT CINEMA. 127.
          CHERISH is on screen, still writing in diary.

          CHERISH (V.0.)
          Why is it that men only
          want my ass?
          (Takes her pet gerbil out
          of cage next to bed)
          Do you know why, little Pellett?
          (Accidentally drops PELLETT
          in bed covers)

          WHOOPS!
          AUDIENCE lets out a moan of ecstasy.
          Cut to CECIL, CHERISH and SPROCKET HOLES, injured but
          suddenly horny as they take their seats in middle of the
          theater.

                         

                         

                         

                         

                         - 91 -

                         CHERISH
          (On screen, squirming around
          bed, trying to find her

                         PET GERBIL)
          Where are you little Pellett?
          Heeerrreee little gerbil!
          On screen we see a closeup of PELLETT's excited face and
          then the movie cuts to PELLETT's point of view,
          CHERISH's great ass.
          CECIL watches in sudden horniness but catches himself.
          CHERISH looks over at HONEY, proud of her on-screen
          work.
          HONEY smiles politely and then catches eye of ruggedly
          handsome 35-year-old GROUPIE in audience wearing a Honey
          Whitelock T-shirt.

                         GROUPIE
          (Mouthing to HONEY)
          I'll be your cinema slave.
          HONEY blushes but smiles back at him.

                         CHERISH

                         (ON SCREEN)
          Heeerrreee Pellett! Mommy's
          got some Cheerios for you!
          The movie on screen cuts to CHERISH in a closeup. She
          lets out an erotic squeal.

                         CHERISH

                         (ON SCREEN)
          000HHHH! Not there Pellett!

          REAR ENTRY!
          HONEY at first looks shocked but then bursts into
          laughter.
          Cut to wide shot - AUDIENCE whacks away in pockets in a
          sexual frenzy.
          128. Cut to INTERIOR THEATER LOBBY. 128.
          TEAMSTERS I & J have SNIFFLES in a chokehold.

                         TEAMSTER I
          Where are they, pervert?

                         

                         

                         

                         

                         92 -

                         SNIFFLES
          Who? There's nobody here
          but us whackers!
          TEAMSTER J punches SNIFFLES in mouth.

          129 INTERIOR APEX THEATER. 129.
          Cut back to movie screen.

                         CHERISH
          (Writhing in closeup)
          Oooohhh, Pellett! You're just
          like all the rest! Oohh,
          Pellett! Oohhh!
          TEAMSTERS I & J enter back of theater, look to the
          screen in sudden disgust and then spot CECIL and
          SPROCKET HOLES in AUDIENCE.
          LEWIS, CHARDONNAY, PAM, PETIE and RAVEN watch hornily
          along with moaning AUDIENCE as a frustrated FIDGET
          attempts to play pocket pool with his injured bleeding
          hand.
          Even HONEY is a little turned on and dares to catch
          GROUPIE's eyes again.

                         HONEY
          (Sexily to GROUPIE)

          DEMENTED FOREVER!
          GROUPIE gives her the power fist sign.
          CECIL is shocked and glares at HONEY and SPROCKET HOLES
          to stay celibate.
          i TEAMSTERS rush in horror through AUDIENCE of whackers
          toward CECIL and SPROCKET HOLES.
          CHERISH, in theater, turns and sees approaching

          TEAMSTERS.
          CHERISH, on screen, goes into theatrical orgasm.

                         CHERISH

                         (ON SCREEN)

          GET IT! PELLETT! GO ON

          BOY! GET IT!
          AUDIENCE is near orgasm.
          CHERISH leaps to her feet.

                         

                         

                         

                         

                         - 93 -

                         CHERISH

          PORNO FANS, IT'S ME, CHERISH!
          AUDIENCE's eyes bug out of their heads at seeing the
          real thing.

                         CHERISH

          AND I NEED YOUR HARD-CORE HELP!
          AUDIENCE jumps to it's feet, still whacking in pockets.
          TEAMSTERS stop in their tracks, horrified to face their
          horny opponents, some of whom are unzipped.

                         PORNO FAN #1
          We love you, Cherish!
          AUDIENCE starts advancing hornily on TEAMSTERS.

                         PORNO FAN #2
          Long live Cecil B. DeMented!

                         PORNO FAN #1
          A friend of pornography!
          TEAMSTERS look to each other in disgust, start gagging
          and run from theater in complete nausea.
          AUDIENCE turns back to the movie and all at once begin
          moaning in orgasm along with CHERISH on screen.
          CECIL leaps to his feet in front of SPROCKET HOLES to
          prevent last minute orgasm.

                         CECIL

          CELIBATE FOR CELLULOID!
          SPROCKET HOLES stop panting and moan in sexual
          frustration.
          GROUPIE rushes over to HONEY's side.
          CECIL glares at him in a macho power struggle.
          GROUPIE defiantly puts him arm around HONEY as she begs
          CECIL with her eyes for approval.
          GROUPIE smiles and pulls up shirt sleeve to reveal to
          CECIL the "Cecil B. DeMented" tattoo on his arm.
          CECIL suddenly basks in cult worship.
          HONEY beams in happiness.
          CECIL and GROUPIE give each other the power handshake.

                         

                         

                         

                         

                         - 94 -

          FADE OUT.
          130. Flip wipe to marquee "BENGIES DRIVE-IN THEATER." 130.
          Night.

                         MARQUEE READS:

          HONEY WHITLOCK TRIPLE FEATURE

                         LOOK-A-LIKE CONTEST

          FREE WANTED POSTER
          131. Cut to DRIVE-IN SCREEN. 131.
          HONEY WHITLOCK appears on screen in her old movie
          "Forced Entry," wearing her signature hairdo and a sexy
          nightgown as she writes in her diary on her bed.
          HONEY (Voice Over)
          Dear Diary, My husband is
          trying to kill me but nobody
          will believe me.
          She hears a noise and sits up in bed as her pet cat
          jumps into her lap. She clutches it up to her in
          fear.
          132. Cut to TICKET BOOTH. 132.
          TICKET SELLER is dressed as Honey Whitlock as she sells
          ticket to carload of CECIL FANS who wear T-shirts with
          Cecil's picture and the slogan "PUNISH BAD CINEMA." One
          of the girls is dressed as Honey Whitlock and made up
          with fake bruises.

                         FAN A
          (To TICKET SELLER)
          Three, please.
          TICKET TAKER hands them their ticket stubs and free
          "Wanted Posters."

                         FAN A
          Cool as shit! Honey Whitlock
          can open any picture!
          FANS' car pulls away into drive-in and next car in line
          pulls up driven by GROUPIE from porno theater. Snuggled
          up next to him is HONEY, still dressed it same costume
          from last scene but now wearing a bad "Honey Whitlock"
          wig.

                         

                         

                         

                         

                         - 95 -

                         GROUPIE
          (Muttering to HONEY in a

                         POLITICAL FRENZY)
          We should blow up "The Peoples'
          Choice Awards"; that's what
          we should do!

                         HONEY

                         (GIGGLING)
          Shhhh! Calm down!

                         GROUPIE
          Bomb "Planet Hollywood."

                         HONEY
          Get ahold of yourself...
          Their car pulls up to TICKET SELLER.

                         GROUPIE
          (To TICKET SELLER, trying
          to act normal)
          Two adults.

                         TICKET SELLER
          Ten dollars.

                         (TO HONEY)
          Hey, that's pretty good...

                         HONEY
          (Suddenly the consummate

                         ACTRESS)
          Thanks. What's the prize
          if I win?

                         TICKET SELLER
          A big ham! What else?!

                         (LAUGHS HIDEOUSLY)
          HONEY clenches her teeth in mortification as GROUPIE
          pulls off into drive-in, fuming.
          CECIL, CHERISH and RAVEN's heads pop up from hiding in
          back seat under blanket.

                         CECIL
          This is it - our final location.

                         CHERISH
          (Excited, to HONEY)
          We're gonna get laid!

                         

                         

                         

                         

                         - 96 -

                         CECIL
          Nobody leaves this drive-in alive
          until we finish our film.

                         GROUPIE

                         (OVERLY-ENTHUSIASTIC)

          TOTALLY RADICAL!
          CECIL rolls his eyes at GROUPIE's political fervor as
          HONEY rips off wig and RAVEN starts touching up her
          makeup.

          133. INTERIOR DRIVE-IN CONCESSION STAND. 133.
          EMPLOYEES, both male and female, are dressed as Honey
          Whitlock as they sell popcorn and ring up sales to
          scores of Honey Whitlock look-a-likes from the drive-in
          audience.
          134. Cut back to DRIVE-IN SCREEN.
          HONEY WHITLOCK'S CHARACTER is hiding with her cat in
          terror behind bedroom door as HIT MAN #1 climbs in
          window with flashlight as suspenseful music on
          soundtrack builds. HONEY'S CHARACTER takes off down
          hall outside of her bedroom.

          135. INTERIOR DRIVE-IN. 135.
          GROUPIE pulls car into row of other parked cars with
          drive-in speakers hooked in windows. CECIL, HONEY and
          RAVEN get out as GROUPIE pop open the trunk.
          Out climb FIDGET, CHARDONNAY and LEWIS helping the
          injured and bleeding PAM and PETIE. They all struggle
          to carry film equipment.
          CECIL, HONEY and entire gang of SPROCKET HOLES scatter
          in the dark between the rows of parked cars towards
          concession stand.
          136. Cut to INTERIOR CAR "B," filled with more CECIL 136.
          FANS, HEAVY METAL KIDS, one of the girls dressed as
          heavy metal version of Honey.

                         FAN B
          Man, I wish Cecil would kill
          some more assholes!

                         FAN C
          Yeah, like those phony critics
          who give all good reviews for
          the movie ads!

                         

                         

                         

                         

                         - 97 -

                         GIRL FAN
          Or those last minute fuck-head
          ticket buyers who enter the theater
          after the feature has begun!
          GIRL FAN sees CECIL, badly injured, as he limps past car
          with CHERISH to concession stand.

                         GIRL FAN

                         (IN AWE)
          Oh my God... the greatest director
          of all time!
          137. Cut to ROW OF DRIVE-IN. 137.
          HONEY stands transfixed in between cars as she watches
          her old self on screen with disdain as GROUPIE gently
          tries to pull her away.

                         GROUPIE
          Come on, you didn't know...
          On drive-in screen, HONEY's character clutches the cat,
          races down steps to first floor of her house and sees
          HIT MAN #2 briefly staring through front door. Her
          CHARACTER runs to kitchen in fear and drops cat to get
          butcher knife out of kitchen drawer.
          RAVEN and FIDGET, both injured, touch up and adjust
          HONEY's final insane terrorist-chic look.

                         RAVEN

                         (TO HONEY)
          You have cinematic immunity now.

                         FIDGET
          None of your old movies count.
          CAT, on screen, scurries through "cat-door" cut in
          kitchen wall and escapes outside.
          In car next to HONEY, REDNECK MOM, POP and DORKY KID
          watch the movie. MOM is weary "Honey Whitlock" wig.

                         REDNECK MOM
          I bet she's Miss Phony Baloney
          in real life.

                         REDNECK DAD
          She don't look so hot to me.
          I prefer Meg Ryan or somebody
          younger.

                         

                         

                         

                         

                         - 98 -

                         DORKY KID
          (Slurping his soft drink)
          Can I get more food?

                         (SLURPS AGAIN)

                         REDNECK MOM
          (Turning around, snarling)
          I told you to stop slurping!
          REDNECK MOM suddenly sees HONEY WHITLOCK and quickly
          turns back around.

                         REDNECK MOM
          (Under her breath)
          Oh my God-don't look now...

                         (SUDDENLY SCARED)
          .but I think she's standing right
          next to our car...

          138. MANAGER'S OFFICE. 138.
          MANAGER is sitting in his wheelchair, counting cash in
          front of giant ham, gift-wrapped in cellophane with
          Honey's picture stuck to it. His sawed-off shotgun is
          propped up on chair nearby. A knock is heard at door.

                         MANAGER
          Who is it?

                         CECIL
          Cecil B. DeMented.

                         MANAGER
          (Thinking it's one of

                         HIS STAFF)
          Real funny asshole!
          MANAGER wheels himself over and opens door.
          PAM and CHARDONNAY aim the camera and sound microphone
          at MANAGER's stunned face.
          MANAGER looks to his shotgun.
          CECIL steps forward with CHERISH and pulls his empty
          gun. A trickle of blood runs from CECIL's mouth as
          CHERISH lunges for MANAGER's shotgun.

          139. INTERIOR PROJECTION BOOTH. 139.
           LEWIS strangles PROJECTIONIST with 35mm film off film
          platter.

          140. EXTERIOR CONCESSION STAND. PAY PHONE BOOTH. 140.

                         

                         

                         

                         

                         - 99 -
          REDNECK MOM is dialing phone excitedly.

                         REDNECK MOM
          Hello, Eyewitness News? Honey
          Whitlock is in Row 19 of the
          Bengies Drive-In... I seen her
          with my own fuckin' eyes and
          I don't want no ham...I want
          money!

          141. DRIVE-IN SCREEN.
          On screen, HONEY'S CHARACTER's terrorized eyes are lit
          melodramatically as she holds butcher knife and hears
          HIT MAN #1 approaching from other side of kitchen door.
          142. EXTERIOR DRIVE-IN. Row near concession stand.
          HONEY, GROUPIE, FIDGET and RAVEN rush by car filled with
          JOCKS wearing "Cecil Sucks" T-shirts as they yell out to
          screen.

                         JOCK A
          Kill the bitch!

                         JOCK B
          She never could act!

                         JOCK A
          Her career is over!
          GROUPIE hears and tries to turn back to confront JOCKS
          but HONEY grabs him.

                         HONEY
          No! Bad reviews can't hurt me
          anymore!

                         FIDGET
          We're beyond the critics' reach!

                         RAVEN
          Who cares what anybody thinks
          of our movie except Satan?!
          HONEY, FIDGET and RAVEN pull GROUPIE away towards
          concession stand.

          143. DRIVE-IN EXIT. "DO 14OT BACK UP - TIRE DAMAGE" SIGN. 143.
          WJZ-TV mini-cam truck pulls up and NEWSCASTER and
          CREW jump out.

                         

                         

                         

                         

                          - 100 -

          144. DRIVE-IN SCREEN. 144.
           HONEY'S CHARACTER screams in terror as HIT MAN #1 rips
           open door to kitchen. Just as HONEY'S CHARACTER begins
           to strike back with knife, HIT MAN #2 reaches through
           cat-door and grabs her leg. HIT MAN #1 knocks knife
          from her hand. HIT MAN #2 grabs her ass with other
          hand. HONEY'S CHARACTER lets out a scream of horror.
          Suddenly the film jams in drive-in projector and freezes
          on screen before melting before drive-in AUDIENCE's
          eyes.
          The screen goes blank.

          145. INTERIOR CONCESSION STAND. 145.
          LEWIS disconnects fuse box and concession stand is
          plunged into darkness as CUSTOMERS scream.

          146. INTERIOR DRIVE-IN. 146.
          AUDIENCE starts honking their car horns.
          Suddenly we hear CECIL's voice booming out over the
          speakers.

                         CECIL
          Hello, this is Cecil B. DeMented
          speaking to you directly from
          this theater...
          CECIL FANS A, B & C jump out of their cars happily along
          with other supporters.
          REDNECK FAMILY guiltily starts up engine of car, hoping
          to escape along with other terrified FAMILIES.
          JOCKS A, B & C leap from car, ready for a fight as do
          other gung-ho CECIL ENEMIES.

          147. INTERIOR MANAGER'S OFFICE. 147
          MANAGER is tied up.

                         CECIL
          (Speaking into theater

                         INTERCOM SYSTEM)
          .I'd like you to bQ in my
          new movie. It's called "Raving
          Beauty" and we're shooting the
          final scene here tonight...
          HONEY, GROUPIE, FIDGET and RAVEN enter and rush to

                         

                         

                         

                         

                         - 101 -
          CECIL's side.

          148. INTERIOR DRIVE-IN. 148.
          FRIGHTENED FAMILIES try to flee, resulting in honking
          horns and traffic jams.
          Suddenly a Baltimore City Police Helicopter appears
          overhead.

                         HELICOPTER COP

                         (ON SPEAKER)

          CECIL B. DEMENTED YOU ARE

          SURROUNDED! GIVE YOURSELF UP

          AND YOU AND YOUR CAST AND CREW

          WILL NOT BE INJURED.

          149. INTERIOR DRIVE-IN. 149.
          CECIL'S FANS and ENEMIES look to the sky in amazement.

                         CECIL

                         (OVER SPEAKER)
          Pay no attention to the studio
          executives in the helicopter
          above...I HAVE FINAL CUT!...
          CECIL FANS A, B, C and other FANS rip off speakers from
          poles and throw them at JOCKS and other CECIL ENEMIES.

                         HELICOPTER COP

                         (ON SPEAKER)

          WE'RE NOT STUDIO EXECUTIVES! WE'RE

          THE BALTIMORE CITY POLICE

          DEPARTMENT!
          JOCKS and CECIL ENEMIES pull up speaker poles, using
          them as weapons against CECIL FANS.
          CECIL FAN C throws beer bottle at REDNECK FAMILY's car
          as they try to speed their car to exit over speed bumps.

                         CECIL
          (Continuing over speaker)

                         (PARANOID)
          .Fans of outlaw cinema - they're
          here to use you for market testing!
          CECIL FANS let out a war-cry of defiance as they fight
          ENEMIES with fists, bottles, anything they can grab as
          FAMILIES scream in terror, trapped.

          150. DRIVE-IN EXIT. 150.

                         

                         

                         

                         

                         - 102 -
          BALTIMORE CITY QUICK RESPONSE TEAM pulls up in
          reconnaissance vehicles. Uniformed SWAT TEAMS jump out
          carrying high-powered semi-automatic rifles.

          151. INTERIOR MANAGER'S OFFICE.
          CECIL continues on intercom system surrounded by
          CHERISH, HONEY, GROUPIE, and rest of SPROCKET HOLES.

                         CECIL
          They want to detain some
          of you and put you in focus
          groups!

          152. INTERIOR DRIVE-IN. 152.
          SWAT TEAM LEADER looks in confusion at growing number of
          CECIL FANS yelling out "No!" and joining in the
          disturbance.

                         CECIL

                         (OVER SPEAKER)
          But I won't let them!...

          153. INTERIOR MANAGER'S OFFICE.

                         CECIL

                         (INTO MICROPHONE)

          BECAUSE I DON'T BELIEVE IN

          PHONY LIFE-AFFIRMING ENDINGS!

          I'D RATHER DIE THAN CHANGE MY

          MOVIE!

                         GROUPIE
          (Lunging for microphone,

                         OBNOXIOUSLY)

          WACO! WACO!
          CECIL angrily shoves GROUPIE out office door as even
          HONEY sighs in embarrassment at GROUPIE's behavior.

          154. DRIVE-IN ENTRANCE. 154.
          FIDGET'S MOM and DAD speed into drive-in with nervous
          PSYCHIATRIST in back seat of family car. FIDGET'S DAD
          speaks into microphone of sound system that blasts out
          over hastily-rigged speaker on roof of car.

                         FIDGET'S DAD
          Fidget, it's your Dad. We're
          here with a psychiatrist...

                         

                         

                         

                         

                         - 103 -

                         PSYCHIATRIST

                         (GRABBING MICROPHONE)
          Everything is gonna be OK, son.

                         FIDGET'S MOM
          (Leaning into microphone)
          Fidget, it's Mommy. We know
          you've seen too many R-rated
          movies and we're here to help...
          Suddenly mini-cams from other local news teams
          speed into drive-in behind them.

          155. INTERIOR DRIVE-IN. 155.
          SWAT TEAMS flood through rows of cars in the drive-in,
          weapons drawn, waiting for the word to attack.

                         HELICOPTER COP

                         (OVER SPEAKER)

          CECIL B. DEMENTED... YOUR PARENTS

          ARE HERE AND THEY WOULD LIKE

          TO SPEAK TO YOU!

          156. EXTERIOR HOVERING HELICOPTER. 156.
          CECIL'S MOM and DAD, dressed in SWAT clothes surrounded
          by BALTIMORE CITY POLICE, nervously take the speaker
          microphone.

                         CECIL'S DAD
          Sinclair, it's your father...

          157. INTERIOR MANAGER'S OFFICE. 157.
          CECIL looks up in fury at hearing his real name, as
          HONEY and SPROCKET HOLES hover around him.

                         CECIL
          (In a rage, into

                         INTERCOM SYSTEM)

          THOMAS ALVA EDISON IS THE ONLY

          FATHER I'VE EVER HAD!!

          158. EXTERIOR HOVERING HELICOPTER. 158.

                         CECIL'S DAD
          I know you are sick in the head,
          but whatever mado you think
          you could direct?

                         CECIL'S MOM

                         (BUTTING IN)

                         (MORE)

                         

                         

                         

                         

                         - 104 -
          Sinclair, it's Mom. REPEAT

          AFTER ME!...

          159. DRIVE-IN EXIT. 159.
          MARYLAND STATE TROOPER cars zoom in to join SWAT TEAM
          trucks.

                         CECIL'S MOM
          (Over helicopter speaker)

          IT'S ONLY A MOVIE! IT'S ONLY A

          MOVIE! IT'S ONLY A MOVIE!

          160. INTERIOR MANAGER'S OFFICE. 160.

                         CECIL
          (To SPROCKET HOLES, gasping

                         FOR BREATH)

          PICTURE'S UP!
          CECIL collapses and CHERISH and HONEY rush to help him
          as SPROCKET HOLES lunge for equipment.
          r 161. INTERIOR DRIVE-IN. 161.
          Wide shot of battling FANS amidst the traffic jam of
          panicked FAMILIES attempting to flee in their cars.

                         CECIL

                         (ON INTERCOM)
          Honey Whitlock is here with us
          tonight...
          CECIL FANS yell their approval.

                         CECIL
          .Live and in person! And she's
          dying to meet you!
          GROUPIE proudly shines the headlights of his car towards
          the roof of the concession stand as other CECIL FANS
          follow suit.
          162. EXTERIOR ROOF OF CONCESSION STAND. Lit like a sound 162.
          stage from car headlights.
          LEWIS backs out on roof pulling PAM with camera in
          MANAGER's wheelchair that she is using as a dolly.
          CHARDONNAY follows with boom pole to record th' sound.
          PETIE and FIDGET struggle to carry CECIL on "set" in a
          makeshift stretcher as RAVEN applies makeup to his
          wounds. CHERISH is at his side, caressing him lovingly.

                         

                         

                         

                         

                          - 105 -

          163. EXTERIOR CONCESSION STAND. 163.
          CECIL'S FANS go nuts rushing towards CECIL below
          concession stand roof. FANS and ENEMIES form a sort of
          makeshift "mosh pit" underneath the set to fight one
          another.

          164. EXTERIOR ROOF OF CONCESSION STAND. 164.
          HONEY makes her star entrance carrying MANAGER's
          sawed-off shotgun with a pistol grip.

          165. EXTERIOR CONCESSION STAND. 165.
          CECIL'S FANS go ballistic as HONEY smiles regally to
          them. GROUPIE gazes up at her in obsessive star
          worship as ENEMIES boo.

          166. EXTERIOR ROOF OF CONCESSION STAND. 166.

                         CHERISH

                         (TO CECIL)
          You can make it...one more
          camera set-up and we can have
          sex...

                         CECIL
          Honey, I've had a final vision.
          Would you set your hair on fire
          for our movie...?

                         HONEY

                         (CONFUSED)
          My real hair?...

                         CECIL
          (Weakly, clearly dying)
          Prove yourself one more time...
          for your cast...
          HONEY looks into CHERISH's brainwashed face as her eyes
          roll back in her head, flash cut with "Directed by Andy
          Warhol" credit.

                         CECIL
          Your crew...
          SPROCKET HOLES stare back at HONEY in a fast montage of
          their insane faces hallucinating credits of their
          favorite directors: William Castle, Kenneth Anger, Sam
          Peckinpah, Spike Lee, David Lynch, Fassbinder.
          FIDGET holds a pitiful fire extinguisher.

                         

                         

                         

                         

                         - 106 -

                         CECIL
          Your fans...
          HONEY looks to GROUPIE in a sea of cheering FANS. He is
          finishing up carving HONEY's initials "H.W." in his
          forehead with a pop-top beer can tab.

                         CECIL
          .and for me, Cecil B. DeMented!

                         HONEY
          But will it...make me a legend?

                         CECIL
          (Looking out at PRESS,
          SWAT TEAMS and COPS as
          they advance toward him
          and then to HONEY)
          You will be the eternal flame of
          cinema insanity.
          HONEY's eyes glaze over in cult madness.

                         HONEY
          I'm.. . ready for my closeup,
          Mr. DeMented.
          RAVEN dabs HONEY's hair with gasoline from can. FIDGET
          painfully plays pocket pool and lights the torch.

                         HELICOPTER COP

                         (FROM ABOVE)

          CECIL B. DEMENTED, YOU HAVE

          SIXTY SECONDS. ABANDON YOUR

          FILM OR WE WILL SHOOT TO KILL!

                         CECIL

                         (IN MEGAPHONE)

          PICTURE'S UP!
          FANS roar their approval while ENEMIES jeer.

                         PAM
          (On wheelchair, clutching
          her wounds, bleeding)

          CAMERA ROLLING!

          CL?ARDONNAY
          (Crying in happiness)

          SPEED!
          PETIE runs to mark the take.

                         

                         

                         

                         

                         - 107 -

                         CECIL
          The Martini shot...
          HONEY smiles nostalgically at the mention of her
          favorite drink.

                         CECIL
          (Coughs up blood)

          ACTION!

                         HONEY
          (Snapping into character)

          CELLULUNATICS AND CINEMA

          SURVIVALISTS!...
          HONEY tips her head out of PAM's frame and CHERISH sets
          HONEY's hair on fire with one quick touch of the torch.
          HONEY's hair goes up in flames as she gives the
          performance of a lifetime as LEWIS pushes PAM on the
          wheelchair and they film their most technically
          ambitious shot.

                         HONEY

          MAKE GOOD MOVIES OR DIE!
          FANS go wild, screaming their approval.
          GROUPIE vainly tries to light his own hair on fire with
          a lighter but it doesn't really work.
          CECIL'S ENEMIES stare at HONEY's hair ablaze in shock.
          SWAT TEAMS' mouths fall open in stunned amazement.
          FIDGET'S PARENTS and PSYCHIATRIST watch in horror.
          CECIL watches from stretcher in pride and amazement and
          motions for PETIE and FIDGET to put him down.

                         CECIL
          (Foaming slightly at the
          mouth but deliriously happy)

          CUT! CUT! CUT!
          FIDGET quickly steps forward and extinguishes flames
          from HONEY's hair with fire extinguisher.

                         CECIL
          (Crawling from stretcher)
          That, fellow Sprocket Holes,
          is a wrap!

                         

                         

                         

                         

                         - 108 -
          HONEY, charred and still sizzling, smiles weakly and
          feels her almost bald head.
          SWAT TEAM CAPTAIN takes aim with rest of SHARPSHOOTERS.
          Instantly PAM is shot dead by SWAT TEAM SHARPSHOOTER and
          her camera falls to ground.

                         CECIL
          (Defiantly to SWAT TEAMS as they
          throw tear gas at warring mob

                         OF FANS)

          PRINCIPLE PHOTOGRAPHY HAS BEEN

          COMPLETED!
          FIDGET, RAVEN, CHARDONNAY, LEWIS, PAM, CHERISH and PETIE
          look at one another in stunned disbelief.

                         CHERISH

                         (TO CECIL)
          You mean ...we can fuck?

                         CECIL
          (Dying but still horny,

                         SMILING SEXILY)
          From here to Timbuktu!
          LEWIS grabs CHARDONNAY, RAVEN beckons to HEAVY METAL FAN
          B in audience, PETIE eyes a TOM OF FINLAND TYPE who
          nervously cruises back, and FIDGET plunges both hands
          deep in the fly of his pants. Their partners struggle
          to climb up on roof and everybody begins to make love.
          HONEY looks hornily to GROUPIE below but he is being
          beaten up by JOCKS A, B & C as he desperately tries to
          struggle up to her. HONEY sighs in sexual frustration.
          CHERISH runs to dying CECIL, unzips his pants and mounts
          him.
          COPS and SWAT TEAMS freeze in utter horror at the sudden
          sexual activity.
          FIDGET'S PARENTS lower their eyes at seeing FIDGET in
          deliriously happy orgasm alone as PSYCHIATRIST eagerly
          takes notes.
          NEWS TEAMS beat each other up to get better camera
          positions.
          SPROCKET HOLES reach orgasm together as the FANS cheer
          through the tear gas.

                         

                         

                         

                         

                         - 109 -
          Just after CHERISH and CECIL reach orgasm, CHERISH is
          shot dead in the forehead by SWAT TEAM A who leaps to
          roof of manager's office from helicopter.
          HONEY sees CHERISH's death, grabs PAM's camera from the
          ground and hurls it at SWAT TEAM MEMBER A and hits him
          in the head. He staggers backwards, drops his gun, and
          falls off roof where FANS refuse to catch him and he
          lands with a thud.
          SPROCKET HOLES leap up from lovemaking to escape but are
          shot again and again, badly outnumbered.
          FIDGET'S MOM and DAD grab PSYCHIATRIST and run for their
          lives, crying in despair.
          FIDGET sees his PARENTS in distance and jumps off roof
          to follow and is safely caught by CECIL FANS.
          LEWIS looks into cheering FANS' faces and suddenly jumps
          from concession stand roof with changing bag into mob of
          FANS and removes exposed film from PAM's camera.
          SWAT TEAM MEMBER B jumps from high roof of manager's
          office to concession stand roof pointing an AR15 at

          HONEY.

                         SWAT B
          I seen what you did, you
          Hollywood bitch!
          HONEY looks through the tear gas below to see GROUPIE
          suddenly battling himself free from JOCKS A, B & C. He
          bravely beckons HONEY to jump.
          CECIL disengages CHERISH's dead body up and off of him
          and seeing HONEY in danger crawls painfully to Pam's
          wheelchair dolly.

                         SWAT B

                         (TO HONEY)
          You're under arrest, Honey
          Whitlock!
          HONEY leaps from roof into mob of FANS and lands safely
          in GROUPIE's arms. They immediately begin to kiss in
          wild abandon.
          SWAT B shoots GROUPIE from atop roof and kills him.
          HONEY cries out at his death and panics as SWAT TEAM
          MEMBERS move in on her pointing high-powered rifles.
          FANS and ENEMIES scatter, abandoning her.

                         

                         

                         

                         

                         - 110 -
          CECIL lunges for dropped gun of SWAT TEAM A and shoots
          SWAT B dead, struggles aboard dolly and nods to FIDGET
          to douse him with gas.

          HONEY looks for help but she is suddenly all alone.
          CECIL pushes himself forward on wheelchair dolly,
          gaining speed and begins laughing maniacally.
          FIDGET flicks lit match on CECIL as he rolls by and
          CECIL ignites like a Buddhist monk.

                         CECIL
          (Flying through the air off
          roof in wheelchair, towards
          SWAT TEAM below)

          I H-A-A-A-V-V-V-V-E-E-E-E A

          V-I-I-I-S-S-S-I-O-N!
          CECIL smashes into SWAT TEAM and they go up in flames,
          saving HONEY in the nick of time.

          HONEY sees BALTIMORE CITY POLICE, MARYLAND STATE
          TROOPERS, more SWAT TEAMS, local and national PRESS
          TEAMS, all running towards her with guns and camera
          equipment. She turns away, pulls out compact and sees
          her smeared makeup. She looks for RAVEN to touch her up
          and spots her being hustled away by SATANIST-TYPE FANS
          outside concession stand moments before the plate glass
          windows are shattered by police gunfire.

          PETIE is jumped and arrested by special SWAT TEAM
          wearing rubber gloves and surgical masks. PETIE laughs
          and moans in S & M pleasure as he tries to grope an
          especially macho MEMBER OF SWAT TEAM.

          HONEY turns back to mob in front of her and gives them a
          demented movie star grin.

          167. BENGIES DRIVE-IN MARQUEE. Out front of theater. 167.
          FIDGET struggles to climb up marquee to search for his
          PARENTS but he doesn't see them. He angrily starts
          throwing down letters as weapons at fleeing cars,
          smashing the window of bleeding, injured JOCKS A, B &
          C's car.

          168. INTERIOR DRIVE-IN. 168.
          LEWIS and CHARDONNAY, carrying film cans, climb into the
          trunk of CECIL FAN A's car and escape with the final
          footage.
          169. Cut back to BENGIES DRIVE-IN MARQUEE. 169.

                         

                         

                         

                         
          - ill -
          With only a few letters left on the marquee, FIDGET
          re-arranges them to read T-H-E- E-N-O before a SWAT TEA,
          bullet tears into him. FIDGET falls and lands on the
          hood of his PARENTS' car as they exit the drive-in.

                         FIDGET
          (Injured badly, but alive)
          Hi Mom, hi Dad.
          FIDGET'S MOM and DAD'S eyes light up in parental love.

          170. INTERIOR BENGIES DRIVE-IN. 170.

          HONEY, bald, bleeding, and burned, sees RAVEN and their
          eyes lock in friendship as RAVEN escapes into SATANIST
          FAN's car. RAVEN happily gives HONEY the extended index
          and little finger satanic sign and then turns it into a
          thumbs-up gesture of the future.

          HONEY blows RAVEN a kiss and then looks back at the
          CROWD in confusion and begins her long mad walk to
          paddy-wagon through FANS, ENEMIES, MOVIE AGENTS,
          LAWYERS, NEWS TEAMS, and dumbfounded LAW ENFORCEMENT
          OFFICERS who all want something from HONEY. As the
          soundtrack swells triumphantly over the din of jeers,
          applause, career advice, legal strategies and requests
          for autographs and interviews, HONEY begins to smile in
          full movie star insanity and waves and blows kisses to
          the CROWD as if she just won the Oscar.

          CREDIT ROLL.