ALMOST FAMOUS by Cameron Crowe's 


















					 UNTITLED


























	 Cameron Crowe
	 December, 1998







					UNTITLED

	1	FADE IN								1

	A close-shot of a yellow legal tablet.  A young hand comes
	into frame, holding a pencil.  For a few moments, we hear only
	the soft scratching of pencil on paper, as credits are written
	in a series of dissolves.  The hand carefully erases and
	corrects an error or two along the way.  And then the sound of
	an old friend... the warm crackle of a vinyl record... as we
	now hear Alvin and the Chipmunks' "Christmas Song."

	2	EXT. PACIFIC OCEAN -- DAY					2

	A lone palm tree rises up into a yellow afternoon sky.  Behind
	it, the sparkling blue of the Pacific Ocean and the city of
	San Diego.  A dry, hot Southern California day.  Even the wind
	is lazy, and a little bored.

	3	EXT. NEIGHBORHOOD SHOPPING CENTER - DAY				3

	Santa Claus wears shorts and sandals, ringing a bell as he
	collects for the Salvation Army.  This is Christmas in the
	Southland.  No snow, no winter wonderland.  Just a pleasantly
	thick heat and an unchanging season, as music continues.

	Turning the corner, walking into frame is ELAINE MILLER, 35.
	She is a tall woman, consumed by the fevered conversation she's

	Having with her pale young son WILLIAM, late pre-teens.  They
	stand apart from the other shoppers.  All around them is the
	highly-charged salesmanship of the season... silver glittering
	fake Christmas trees.  She hurries her son through the
	commercial juggernaut, continuing their lively intellectual
	conversation, when something stops her.  A Workman is affixing
	letters to a store-front.  He has already placed the MERRY...
	now he's finishing the XMAS.  Elaine is strong, but always
	pleasant, always clear about her purpose in this life.

					ELAINE
			Excuse me, I'm a teacher.  There is no
			word in The English Language -- "Xmas."
			It's either Merry Christmas... or Happy
			Holidays.

	The Workman nods thanks, with faux appreciation, as Mom turns
	away.  The Workman shares a look with William, who shrugs -
	that's my Mom.

	TITLE: 1969

	4	EXT.  MINI-TRACT CONDO COMPLEX -- DAY				4

	This is the new professional-class.  It's a mini-condo
	community.  Rows of Spanish-styled three-bedroom houses with
	common walls.   Move in on one of these homes, the one without
	Christmas lights.  At the door is a furtive 15 year-old Girl.
	She checks her cheek, straightens her hair.  She hides
	something under her coat, and gathers the proper nonchalance
	to enter.  Music fades.

	5	INT. KITCHEN -- DAY						5

	We now hear the dialogue between this lively Mother and her
	son, as she cooks a pan full of soy-based health-food cutlets.
	The meal simmers unappetizingly in the pan.  Across the kitchen
	we see William.  He's a great listener, with a calm and curious
	face that takes everything in.

					WILLIAM
			- so Livia -

					ELAINE
			-- killed everyone off so her son
			Tiberius could inherit the throne.
				(thoughtful pause)
			Just like Nixon.

	William nods, intrigued.  He has a good disposition.  The
	world of knowledge engages him, and he loves what it brings
	out in his Mom.  There is a small clatter at the front door,
	as the girl we've just seen enters, barely brushing some chimes.
	She silently curses herself.

					ELAINE (cont'd)
			Anita, is that you?

					ANITA'S VOICE
			Hey Mom!  I already ate.

	Mom moves to the living room to greet William's sister.  William
	peers into the next room.

	6	INT. LIVING ROOM -- DAY						6

	She's almost to her bedroom down the hall when mom catches
	her.  We now discover ANITA, 16, up-close.  She is an alluring
	young Natalie Wood, with a suspicious and sunny smile.

					ELAINE
			You sure?  I'm making soy cutlets.

	The words "soy cutlets" sends a small shiver through the girl.

					ANITA
			I'm fine.  Already ate.

	William stands in the doorway now, watching, monitoring, as
	Mom moves closer to his sister.  She sees something curious
	about her daughter.

					ELAINE
			Wait.  You've been kissing.

					ANITA
				(too quickly)
			No I haven't.

					ELAINE
				(peering at her lips)
			Yes... yes, you have...

					ANITA
			No I haven't.

					ELAINE
			Yes you have.  I can tell.

					ANITA
				(boldly)
			You can't tell.

	Mom steps closer and examines the lips even more carefully.
	To her, everything is a quest for knowledge.

					ELAINE
			Not only can I tell, I know who it is.
			It's Darryl.

	Anita is stunned silent.  She turns slightly to look at herself
	in a hall mirror, searching for clues, implicating herself
	immediately.

					ELAINE (cont'd)
			And what have you got under your coat?

	This is the booty Anita didn't want to give up.  Mom picks at
	the corner of an album cover now visible under her jacket.
	She withdraws the album. It's Simon and Garfunkel's Bookends.

					ANITA
				(busted)
			It's unfair that we can't listen to
			our music!

					ELAINE
				(weary of the issue)
			Honey, it's all about drugs and
			promiscuous sex.

					ANITA
			Simon and Garfunkel is poetry!

					ELAINE
			Yes it's poetry.  It's the poetry of
			drugs and promiscuous sex.  Look at
			the picture on the cover...

	CLOSE ON BOOKENDS ALBUM COVER

	Mom's fingers at the edges.  We examine the insolent faces on
	Richard Avedon's classic album cover.  Even Simon and Garfunkle
	look guilty under her scholarly inspection.

					ELAINE (cont'd)
			... honey, they're on pot.

					ANITA
			First it was butter, then sugar and
			white flour.
				(beat)
			Bacon. Eggs, bologna, rock and roll,
			motorcycles.

	Nearby, William squirms as he watches the gently escalating
	conversation.  Anita glances at her brother.  He silently
	urges her to downshift.  She can't.

					ANITA (cont'd)
			Then it was celebrating Christmas on a
			day in September When you knew it
			wouldn't be "commercialized."

					ELAINE
			That was an experiment.  But I
			understand -

					ANITA
			What else are you going to ban?

					ELAINE
			Honey, you want to rebel against
			knowledge.

					ELAINE (cont'd)
			I'm trying to give you the Cliff's
			Notes on how to live in this world.

					ANITA
				(simple and direct)
			We're like nobody else I know.

	These are the words that sting Mom most.

					ELAINE
			I'm a teacher.  Why can't I teach my
			own kids?
				(pats chest)
			Use me.

					ANITA
			Darryl says you use knowledge to keep
			me down.  He says I'm a "yes" person
			and you're trying to raise us in a
			"no" environment!

					ELAINE
				(immediately, can't help
			it)
			Well, clearly, "no" is a word Darryl
			doesn't hear much.

	Anita gasps.  Ever the peacemaker, William weighs in.  Nearby
	is a poster - "No More War."

					WILLIAM
			Mom --

					ELAINE
			Everything I say is wrong.

					ANITA
			I can't live here!  I hate you!  Even
			William hates you!

					WILLIAM
			I don't hate her.

					ANITA
				(to William)
			You don't even know the truth!

	William looks vaguely confused.

					ELAINE
			Sweetheart, don't be a drama queen.

	Anita takes a breath and then out of her mouth comes the
	strangled-sounding words of a kid swearing at her parent for
	the first time.

					ANITA
			Feck  you!  All of you!

					ELAINE
			Hey!

	Anita runs down the hall to her room.  Elaine turns to William,
	relating to him more as a fellow parent than a child.

					ELAINE (cont'd)
			Well, there it is.  Your sister using
			the "f" word.

					WILLIAM
			I think she said "feck."

					ELAINE
				(sputtering)
			What's the difference?

					WILLIAM
				(encouraging)
			Well.  The letter "u"...

	Shot moves in on the kid, as we hear the opening strains of
	The Moody Blues' "Nights in White Satin."

	7	INT.   SCHOOL DANCE/GYMNASIUM BATHROOM -- NIGHT			7

	Music continues.  Shot moves along a row of very mature-looking
	male teenagers, examining themselves in the bathroom mirror.
	There's the kid with a very mature-looking moustache, the  kid
	proudly sporting full-blown hormonal acne (he slaps on some
	Hai Karate), the guy to whom puberty has already delivered the
	face of an adult, complete with long jutting sideburns... and
	then a blank space at the mirror, as the shot moves down, down,
	down to find William.  He is so much younger, without a zit in
	sight.  Puberty is so very distant on his horizon.

	8	INT. DANCE -- NIGHT -- UNDER-CRANKED				 8

	Song continues as we see William's perspective of these much-
	older looking kids.  Girls now are visible, and they are even
	more mature than the boys we've just seen.  They flirt and
	glow, arms trailing across the shoulders of the boys.
	Whispering in each other's ears, none of them looking down.
	It's a troubling experience, to be this close to the alluring
	world of older teenagers... and to be so invisible to them.

					VOICE (O.S.)
			Are you really in our grade?

	9	INT. JUNIOR HIGH LOCKER ROOM -- DAY				  9

					VOICE
				(louder)
			Are you really in our grade?

	William turns to see tall, adenoidal TIM TOBIN.  The most mature
	looking kid we've seen yet, he challenges William in a loud
	theatrical tone.  It is a voice right out of Guys and Dolls,
	which incidentally is the school play in which Tobin had just
	starred.  William answers in a respectful voice.  He is
	desperate for acceptance.

					WILLIAM
			Yeah.

					TOBIN
			Hey guys!  Check it out!  William
			doesn't have any pubes!

	Others now begin to gather around, examining William.  He has
	never been more naked.

					GUY # 1
			How old are you man?

					TOBIN
			He's not a man, he's a little baby
			kid.  He Doesn't even get zits yet.

					GUY # 2
			How come you don't have any hair down
			there?

					TOBIN
				(in loud, funny voice)
			Where are your pubes???!!

	Their voices echo off the tiled walls.  Now everyone is watching
	the hairless William.  He is confused by their meanness.

					GUY # 2
			Yeah.  Where are your pubes?

	All eyes are on him, waiting for a response.  The kid's mental
	wheels turn frantically.  And from somewhere comes an attitude,
	a swagger, and somehow the perfect line arrives from what could
	only be a merciful deity.

					WILLIAM
				(cool, dismissive)
			I had 'em.  I shaved 'em off.

	It is a new persona for the kid -- the witty guy.  And it works.
	Guy #2 cracks up, then others.  William's new accuser is
	suddenly surrounded by the impressed gales of laughter of these
	older boys.  Others turn away, on to other things.  Tobin stares
	at William, and then also turns away.

	10    INT. FAMILY CAR -- DAY						10

	William jumps into the backseat of the white Ford Country Sedan
	station wagon, carrying books.  ("See ya pubes!")  Mom continues
	driving William and Anita home from school.

					ELAINE
				(cheerfully, by rote, to
			William in back)
			Put on your seatbelt.   I don't want
			you flying through the windshield.

	Anita examines her own un-fastened seatbelt, which Mom hasn't
	noticed.

					WILLIAM
			We got our annuals today --

					ELAINE
				(cheerful, automatic)
			"Received" your annual.

					WILLIAM
				(looking at his photo)
			I look so much younger than everyone
			else.

					ELAINE
			Enjoy it while you can.

	Camera drifts from Mom to Anita, who can take it no longer.

					ANITA
			Mom.  It's time.

					ELAINE
				(pleasant, pointed)
			Can this wait until we get home?

					ANITA
			Mom, pull over.  Tell him the truth.
			Tell him how old he is.

	Mom pulls over, and stares straight ahead with deep irritation.

					ELAINE
				(as in "be quiet")
			He knows how old he is.

					ANITA
			The other kids make fun of him because
			of How young he looks.  Nobody includes
			him.

	They call him "The Narc" behind his back...

					WILLIAM
			They do?

					ELAINE
			What's a "Narc?"

					ANITA
			(bleeding for her brother)
			A Narcotics Officer!

					ELAINE
			Well what's wrong with that?

					WILLIAM
				(ever the peacemaker)
			Come on you guys.  It's no big deal.
			I'm 12.  It's okay. She skipped me a
			grade, it's okay.  Big deal.   I'm a
			year younger.  They're 13, I'm 12 --
				(beat)
			Aren't I?

	Their silence is eloquent.

					ELAINE
				(confessing, in a rush)
			I also put you in first grade when you
			were five and never told you.

					WILLIAM
				(trembling)
			So...  I'm... how old?

	A heavy quiet.  She and his sister ignore him, as they now
	debate the subject with each other.

					ANITA
			You lied to him!  You make such a big
			deal about the truth and you lied!

					ELAINE
				(that one hurts)
			He never asked.

					ANITA
			What -- like he's going to ask if he's
			as old as he thinks he is?  Don't you
			realize, this is going to scar him
			forever?

					ELAINE
			Honey... sweetheart... don't be
			Cleopatra.  We have to be his mother
			and his Dad.

					ANITA
			You put too much pressure on him!

					WILLIAM
				(apprehensive)
			How... old...

					ANITA
			And when he rebels in some strange and
			odd way, don't blame me.

					WILLIAM
			... am I?

					ELAINE
				(matter of fact)
			I skipped you an extra grade.  You're
			eleven.

					WILLIAM
			(horrified, voice crackling)
			ELEVEN?

	He looks at his body, the information affects him physically.
	New sounds come from way down deep inside.  Mom now begins
	speed-rapping, trying to stem the leak.  She starts the car.

					ELAINE
			So you skipped fifth grade.  There's
			too  much padding In the grades.  I
			taught elementary school.  5th grade -
			unnecessary.  Nothing happens in the
			5th grade.  All Teachers know it, no
			one talks about it.

					WILLIAM
				(still in shock)
			E - leven.

					ELAINE
			And you skipped kindergarten because I
			taught it to you when you were four.

					WILLIAM
			(still horrified, looking
			 at his body)
			This explains... so much...

					ANITA
			You've robbed him of an adolescence!

					ELAINE
			Adolescence is a marketing tool.

					ANITA
			He's got no "crowd"... no friends...

					WILLIAM
			Okay!

	Anita reaches out to her brother.  With the compassion of a
	saint, she offers this:

					ANITA
			Honey, I know you were expecting
			puberty.  You're just going to have to
			shine it on for a while.

	Deeply embarrassed, William shrinks down in the seat.  Mom
	monitors his face constantly.  She is raw and sincere... and
	yes, inspiring:

					ELAINE
			Who needs a "crowd?"  You're unique.  You're
			two years ahead of everybody.  Take those
			extra years and do what you want.  Go to
			Europe for a year!  Take a look around,
			see what you like!  Follow your dream!
			You'll still be the youngest lawyer in the
			country.  Your own great grandfather
			practiced law until he was 93.  Your dad
			was so proud of you.  He knew you were a
			pronominally accelerated child.

					ANITA
			What about me?

					ELAINE
				(heartbroken, can't help
			herself)
			You're rebellious and ungrateful of my
			love.

					ANITA
			Well, somebody's gotta be normal around
			here!

					WILLIAM
				(blinking, still can't
			believe it)
			Eleven.

	11    INT. WILLIAM'S BEDROOM -- DAY					11

	William finishes the last of many candy bars.  A mound of
	wrappers sit just below the mirror.  He examines his face
	hopefully for zits.  Nothing coming.  We begin to hear Simon
	and Garfunkel's "America."

	12    INT. LIVING ROOM - DAY						12

	Anita stands in the living room.   The song continues playing
	on the stereo.

					ANITA
			I want to play you a song that explains
			why I'm leaving, and try to listen.

					ELAINE
			We can't talk?  We have to listen to
			rock music?

	13    EXT. FRONT LAWN -- DAY						13

	William watches sadly.  Anita's good-looking boyfriend DARRYL,
	a dead ringer for young Stephen Stills, loads her suitcases
	into a large turqouise Chevy.  The suitcases are adorned with
	plastic stick-on flowers.    All coolness is leaving William's
	life.  Mom watches nearby, worried and helpless.   (Their house
	is more austere, less "fun" than the other front lawns.)

					WILLIAM
			Take good care of her in San Francisco,
			man.

	Darryl gives the kid a sub-human look.  He's invisible, too
	young to converse with.

					ELAINE
			How can she leave such a loving family?

	Anita turns and heads towards them.  She focuses on William,
	placing her hands on his young shoulders.  Her face is very
	close to him now, as she delivers this sage prediction of the
	future.

					ANITA
			One day you'll be cool.

	He nods stoically, hopefully.  He is utterly lost.  She leans
	forward and whispers in his ear.

					ANITA (cont'd)
			Look under your bed.  It'll set you
			free.

	Anita shakes hands with Mom, and exits.  As the car takes off:

					ELAINE
			She'll be back.

	In the distance we hear the whoop of her daughter.

					ANITA
			YEAHHHHH-HOOOOOOOO.

					ELAINE
			Maybe not soon...

	William watches wistfully.  He moves away from his mother.
	She pulls him closer.  Shot moves in on his slightly fearful
	face.

	14    INT. DARRYL'S CAR - DAY						14

	Anita looks back at the receding American Gothic-image of her
	mother and brother.  Sister waves to brother.  She feels for
	him.  Music now shifts to The Who's "Sparks."

	15    INT. BEDROOOM -- NIGHT						15

	William locks the door.  He reaches under his bed.  It's a
	black leatherette travel bag, with tartan design.  He unzips
	the bag -- it's filled with albums.  He flips through the
	amazing, subversive cache of music.  Cream's Wheels of Fire...
	the seminal Bob Dylan bootleg Great White Wonder... the Rolling
	Stones' Get Yer Ya Ya's Out... The Beach Boys' Pet Sounds...
	Abraxas by Santana... Jethro Tull's Stand Up... The Mother's of
	Invention's We're Only In It For The Money...  Led Zeppelin...
	Crosby, Stills and Nash... Miles Davis' Bitches Brew... and
	The Who's Tommy... with a note taped to it.

					ANITA (V.O.)
			"Listen to Tommy with a candle burning
			and you will see your entire future..."

	The heady effect of all these albums registers, as we see him
	lighting a candle.

	TITLE:  1973

	DETAIL SHOT OF NOTEBOOK

	A blue school notebook, with ballpoint pen renderings of the
	names of groups like the Who and Led Zeppelin, complete with
	carefully drawn thunderbolts.  Also, the name LESTER BANGS.

	16    INT. JOURNALISM CLASS -- DAY					16

	William, now 15, sits in class with book, Adventures in
	Journalism.  His hair is shoulder-length.  A dedicated teacher,
	PATRICIA DEEGAN, walks the aisles.  Music continues.

	17    EXT. FOOD MACHINES - DAY						17

	William presses the food machine button, pulls an orange from
	a vending container.  He still looks younger than most of the
	students... and these days, especially the girls.

	18    EXT. LUNCH COURT -- DAY						18

	William sits apart from all the others, under a tree.  He reads
	intently, happily, as he eats the orange.  It's a copy of Creem
	Magazine.  Music continues.

	CLOSE ON PHOTOS IN MAGAZINE

	Camera moves across the photos, catching the expressions and
	fashions of the rock heroes of the day.  Ian Anderson of Jethro
	Tull, eyes wide and hair flying as he plays flute.  Neil Young,
	enigmatic with perfectly patched Levis.  The Southern Rock Royalty
	of The Allman Brothers Band, posing and laughing in front of
	massive stacks of amps.  Marc Bolan of T. Rex, his ringlet-hair
	backlit by stage lights.  David Bowie in skin-tight Japanese one-
	piece attire, onstage with The Spiders From Mars.  Pete Townsend
	of the Who, slashing windmill-style at his guitar.

	Drift down to a by-line - by Lester Bangs.

	19    EXT. PARKING LOT - DAY						19

	William walks through the parking lot after school.  Everybody
	now congregates around the new arrival of their lives - their
	own cars.  Arms suddenly clap William on the back, friendly
	faces smile strangely, laughing.  He takes a few steps and
	looks up to see... a school official is hurriedly removing
	something from the high-school marquee.

	HIGH-SCHOOL MARQUEE

	which reads: WILLIAM MILLER IS TOO YOUNG TO DRIVE (OR FUCK)

	All are laughing.  He laughs with them, and turns as his face
	goes slack.  He shrugs, marches on.

	20    EXT. DOWNTOWN SAN DIEGO RADIO STATION -- DAY			20

	The song we've been listening to is ripped off the turntable by
	a highly-active man in a red promotional t-shirt proclaiming the
	greatness of The Guess Who.  He is a ferocious, lumbering, music-
	driven presence, and he fills this small radio studio to the
	very brim.  This is LESTER BANGS, 25, the rarely-seen God of a
	then new art-form -- Rock Journalism.  A Disc-jockey with long-
	long hair watches helplessly.  William views all this through a
	glass window.  He stands on the corner of a downtown side
	street, halfway up a steep incline.  He is the only person on
	the streets this early Saturday morning.  Reveal that he is
	watching a live radio show, audible to us through the small
	p.a. speaker overhead.

					DISC-JOCKEY
			Quite an honor to have the World's
			Greatest Rock Critic... and editor of
			Creem Magazine, back Home in San Diego
			for a few days -- Lester Bangs.

					LESTER BANGS
			What is this hippie station?!  Where's
			Iggy Pop?  Don't you have a copy of
			Raw Power?!

					DISC-JOCKEY
			Lester, isn't it a little early for
			this?

	Bangs searches for the album -- vinyl flying everywhere now,
	with no regard for album jackets.

					BANGS
			Found it!!

	21    EXT. RADIO STATION -- DAY						21

	William watches intently.  Bangs thuds the needle onto a copy
	of Raw Power.   We're rewarded with a blast of Iggy and the
	Stooges' "Search and Destroy."   A closer shot on William now
	watching the whirlwind of anarchy inside.  Lester does an Iggy
	Pop impression, acting out a story for the d.j. that we cannot
	hear, never noticing the kid soaking in everything from the
	other side of this double-glass window.

	22    EXT. RADIO STATION -- DAY -- LATER				22

	Bangs walks with William on this sharply inclined San Diego
	street.  It's early, the streets are silent.  Bangs is about
	fifteen beer pounds overweight.  His jeans are loose, his
	paleness and messy moustache an emblem of the long days and
	nights spent writing.  In there somewhere is a good-looking
	guy.  His hands are thrust deeply into his pockets, and he
	takes big sweeping steps.

					BANGS
			So you're the one who's been sending
			me those articles from your school
			newspaper -

					WILLIAM
			I've been doing some stuff for a local
			underground paper, too.

					BANGS
			What are you like the star of your
			school?

					WILLIAM
			They hate me.

					BANGS
			You'll meet them all again on their
			long journey to the middle.

	The kid nods, they walk.

					BANGS (cont'd)
			Well, your writing is damn good.  It's
			just a shame you missed out on rock
			and roll.

					WILLIAM
			I did?

					BANGS
			Oh yeah.  It's over.

					WILLIAM
			Over?

					BANGS
			Over.  You got here just in time for
			the death rattle, the last gasp, the
			last grope.

					WILLIAM
			Well.  At least I'm here for that.

	Bangs looks at the much smaller kid, shaking his head.  It's
	too late for newcomers.  But if the kid's age is an issue, he
	doesn't mention it.  Like a machine-gun:

					BANGS
			What do you type on?

					WILLIAM
			Smith-Corona Galaxis Deluxe.

					BANGS
			You like the new Lou Reed?

					WILLIAM
				(automatic)
			The early stuff.  The new stuff, he's
			trying to be Bowie, he should be
			himself.  I'm not a big Lou man.

					BANGS
			Yeah, but if Bowie's doing Lou, and
			Lou's Doing Bowie, Lou's still doing
			Lou.

					WILLIAM
				(standing his ground)
			If you like Lou.

					BANGS
			Take drugs?

					WILLIAM
			No.

					BANGS
			Smart kid.  I used to do speed and
			sometimes Nyquil and stay up all night
			writing and writing, like 25 pages of
			dribble about, you know, the Guess
			Who, or Coltrane, just to write, you
			know, with the music blasting...

					WILLIAM
			Me too.  The writing part...

	For a moment, the serious demeanor dissolves and the oddest
	thing happens.  Bangs laughs.  It's an odd and charming laugh,
	the kind a tough guy keeps well-hidden.  It surprised the kid,
	who smiles back.  Bangs stops at the corner, and offers a
	pleasant but very final nod of the head.

					BANGS
			Well, alright.  It's been nice to meet
			you.  I'll see you around.  Keep sending
			me your stuff.

					WILLIAM
			Okay.  See you.

					BANGS
			I can't stand here all day talking to
			my many fans.

	WIDE SHOT - SOLITUDE

	But neither have anywhere to go on this early downtown morning.
	They stand for a beat, hands in pockets, on this deserted
	street.  They are alone together, there's nobody else in sight.

	23    INT. DINER -- DAY							23

	William listens intently as Lester eat a sandwich.  His face
	is an open book filling with words.

					BANGS
			-- so anyway, you're from San Diego
			and that's good.  Because once you go
			to L.A., you're gonna have friends
			like crazy but they'll be fake friends,
			they're gonna try to corrupt you.  The
			publicists!  The bands!  You got an
			honest face, they're gonna tell you
			everything.  But you CANNOT make friends
			with the rock stars.

	The kid takes out a green collegiate notebook and gestures --
	can I make a note?  Bangs nods.

					BANGS (cont'd)
			Cannot make friends with the rock stars.
				(savage bite)
			That's what's important.  If you're a rock
			journalist, a true journalist -- first you
			will never get paid much.  But you will
			get free records from the record company.

	The kid's eyes widen.  Bangs, in direct conflict with his brutal
	writing style, is looking suspiciously like a compassionate
	softie.

					BANGS (cont'd)
			And they'll buy you drinks, you'll meet
			girls... they'll try to fly you places for
			free.... offer you drugs...  I know.  It
			sounds great.  But they are not your
			friends.   These are people who want you
			to write sanctimonious stories about the
			genius of the rock stars and they will
			ruin rock and roll and strangle everything
			we love about it.

	Privately, William thrills.  We.  Our.  It all sounds great to
	him.  He listens to the grouping of the words, every one of
	them.  He madly scribbles.

					BANGS (cont'd)
			They are trying to buy respectability
			for a form that is gloriously and
			righteously -

	The kid leans forward as Lester finds the right word.

					BANGS (cont'd)
			- dumb!  And you're smart enough to
			know that.  And the day it ceases to
			be dumb is the day it ceases to be
			real.  Right?  And then it will just
			Become an Industry of Cool.

					WILLIAM
			... Industry... of... cool...

					BANGS
			And that's what they want!  And it's
			happening right now.  I'm telling you,
			you're coming along at a very dangerous
			time for rock and roll.  The war is
			over.  They won.  99% of what passes
			for rock now... SILENCE is much more
			compelling.  It's over.  I think you
			should turn around and go back and
			be... a lawyer or something... but I
			can see from your face that you won't.
			I can pay you thirty-five bucks.  Gimme
			a thousand words on Black Sabbath.

					WILLIAM
				(attempting cool)
			An assignment.

					LESTER
			Yeah.  And you should build your
			reputation on being honest... and
			unmerciful.

					WILLIAM
				(writing in notebook)
			Honest... unmerciful...

					BANGS
			And if you get into a jam -- call me.
			I stay up late.

	Bangs reaches across the table, and William watches as he
	scribbles his number on the back of the kid's green collegiate
	notebook.  The notebook has just become valuable.  They sit
	together, listening to the beautiful and compelling silence.

	24    INT. FAMILY CAR -- NIGHT						24

	Mom drives William to the San Diego Sports Arena.  She looks
	out the window at the adrenalized concert-goers.  She feels
	protective not just of her son, but an entire generation.
	William goes over his questions for Black Sabbath.

					ELAINE
			Look at this.  An entire generation of
			Cinderellas and there's no slipper
			coming.

	William looks out the window at the sign: TONIGHT - SOLD OUT -
	BLACK SABBATH with special guest Stillwater.

					WILLIAM
			You can drop me off here.

					ELAINE
			Black.  Sabbath.  Just remember - you
			wanted to be Atticus Finch in To Kill
			a Mockingbird.

	The kid doesn't answer.  He silently goes over his questions.

					ELAINE (cont'd)
			As long as I know this is just a hobby,
			I'll go along with it.

					WILLIAM
			All I have to do is listen.  That's
			what Lester Bangs said.

					ELAINE
				(dryly)
			I'll be waiting right here at eleven
			'o clock sharp.  If you get lost, use
			the family whistle.

	He unhooks his seatbelt, stuffs his questions into an orange
	canvas shoulder-bag and exits.

	Elaine watches her son disappearing into the stony rock-concert
	crowd.  It's a windy night.  Everything about this image
	troubles her.  She fights with herself, and then uses the family
	whistle immediately.  He turns.

					ELAINE (cont'd)
				(sweetly, too loud)
			Don't take drugs!!

	Fifteen concert-goers turn around instinctively, at the sound
	of a Mother, and then identify William as the object of her
	concern.  All around him, we hear:

					HAPPY CONCERT GOERS
			Don't take drugs!!

	He winces, nods and moves forward.  Music echoes from the open
	windows of many other cars.

	25    EXT. SAN DIEGO SPORTS ARENA BACKSTAGE RAMP -- NIGHT		 25

	The kid tromps down the steep incline leading to a small steel
	backstage arena door.  He rings the buzzer.  The door wheezes
	open to reveal the keeper of the San Diego Sports Arena's
	backstage list.  Famous to all those who attempt to enter,
	this is SCOTTY.  He is a wiry, humorless man for whom
	powerlessness is the theme of his life -- except for those few
	hours he controls the list.  Scotty is only forty but everything
	about him screams that he's an angry sixty.

					WILLIAM
			Hi.  I'm William Miller and I'm here
			from Creem Magazine to interview the
			band Black Sabbath.

	Scotty, immediately suspicious, moves to a nearby podium and
	snaps through three clipboard pages.  He moves back to the
	door and grabs the handle.

					SCOTTY
			Not on the list.

	He shuts the door with finality.  The kid stands silently for
	a moment.  He looks over his shoulder, at two chattering
	Groupies watching his dilemma from the top of the ramp.  They
	look at him sympathetically, but he turns away.  William rings
	the buzzer again, withdrawing a copy of Creem from his bag.
	The door opens.

					WILLIAM
			Sir, I'm a journalist, and here's a
			copy of the magazine.

	The magazine hangs in mid-air.

					SCOTTY
			You're not on the list.   Go to the
			top of the ramp with the girls!

	Slam.  William stands there for a moment.  Unsure of what to
	do next, he looks back to the top of the ramp.  Rejected by
	him just moments earlier, the groupies now feign disinterest.
	Bracing himself, William rings again.  The door opens slowly
	this time.  Scotty stands peering at him.

					WILLIAM
				(in a rush)
			What-happens-after-I-go-to-the-top-of-
			the-ramp with-the-gi -

	Slam.  Lock.

	26    EXT. TOP OF SPORTS ARENA RAMP -- NIGHT				26

	William inches into the realm of the girls at the top of the
	ramp.  The wind whips.  It's just him, and two Groupies in
	their evening best.  They now pretend to barely notice the
	young journalist who has been banished to stand with them.
	Chattering excitedly, with sophistication far beyond her 17
	years, is ESTRELLA.  She sports long unruly black hair.  Her
	partner hangs in the shadows, adjusting shoes.  Estrella turns
	to the kid with great disinterest.

					ESTRELLA
			Who are you with?

					WILLIAM
				(embarrassed to be alive)
			Me?  I'm with myself.

					ESTRELLA
			No, who are you with?  What band?

					WILLIAM
			I'm here to interview Black Sabbath.
				(beat)
			I'm a journalist.  I'm not a... you
			know...

	Estrella stares at him.  Moving into the parking lot light,
	introducing herself, is a luminous girl in a green faux-fur
	trimmed coat.  This is PENNY LANE.  There is an inviting warmth
	and real interest in the way she asks:

					PENNY LANE
			... you're not a what?

					WILLIAM
				(enthralled)
			Oh... I'm just... not a... you know.

					PENNY LANE
			Not a "what"?

					WILLIAM
				(charmed)
			You know.  A "groupie."

	The two girls are deeply insulted by the word.

					ESTRELLA
			Ohhh!

					WILLIAM
			Sorry, I -

					PENNY LANE
			We.  Are not.  "Groupies."

	Estrella indicates Penny with great reverence.

					ESTRELLA
			This is Penny Lane, man.  Show some
			respect.

					WILLIAM
			-- sorry.

	Penny steps closer, focusing completely on the kid.  Behind
	her, concert-goers throw a few woo-woos their way.  She seems
	not to hear them.

					PENNY LANE
			"Groupies" sleep with rock stars because
			they want to be near someone famous.
			We are here because of the music.  We
			are Band Aids.

					ESTRELLA
			She used to run a school for Band Aids.

					PENNY LANE
			We don't have intercourse with these
			guys.  We support the music.  We inspire
			the music.  We are here because of the
			music.

	William is nodding like a doll in a dashboard window.
	Listening.

					ESTRELLA
			Marc Bolan broke her heart, man.  It's
			famous.

					PENNY LANE
			It's a long story.  I'm retired now.
			I'm just visiting friends.

					ESTRELLA
			She was the one who changed everything.
			She said "no more sex, no more
			exploiting our bodies and hearts... "

					WILLIAM
			Right.  Right.

					ESTRELLA
			"... just blow-jobs, and that's it."

					WILLIAM
			Okay.  Well, see, now I get the
			difference.

	Shot drifts off him and picks up, out of the darkness, another
	breathless girl teetering on tall shoes.  She is in the vicinity
	of 16.  Her black hair is cropped short and died red, just
	like the cover of Bowie's Aladdin Sane.  She is POLEXIA, the
	voluptuous one, from Riverside.

					POLEXIA
				(the usual greeting)
			It's all happening.  It's all happening.

					ESTRELLA
			Polexia!!   Did you tell Sabbath we
			were going to be here?

					POLEXIA
			I talked to Dick with Stillwater, I
			talked with Sabbath.  They're all dying
			to see us.   It's all happening.

					PENNY LANE
			This is our journalist friend.
			Journalist Friend, meet Estrella Starr,
			and Polexia Aphrodisia. And you are --

					WILLIAM
			William.

	Silent beat.  His name lands like a thud.

					POLEXIA
			Here comes Sabbath!

					ESTRELLA
			Ozzy!!!  Tony!!!  It's us!!

	A long black limo with darkened windows swishes past, beeps
	twice.  The metal backstage gate rises and the limo rolls
	inside.  And then silence again.  The girls do not discuss
	being rebuffed.

					ESTRELLA (cont'd)
			I think I saw Sapphire in there.

					POLEXIA
				(can't hold it in any longer)
			Okay.  I was with Ian Hunter all night
			at Rodney's Last night.  Wanna see his
			spoo?  I saved it in a baggie.

	She opens her purse and shows the girls something inside.
	William edges away.

					ESTRELLA
				(peering into purse)
			I'm really happy he's doing so well.

					PENNY
				(regarding what's in purse)
			Yeah.  I know he's such a talented
			guy.  I mean, look at him.  Who deserves
			it more?

					POLEXIA
				(looking in purse)
			Nobody -- he's so sweet.

					ESTRELLA
				(with compassion)
			Don't you just root for him, you know.
			To go that little distance between
			good and great?

					PENNY
			Wait.  That's not his.  I would know
			his.

	A very odd look on his face, William now cranes for a discreet
	look.  What's in that purse?

	BAM -- THE BACKSTAGE DOOR OPENS

	Out steps SAPPHIRE, 19, a tall girl with taller platforms.  Heavy
	eye-makeup.  Her accent is Texan, with odd traces of English.
	In one hand is a half-drained bottle of champagne.  In the other,
	a fistful of backstage passes.

					SAPPHIRE
			Does anybody remember laugh-tah?
				(as they turn)
			Come and GET 'EM!

	The girls scream and happily head down the ramp to Sapphire.
	Penny looks back and grabs William with a well-placed arm hooked
	around his.  He joins the clacking sea of legs moving down the
	ramp.  Sapphire slaps passes on the girls.  As Scotty (The
	Keeper  of the Backstage List) watches, Penny now slips William
	forward for a pass.

					SCOTTY
			Oh no.  Not this one --

					SAPPHIRE
				(off William)
			Who brought Opie?

	The kid looks over his shoulder.  Who's Opie?

					PENNY
			He's with us.

					SCOTTY
				(hand blocking William)
			He wasn't with you.

					SAPPHIRE
				(to Scotty)
			Are you going to turn this into a
			Thing?

					SCOTTY
			All of you can wait outside!  Top of
			the ramp!

					WILLIAM
			I don't want to cause a Thing.  I'll
			wait.

					PENNY
				(privately, to William)
			I'll go take care of this.

	Sadly, they leave him behind.  The thundering arena sound of
	the collecting crowd, the p.a. system blasting Yes'
	"Roundabout"... purposeful roadies carrying guitar cases...
	the glimpse of backstage rock and roll... everything he wants
	to be a part of is on the other side of this door.  And then
	it shuts.  He stands alone.

	At the top of the ramp, a tour bus unloads.  It reads --
	STILLWATER TOUR 73.  Moving loudly out of the bus is the opening
	band.  This is Stillwater.  Four road-weary band members, and
	their road manager.  Voices booming.

	RUSSELL HAMMOND, 27, presses the buzzer with the nose of his
	guitar-case.  It's obvious from moment one.  This is the star
	of the band, the charismatic one.  He's tired.  They're late.
	William recognizes him instantly, as the guitarist stretches.
	The buzzer goes unanswered.  The kid is invisible to him, as
	the others now arrive behind Russell.

	Tour/band manager DICK ROSWELL, 27, follows, loudly banging on
	the steel door.  He has the flaxen-haired look of a former
	hippie, but he carries the emblem of a real pro -- the newest
	silver Halliburton briefcase covered with backstage passes.
	His direction is always - forward.

					DICK
			Let us in, we're Stillwater!  We're on
			the show!!

	William is surrounded by them now.  They stand together under the
	single lightbulb, familiar faces, a live-action album cover.  JEFF
	BEBE the singer, his shiny black hair hanging in sheets around his
	head.  ED VALLENCOURT the quiet drummer, his long arms hanging
	limply at his sides.  His is a face made for the background. LARRY
	TURNER the compact bass-player.   Dick now kicks at the door with
	his foot, as William produces a copy of Creem Magazine.

					WILLIAM
				(to Dick)
			Hi, I'm a journalist.  I write for Creem
			Magazine.

	Once again, the magazine hangs there.  He can't give it away.

					JEFF
			The enemy!  A rock writer!

					WILLIAM
				(struggling forward)
			I'd like to interview you or someone
			from the band.

					DICK
				(busy, running behind)
			I'm sorry but could you please fuck
			off?

	William blinks a little, takes it in stride.  Russell sizes
	him up, moving in the background.

					WILLIAM
			Okay.  Okay.  I could do that.

					JEFF
			You guys never listened to our records.
			You're all just frustrated musicians.
			Do you know what your magazine SAID
			about us?  What was it - "the singer's
			incessant cater walling distracts From
			an assault with no clear purpose."

					LARRY
				(in background)
			That was Rolling Stone.

					RUSSELL
			Yeah.  Okay.  Fuck off anyway.  We
			play for fans, not critics.

	Stung, William shrugs.  It's been a terrible night, but at
	least thrillingly so.

					WILLIAM
			Russell.  Jeff.  Ed.   Larry.
				(can't help it)
			I really love your band.   I think the
			song "Fever Dog" is a big step forward
			for you guys.  I think you guys
			producing it yourselves, instead of
			Glyn Johns, was the right thing to do.
			And the guitar sound was incendiary.
				(gestures with fist)
			Way to go.

	He turns and leaves, beginning his long trek back up the ramp.
	Russell looks at the others.  That kind of love is hard to
	give up.

					RUSSELL
				(good humored, yelling)
			Well don't stop there.

					JEFF
			Yeah, come back here!!  Keep going!

	They wave him back, as the backstage door opens again.  The
	kid moves back down the ramp.   They herd him in with them,
	through the door.  Scotty quickly spots the kid and squares
	off.

	Russell notes the kid's swirling emotional state, shoves him
	forward.

					SCOTTY
			Not this one.

					RUSSELL
			He's with us.

					SCOTTY
			He's not with you.  He's not with them.
			He's not on the list.  He's not coming
			in.  And this is my arena.  And
			furthermore -

	Russel craves the confrontation and moves forward closer to
	Scotty.

					SCOTTY (cont'd)
			- have a good time tonight.   Welcome
			to San Diego.

	27    INT. BACKSTAGE HALLWAY -- NIGHT					27

	The band moves quickly down the hallway, with William moving
	to keep up.  A young and grizzled red-haired roadie, RED DOG,
	catches them on the way.  The band swarms around him.

					RUSSELL
			Red Dog!

					RED DOG
			We're playing here tomorrow night.

					JEFF
				(aside, to the kid)
			This is Red Dog, the Allman Brothers
			Band's number one roadie.

	Russel clamps an arm around Red Dog's neck.

					RUSSELL
			How're the guys?

					RED DOG
			Havin a ball, man.  When we have a
			party, we have an Allman Brothers Band
			party.  Everybody boogies.  Everybody
			gets off.  It's family, man.  We all got
			These now.
				(flashes new mushroom tattoo
			on forearm)
			We'll see you guys in Boston, right?
				(specifically to Russell)
			Dicky and Gregg send you their love.

	Camera catches flash of envy on the face of Jeff Bebe, as
	Stillwater sweeps forward into a small dressing room.

	28    INT. DRESSING ROOM -- NIGHT					28

	Dressing room activity swirls around him, as William simply
	listens.  He holds a small microphone.  His stoic look gives away
	little of the full body rush he's experiencing.  As the other
	band members drift across frame, Russell Hammond, a true rock and
	roll believer, speaks as he straps on his guitar and gets ready
	for the show.  To the kid, every word is reckless gem.

					RUSSELL
			... and it's okay, because rock and
			roll is a LIFESTYLE...  and a way of
			thinking and it's not about money and
			"popularity!"

					JEFF
			Some money would be nice.

	Jeff sprays some shaving cream into his palm, and rubs it into
	his scalp - poor man's mousse.

					RUSSELL
			- but it's a voice that says here I
			am... and FUCK YOU if you can't
			understand me.

	Russell smooths the strings of his guitar with a small cloth
	from his guitar case.  The kid notices all these close-up
	details of rock.

					RUSSELL (cont'd)
			And one of those people is gonna save the
			world and that means that ROCK AND ROLL
			CAN SAVE THE WORLD -- all of us together.

	The kid's eyes dance.  He checks to make sure he's getting the
	recording.  He listens intently.

					JEFF
			And the chicks are great.

					RUSSELL
			But we didn't do it for that!  We are
			here because we needed to fuckin be
			here, not just 'cause we needed to
			away from Troy, Michigan, WHICH WE
			DID... but what it all comes down to
			is that thing. The Indefinable Thing,
			when people catch something from your
			music, the thing you put into it.  I'm
			talking about... what am I talking
			about?

					WILLIAM
				(elegantly)
			The buzz?

					RUSSELL
			THE BUZZ!   And the chicks, the
			whatever, is an off-shoot of THE BUZZ.
			And like -- you saying you liked "Fever
			Dog?"   That is the fucking buzz, man.
			All we get are these fucking old-ass
			interviewers who don't understand,
			don't LISTEN, don't appreciate why we
			are here, which is the fuckin' BUZZ.

	William nods, holds his microphone steady.  Russell tunes his
	guitar, ripping through unamplified guitar licks as he speaks.
	Jeff hustles to reclaim his own connection to the interviewer.

					JEFF
			The next album will be even better.
			More texture.

					RUSSELL
			But... it's not what you put in, is
			it?  It's what you leave out.  Listen
			to... listen to Marvin Gaye...

	Russell's face grows rapturous as he discusses this piece of
	music.

					RUSSELL (cont'd)
			A song like "What's Going On."  That
			single "woo" at the end of the second
			verse - you know that woo - that single
			"woo."

					WILLIAM
				(proudly)
			I know that, "woo."

					RUSSELL
				(he does it)
			That's what you remember.  The silly
			things, the little things... there's
			only one, and it makes the song.  It's
			what you leave out.  That's rock and
			roll.

	William nods, says nothing, keeps the microphone pointed.
	Activity surrounds him.

					JEFF
				(impressed)
			We used to talk more about this stuff.

					RUSSELL
			Okay.  See, this is maybe the most
			honest we've ever been in an interview
			because you know our music.  You're
			the first press guy we've made friends
			with.  We don't normally talk like
			this to them.  And you're supposed to
			be The Enemy!  What are you - 18?

					WILLIAM
			Yeah.

					RUSSELL
			There you go.  Still young enough to
			be honest.

					DICK
				(walkie talkie crackling)
			Ten minutes 'till showtime, anyone who
			isn't in the band -- out!

	Russell takes a last swig of beer.  A roadie whisks his guitar
	away.

					DICK (cont'd)
			All this luggage is going to L.A.!

	William is swept out in the chaos of the pre-show ritual,
	past the pile of luggage by the door.  It's a colorful heap of
	suitcases, featuring colorful laminated band tags, each with a
	number.

	29    INT. BACKSTAGE STEPS -- NIGHT -- MINUTES LATER			29

	William sits on the backstage steps, writing feverishly in his
	notebook.  Behind him, two steps higher, Penny Lane scoots
	into place.

					PENNY LANE
			I found you a pass.

					WILLIAM
				(amped, distracted)
			Thanks.  I got in with Stillwater.
				(as he writes)
			The guitarist, Russel Hammond, he
			just thoroughly opened up.  He is by
			far the best and most honest interview
			I've ever done.
				(she nods)
			I've only done two, but you know.
			He's number one.

					PENNY LANE
			You're learning.  They're much more
			fun on the way up.

	William nods, still scribbling.  She eases down into place on
	the step next to him.  Her proximity cause him to look at
	her, his eyebrows rising.  She smooths them down with two single
	fingers.

					PENNY LANE (cont'd)
			How old are you?

					WILLIAM
			Eighteen.

					PENNY LANE
			Me too.
				(beat)
			How old are we really?

					WILLIAM
			Seventeen.

					PENNY LANE
			Me too.

					WILLIAM
			Actually I'm 16.

					PENNY LANE
			Me too.  Isn't it funny?  The truth
			just sounds Different.

					WILLIAM
				(confesses)
			I'm 15.

					PENNY LANE
			You want to know how old I really am?

					WILLIAM
				(immediately)
			No.

	She looks upstairs, soaking in the sound of another band tuning
	up.  Music is her religion.

					WILLIAM (cont'd)
			How did you get started in all this?

					PENNY LANE
			It's a long story.

					WILLIAM
				(quick study)
			Right.  Right.

					PENNY LANE
			We live in the same city.  We should
			be friends.

	She takes his backstage pass form his shirt and puts it on his
	thigh - the cooler location.  Nearby, the dressing room door
	opens, and the Stillwater exits.   Excitement level rises as
	they mass in the hallway with instruments.  We hear the amped
	voice of Russell growing nearer.

					RUSSELL
			The Enemy!

	He approaches, as William stands.  Penny watches, hanging out
	of Russell's eyesight.

	Standing in the supercharged hallway, the kid is anxious to
	introduce his new friends.

					WILLIAM
			Russell, this is Penny Lane.

					PENNY LANE
				(stepping into view)
			Pleasure.

					RUSSELL
			Penny Lane?  Like the song, right?

					PENNY LANE
			Have we met?

	THEY SHAKE

	And do not let go, for too long.  There is history in their
	shake.  Their eyes tell all.  Shot takes us to William, who
	puts two and two together.  It isn't hard.  They clearly know
	each other. Well.

					WILLIAM
			Well, I guess you've... you've met.

					DICK
			Penny Lane!  God's gift to rock and
			roll!!  You're back!
				(privately)
			Marc Bolan.  Please.

	Other band members pass, adjusting clothes for show time,
	waiting in the hallway... and now singing the Beatles song
	"Penny Lane."

					RUSSELL
			Come on, let's go.
				(noting kid's shyness)
			Both of you.

	30    INT. BACKSTAGE -- NIGHT						30

	House lights go down.  Cheers rise.  Dick's flashlight dances
	on the ground just in front of them, guiding their way in the
	dark to the stage steps.

					RUSSELL
			- get in the huddle.

	Russell pulls William into the band's huddle.

	SHOT LOOKING UP AT THEM

	Their band ritual, psyching together, arms on each other's
	shoulders in a circle.  They sing a dew lines of the classic
	"Train Kept A-Rollin'" (or "Go See Cal" from the Cal Worthington
	ad) They all touch feet, and then break, heading for the stage.
	Russell directs Penny to his side of the stage.  The kid follows.
	Plugging in, still in darkness, Russell hits a practice chord --
	thwack.  He steps on effects pedal.  Applause.  (Adlib onstage
	private patter, between members, goading each other -- the stuff
	no audience ever hears)  Twenty feet away, Dick prepares to
	address the crowd from the darkened stage.  It is his favorite
	moment of the evening, the highlight of his job.

					DICK
			From Troy, Michigan.  Please welcome --
				(importantly)
			Stillwater.

	Light hits the stage, and the band launches into their opening
	song, "If You Say Nothing."  Audience response is strong.
	Shot lingers on the face of William as he soaks in the most
	undeniably exciting moment of any concert, the first thirty
	seconds.

	Jeff the singer grabs the microphone and launches into some
	vocal pyrotechnics.  Russell looks over to Penny and William,
	at stage right, grinning, pretending to trip on his cord, an
	elegant show-off move of a musician who is now where he
	belongs... before seriously stepping forward for the first
	guitar lead of the night.  The kid looks over to see Penny
	watching Russell.

	31    EXT. BACKSTAGE -- NIGHT -- LATER					31

	Cases are shut and rolled toward the trucks.  Stillwater heads
	for their bus.  Jeff the singer says goodbye to Estrella Starr,
	like a sailor leaving port.   Russell lingers behind, saying
	goodbye to William, loading his own equipment.  Black Sabbath
	passes with entourage, heading to the stage.

					RUSSELL
				(privately)
			So.  You want to come up to L.A., we'll
			be at the "Riot House" all week.

					WILLIAM
			"The Riot House?"

					RUSSELL
			The Continental Hyatt House!  It's on
			Sunset Strip.

					WILLIAM
				(attempting cool)
			Right.  Right.

	All the while, just over the kid's shoulder, Russell scans the
	backstage crowd of hangers-on.  Looking perhaps for Penny Lane.

					DICK
			Let's blow this burg!

					RUSSELL
				(exiting)
			Well tell your friend Miss Penny Lane
			to Call Me.  Tell her "It ain't
			California without her.  We want her
			around like last summer."   Say it
			like that.

					WILLIAM
			Got it.

					RUSSELL
				(returns, whispers)
			Oh, I'm under the name - Harry Houdini.

					JEFF
				(exiting, to William)
			The Enemy!!  Yeah!!    Come to L.A.,
			we'll take some more.

	Russell joins Jeff, exiting and laughing.  A good show is still
	in the air.

					WILLIAM
			Later Jeff!  See you, Dick.  Larry.
			Ed.
				(and now the roadies)
			Mick, Gregg, Red Dog, Scully, Frosty,
			Estrella, The Wheel!

			ROADIES			   DICK
	  Laterrrr!			 We'll see you down the
						line.

	William is deliriously happy, hands upraised.  He turns to see
	Penny.

					WILLIAM
			PENNY!

					PENNY
				(calming him)
			Hey.  Hey.  Be cool.

					WILLIAM
			You just missed Russell!  He says he's
			at the "Riot House" all week and to call
			him.  He's under the name Harry Houdini.
			Do you know about the "Riot House?"

					PENNY LANE
			I think I've heard of it.

					WILLIAM
			He had a message for you!  He said,
			"It's not California without you.  We
			want you around like last summer."
				(consults notebook)
			Actually he said "ain't."  "It ain't
			California - "

					PENNY LANE
			I get the gist.

					WILLIAM
			How well do you guys know each other?

	She smiles privately.

					WILLIAM (cont'd)
			I got it.  No problem.  Long story.
			Alright!  I gotta go.

	Elsewhere in the arena, Black Sabbath is performing "Sweet
	Leaf."  The kid could care less.  He has bonded with Stillwater.
	He heads for the door.  Penny walks with him.  He's loving it.
	They pass a still-scowling Scotty, flashing passes, as they
	exit out into the ramp area.

	32    EXT. SPORTS ARENA -- NIGHT					32

	Penny takes out an eyeliner pencil, writes her number on the
	back of his green notebook.

					PENNY LANE
			Call me if you need a rescue.  We live
			in the same city.

					WILLIAM
			I think I live in a different world.

	They stand in the night air.  The parking lot is largely silent
	now, save for the thudding bass sounds of Black Sabbath.  In
	the distance, we hear Elaine's insistent whistle.

					PENNY
			Speaking of the world.  I've made a
			decision.
				(a very serious secret)
			I'm going to live in Morocco for one
			year. I need a new crowd.

	He nods.  He is a rapt audience for this flashy girl.

					PENNY (cont'd)
			Do you want to come?

					WILLIAM
			Yes.

	In the distance, we hear the family whistle growing louder.

					PENNY
			It's a plan.  You've got to call me.

					WILLIAM
			Okay.

					PENNY
			It's all happening.

					WILLIAM
			It's all happening.

	He nods cooly.  He waits until she turns, and the sprints
	through the parking lot, to the distant family whistle.

								 FADE OUT:

	FADE IN:

	33    ON TAPE RECORDER							33

	William's fingers work the clunky keys, pressing rewind.  We
	hear a snippet of the intense and lively Stillwater interview,
	full of overlapping and barely discernible voices.
	Meticulously, he untangles the voices, especially Russell's,
	as he transcribes.

	INT. WILLIAM'S BEDROOM - DAY

	The work of a journalist, as William sits at his Smith-Corona
	Galaxis.  There is a knock at the window, and William scoots
	back in his chair to see a familiar face.  It is Darryl, his
	sister's old boyfriend.  William opens the window.

					WILLIAM
			Hey Darryl.

					DARRYL
			Hey.

	Darryl climbs in the window, looks around the room that was
	once the site of his previous glory.

					DARRYL (cont'd)
			So she's a stewardess now.

					WILLIAM
			Yeah.  She and Mom are still sorta...
			I'd say "not speaking," but I don't
			know if they ever did.

					DARRYL
			Your sister.  A stewardess.
				(nods to himself)
			The things your sister and I did inside
			these four walls...

					WILLIAM
			That's okay.  I don't want to know.
			It's my room now.

					DARRYL
			We flew the friendly skies -

					WILLIAM
			Okay -

					DARRYL
			I don't want to put you in the middle
			of anything.  We don't have to talk
			about it.

					WILLIAM
			No.

					DARRYL
			You seem cooler.

					WILLIAM
			Yeah.  I'm thinking about going to
			Morocco.

					DARRYL
			Lemme know if you need a little help
			with your Mom.

					WILLIAM
			A little might not be enough.

					DARRYL
			She still freaks me out.

					WILLIAM
				(nods, an old issue)
			Yeah -

					DARRYL
			She's famous.

					WILLIAM
			Listen -

					DARRYL
			Go ahead and do what you were doing.
			I just wanna hang in here for a moment.

					WILLIAM
			Cool.  Alright.

	William nods and continues his work, self-consciously, as Darryl
	sits on his bed and soaks in the memories of the room.  A long
	moment passes.  Darryl pats his thighs, and rises.

					DARRYL
			Okay, man.

					WILLIAM
			Okay, man.

	34    INT. LIVING ROOM -- EVENING					34

	William slips on corduroy jacket, over a tie-dyed shirt.  Well,
	it's definitely a look.  Mom appears more nervous than her
	son.

					ELAINE
			I worry about the drunk drivers.

					WILLIAM
			Mom.  I'm 15.
				(beat, vague panic)
			Right?

					ELAINE
			Yes, you're 15. "And here's that money
			I owed you."

	She reaches in a small box near the door, gives him twenty
	bucks.  It's their routine.

					ELAINE (cont'd)
			Your dad's favorite joke.  I don't do
			it as well.

					WILLIAM
			I thought it was pretty good.

					ELAINE
			Keep the small bills on the outside.
			And call me if anyone gets drunk.

					WILLIAM
			I will call you if anyone
			anywhere gets drunk.

					ELAINE
			Good.

					WILLIAM
				(anticipating her, like a
			parent)
			And don't take drugs.

					ELAINE
				(stoic)
			Ha ha.  Very funny.  See -- sense of
			humor.  Have fun at the dance.  I'm
			glad you're making friends.

	They move to the door, and he steadies her, as if to remind
	her she's not going.  He opens the door.  She's a wreck, and
	she knows it.

					WILLIAM
			Mom?

					ELAINE
			Yeah -

					WILLIAM
				(loving but firm, as if to
			a dog.)
			Stay.

					ELAINE
			Oh... okay.

					WILLIAM
			I-love-you-bye.

	He opens the door.  Neil Young.  "Sugar Mountain."  Watching
	him leave is always a killer.  She's not getting any better at
	it either.  She folds her arms tightly across her chest.

	35    EXT. WILLIAM'S HOUSE -- NIGHT					35

	Penny waist by her car, down the hill, sporting a different
	more elegant look.  She cups her hands and yells up to him.
	He hikes down the hill, squishing down the water plants, almost
	falling, the first time we've seen him happy in his own skin.

	36    EXT. SUNSET BOULEVARD -- LATER NIGHT				36

	Miss Penny Lane's yellow Vega makes the big swing onto Sunset
	Boulevard.  She sings along to the obscure words of Led
	Zeppelin's "Dancing Days."  William takes it all in from the
	passenger seat.  Huge billboards advertise not cigarettes or
	beer, but albums.  It's a wondrous piece of geography for any
	rock fan.  Shot moves in as William, watches, takes it all in.
	He moves his head outside the window to see fully.  Her
	windshield is cracked along the side.

					PENNY LANE
			The Continental Hyatt House.  Also known
			as The Riot House.
				(does tour guide voice)
			Every band stays here, all the ones
			that matter.  The Who.  Zeppelin.
			Alice.  Bowie.  English bands.  American
			bands.  We all know each other.  Twenty-
			four hour room service.  Like us, they
			were outsiders.  They were so outside,
			they're inside, and insiders never
			even knew it, because they're outsiders
			and they are inside a place outsiders
			will never be.  And why are we even
			talking about it?  If you're really an
			insider, you're never gonna say it.
			You know what I mean?

					WILLIAM
				(beat, working it out)
			Yeah.  Yes.

	She makes a swift turn into a secret parking spot near the
	hotel.

					PENNY
			And we're not gonna hang out with
			Russell.  You can, but not me.

					WILLIAM
			What is it with you and Russell?

	37    EXT. SUNSET BOULEVARD -- NIGHT					37

	Neil Young and Crazy Horse's "Cinnamon Girl" ricochets across
	the Strip.  It's blasting from cars tuned into KMET.  Penny
	now wears her green faux-fur trimmed coat.  She grabs William's
	hand, steadying her hat at the same time.  They dart across
	the busy street.  She stumbles a little on her platforms.  He
	steadies his taller date.  They are a good team as they pass
	one of several humming tour busses parked out front.

	38    INT. HYATT HOUSE LOBBY -- NIGHT					38

	Penny blasts into the Continental Hyatt House, William on her
	arm.  The lobby of this bastion of seventies rock is more alive
	than most clubs.  It's a swirling mass of Roadies carrying
	Halliburton briefcases plastered with tour stickers, mingling
	Rockers, and more than a few Groupies with lower-ambitions and
	taller-platforms than Penny Lane.  The feeling is communal,
	illicit, intoxicating.  The secret community of rock.  Penny
	attracts a hailstorm of friends and comrades.

					PENNY LANE
			It's all happening.
				(grabbing him like a shield)
			And I'm about to use you as protection.

					ROADIE # 1
			Penny Lane!!

					PENNY LANE
				(aside)
			These guys are with Alice Cooper.  I'm
			going to pretend I don't know them.

					ENGLISH ROADIE # 2
			Penny!!  Does Alice know you're here?

					PENNY LANE
			I'm just showing my very dear, very
			wonderful friend around.  He's a very
			important writer - he knows Lester
			Bangs.
				(English accent)
			I'm responsible for his moral conduct
			while he's abroad.

					ROADIE # 3
				(arriving, mock drama)
			Penny Lane!!   God's gift to rock and
			roll!!

					PENNY LANE
			I'm retired.
				(uses English accent)
			And don't argue with me!

					ROADIE # 3
			Again?

					PENNY LANE
				(moving, English accent)
			Have we met?

	Effortlessly touching an arm here and there, charming all -
	she had four men suddenly circling her.

					PENNY LANE (cont'd)
			I've made a decision.  I'm going to go
			traveling in India.  Then I'm going to
			learn how to play the violin.  Then
			I'm going to go to college for one
			year.

	William looks at her, perplexed and a little hurt.  What about
	Morocco?

					ROADIE # 2
				(exiting, not buying it)
			There's nothing they could teach you
			in college, darling.
				(whispers)
			Call Alice.  He's under the name Bob
			Hope.

					ROADIE # 1
			I heard you were with Russell from
			Stillwater.

					PENNY
			Please.  I throw the little ones back.

	Lusty laughs circle William.  Overlapping this dialogue is the
	appearance of our friend Polexia.

					POLEXIA
				(in tears, in pieces,
			emotional)
			Ian Hunter is a fucking asshole!

					WILLIAM
			Polexia!

					POLEXIA
			Opie!!!

	She hugs him like a long-lost friend, knocking the air out of
	him.  And now overlapping this action, appears Superfan RIC
	NUNEZ, 14.  His eyes are forever moist, but he's oddly formal
	and never feels worthy of the rockers he idolizes.  Tonight he
	wears a custom homemade t-shirt with iron-on block letters.
	It features the four Led Zeppelin symbols and the words: "TO
	BE A ROCK AND NOT TO ROLL."  A felt-tip pen is still in his
	quivering hand.  Nunez walks with them, backpedaling as he says:

					RIC
			It's all happening.   I just saw them
			on the seventh floor!  Mr. Jimmy Page...
			Mr. John Paul Jones...
				(displays squiggle on shirt)
			Mr. Robert Plant signed my shirt in
			the elevator!!  Five minutes ago, he
			touched this pen.  Please don't smear
			it.  And Bonzo's gotta new motorcycle
			in the hotel!

					PENNY
			Ric is a Zeppelin fan.

					WILLIAM
			Yeah, I picked that up.

					PENNY
			He tours with them, but not "with"
			them.

					RIC
			They're on the 12th floor, but there's
			guards there!  So you gotta go to the
			tenth floor and go up the back steps.

					PENNY LANE
			This is my very dear, very close, very
			wonderful friend William Miller, he is
			very close with Lester Bangs.

					RIC
			It's all happening!!  See you in
			Cleveland!

	Ric rushes back to the elevators.

					PENNY LANE
			I'm retired!  Doesn't anybody believe
			me!?

	39    INT. HYATT HOUSE LOBBY PHONE -- NIGHT -- MINUTES LATER		39

	Penny nearby as William picks up the house phone.  He shouts
	over the din.

					WILLIAM
			Harry Houdini, please.

	As he waits, he discreetly pockets the matches, hotel pad and
	pencil next to the housephone.

	40    INT. HALLWAY/RUSSELL'S HOTEL ROOM -- NIGHT			40

	William, Polexia and an ambivalent Penny walk the hallway,
	looking for the room.  William looks in the passing open doors,
	each one a different window into another world.

					PENNY LANE
			Okay.  Time to put on the lampshade.

	Up ahead, the door to their smallish hotel room is open.
	Inside, a band party in full swing.  A clunky early-model boom
	box segues from James Brown's "Make It Funky" to Led Zeppelin's
	"Gallows Pole."   Russell Hammond is the center of this party,
	jabbing out the chords, playing along on guitar.  Much singing
	echoes all around.  It's a hotel-room Hootenanny, and all
	members of the band are present.  Penny Lane takes a breath
	and enters, with arms extended and pointing in opposite
	directions.  She does a flawless stewardess imitation, with
	proper hand gestures, to a loud party ovation.

					PENNY LANE (cont'd)
			"Ladies and Gentlemen.  Please
			extinguish all smoking materials and
			notice that the captain has turned on
			The No Smoking sign.  Your seat and
			tray tables should be locked in their
			full and upright positions."

					RUSSELL/OTHERS
			PENNY!!  PENNY LANE!!

	She is instantly and overwhelmingly, the life of this party.
	Russell joins William.

					RUSSELL
				(impressed to see him)
			Alright.

					WILLIAM
				(happy to be there)
			Alright.

	Russell places a beer in William's hands, and exits.

					PENNY LANE
				(continuing)
			"In the unlikely event of a water
			landing, the seat below you will serve
			as a -"
				(give up)
			Oh, the hell with it.

	They all applaud her, laughing.  William watches her with
	wonder, as she turns his way and winks.  Jeff approaches the
	alluring Polexia, and goes to get her a beer.  Meanwhile,
	Polexia sidles up to William.  She sees him watching Penny at
	the other side of the room.

					POLEXIA
				(privately)
			Act One, in which she pretends she
			doesn't care about him.

	POV shot travels to Russell, strumming the guitar that is always
	a part of his body.  Russell is watching Penny Lane
	surreptitiously.

					POLEXIA (cont'd)
			Act Two, in which he pretends he doesn't
			care... and goes right for her.

	Russell moves towards Penny.

					POLEXIA (cont'd)
			Act Three, in which it all plays out
			the way she planned it.  She'll eat
			him alive.

					WILLIAM
				(worried)
			We've got to stop them.

					POLEXIA
			Stop them?  You were her excuse for
			coming here.

	ON PENNY

					PENNY
			I need ice!

	Penny disappears out the door, across the hallway.  Russell
	follows a moment later.  The kid's eyebrows rise.  Polexia
	regards the kid with affection, adjusting his collar and peeling
	a hair off his jacket.

					POLEXIA
			I just worry about people using her.
			You know?  'Cause she brings out the
			good side in everybody else, but what
			do they do for her?  Life kills me.
			Do you have any pot?

					WILLIAM
			Not on me.

					POLEXIA
			Do you smoke?

					WILLIAM
			No.
				(attempting to fit in)
			But I... I grow it.  I grow it.

	Polexia looks at the kid, laughing at his poor job of lying.

					POLEXIA
			You're funny.  You know, if you were
			only taller, English, rich, a guitar-
			player and older...

					WILLIAM
			I'd be someone else.

					POLEXIA
			Yeah.  Good point.

	Jeff appears with her beer, and she whispers in the kid's ear
	before she exits with Jeff Bebe.

					POLEXIA (cont'd)
			Bless me father for I may sin tonight.

	The kid watches, as the boom box plays an obscure favorite of
	Russell's, Eddie Giles' "Losin' Boy."  There is the sound of a
	motorcycle somewhere down the hallway.

	41    INT. ICE ROOM -- NIGHT						41

	The ice machine makes new cubes with a grinding noise.  Penny
	puts ice in her glass.  Behind her, Russell moves into frame,
	hands delicately riding the sides of her body.  A motorcycle
	roars by, just outside the door, as Penny moves away from
	Russell's exploring hands.

					PENNY
				(with real indignation)
			How does it end?

					RUSSELL
			What?

					PENNY
			You know - the story about the girl
			who dumps the guy who has an ex-ex
			wife -- the one we don't talk about --
			and gets a hundred... okay, five letters
			from him, and then doesn't even leave
			a pass in San Diego.  Wake up!  I'm
			retired and I never believed you anyway.
			You're too talented and too good-looking
			to be trusted and everybody knows it.

					RUSSELL
				(smiling, loves it)
			You're retired like Frank Sinatra is
			retired.

	She makes a scoffing noise.  He moves to the ice machine, with
	a glass of his own.

					RUSSELL (cont'd)
			Miss Penny Lane.  Let me tell you what
			rock and Roll will miss the day you
			truly retire.

	He tosses cubes in his glass, one by one.  After the first cube:

					RUSSELL (cont'd)
			The way you turn a hotel room into a
			home.
				(cube)
			The way you pick up strays wherever
			you go.  Like Pied Piper.
				(cube)
			The way you know the words to every
			song.  Every song.  Especially the bad
			ones.  Mostly the bad ones.
				(cube)
			That green coat in the middle of summer.
				(cube)
			The real name you won't reveal.
				(cube)
			And.  I'd keep going, but my glass if
			full.

					PENNY
				(quietly)
			Damn.

	He kisses her powerfully, hands at his sides.  She fights to
	keep her hands off him.  Bonham's motorcycle rips by, just
	outside the door.

					RUSSELL
			Come to Arizona.

					PENNY
			Never.

					RUSSELL
			We leave Thursday morning.  9 AM.  And
			pack light this time.  Jesus.

	They kiss.  The motorcycle speeds by again, just outside.

	42    INT. HALLWAY -- NIGHT						42

	The hallways are crowded, as William looks at the closed door
	of the ice room.  He leans against the wall, alone now.  Trying
	to look like he belongs.  Behind him, most of the band has
	disappeared into other rooms, leaving only hangers-on in their
	places.

	43    INT. ROLLING STONE MAGAZINE -- DAY				43

	Music.  We pan across cubicles bustling with laid-back fervor.
	These are the San Francisco-based main offices of Rolling Stone
	Magazine.  We have arrived for the waning days that this
	magazine could still be called, with a straight-face, an
	"underground" publication.  Their mounting success crowds the
	edges of every frame.  Camera catches the Annie Leibowitz
	portraits that hang on the walls -- Lennon, Jagger, Rod Stewart,
	James Taylor.

	We find editor BEN FONG-TORRES, 29,  in his cramped cubicle.
	Sitting nearby is curly-haired and mustachioed Star Staff
	writer, DAVID FELTON, 32, who smokes his cigarettes with a long
	holder.  Felton reads one of William's articles, chuckling.

					BEN FONG-TORRES
			William Miller?

								 INTERCUT:

	INT. WILLIAM'S BEDROOM -- DAY

	William is on the phone in his own small room.

					WILLIAM
			This is he.

					BEN
			Crazy.  William, this is Ben Fong-
			Torres.  I'm the music editor at Rolling
			Stone Magazine.  We've got a copy of
			your stories from the San Diego Door.
			This is the same William Miller?

	William instantly, nervously alters his voice to sound older.

					WILLIAM
			Yes it is.

					BEN
				(rifling through tearsheets)
			Voice of God, howling dogs, the spirit
			of rock And roll... this is good solid
			stuff.

					WILLIAM
				(immediately, suddenly
			deeper)
			Thanks... thanks.

					BEN
			You should be writing for us.  Any
			ideas?

					WILLIAM
				(voice now to deep)
			How about Stillwater?

					BEN
			Crazy.  New album... their third...
			starting to do something.

	Ben shuffles through papers, looking for a tour itinerary on
	his promotional-material laden-desk, automatically plotting
	the piece aloud.

					BEN (cont'd)
				(pleasant, terse)
			Stillwater.  Hard-working band makes
			good.  Get 'em to respond to the critics
			who dismissed the first two albums as
			workmanlike. Guitarist is the clear star
			of the band.  Crazy.  Let's do three-
			thousand words.  You'll catch up to them
			on the road.  We'll set up billing --
			don't let the band pay for anything.

					WILLIAM
				(affecting casualness)
			Sounds good.

					BEN
			We can only pay -- lemme see, three-
			thousand words -- seven hundred dollars.

	The kid's eyes widen.

					BEN (cont'd)
			Alright, a grand.   What's your
			background?  You a journalism major?

					WILLIAM
				(deeply)
			Yes.

					BEN
			What college --

	INT. ELAINE'S HOUSE -- CONTINUOUS

	Elaine now gets on the extension.

					ELAINE
			Honey, I need you to do that thing
			that fixes the garbage disposal --

	She hangs up.

	INT. WILLIAM'S BEDROOM -- CONTINUOUS

	The kid is paralyzed.

					BEN
			Well, I know how my lady gets when I
			don't Snap to it -

					WILLIAM
			Crazy.

					BEN
			Crazy!  I'll let you go.  Call me at
			the San Francisco office tomorrow.

	44    INT. LESTER BANGS HOME -- LATE NIGHT				44

	The great Lester Bangs stands in the promotional album-clogged
	bedroom of his Birmingham, Michigan, home/office at Creem
	Magazine.  There is nothing in frame that does not deal with
	music.  In the background, a scratchy and chaotic Coltrane
	record.

					LESTER BANGS
			Beware Rolling Stone Magazine.  They
			will change your story, they'll re-
			write it and turn it into swill.
			Beware!!

					WILLIAM
			But besides that, what would be wrong
			with it?

					LESTER BANGS
				(laughs, entertained)
			You have starry eyes, my friend.
				(beat)
			Look.  Do the story.  It's a good break
			for ya.  But remember this --

	The kid listens intently, and makes notes.

					LESTER BANGS (cont'd)
			... don't do it to make friends with
			people who are trying to use you to
			further the big business desire to
			glorify worthless rock stars like
			Stillwater.  And don't let those swill
			merchants re-write you.

					WILLIAM
				(still copying)
			... swill merchants...

					LESTER BANGS
			Now.  What are you listening to?

	45    EXT. TEACHER'S LOUNGE -- DAY					45

	William knocks on the teacher's lounge door.  A Teacher answers,
	protective of their sanctuary.

					WILLIAM
				(urgently)
			I need to talk to Mrs. Deegan, from
			Journalism.

	Mrs. Deegan appears in the doorway.

	46    EXT. WILLIAM'S HOME -- LATE AFTERNOON				46

	The sun is still shining.  It's late afternoon, as Elaine Miller
	exits her car and arrives home.  She sees a few extra cars in
	the driveway, is immediately suspicious.

	47    INT. LIVING ROOM -- LATE AFTERNOON				47

	Elaine arrives to find William, Mrs. Deegan and Darryl awaiting
	her in the living room.  It's a 1973-style intervention.  They
	wear sunny, compassionate smiles.

					ELAINE
			Whatever it is, the answer is no.

					MRS. DEEGAN
			Elaine, we need to talk to you.
			Nothing is wrong.  I am a teacher.
			You're a teacher.  We speak the same
			language.

	Mom sits down.  She is fully engaged and worried, her natural
	state.

					MRS. DEEGAN (cont'd)
			Now I'm not a jump-up-and-down person,
			but something wondrous has happened to
			William.  And you have every reason to
			be happy...
				(knows her)
			... and calm.

	Carefully gauging Elaine's face, the teacher continues.

					MRS. DEEGAN (cont'd)
			William has been gifted with a shining
			opportunity in the world of journalism.
			Through a love of music, and at an
			oddly-young age, he has received a major
			assignment from a national publication
			called Rolling Stone Magazine.

	Mrs. Deegan produces a copy, and places it on Elaine's lap.
	It sits there like the plague.

					MRS. DEEGAN (cont'd)
			Now you are rather famously not a fan
			of rock music, but such are the ironies
			of life, that happens to be the very
			topic of William's assignment -
				(cheerfully)
			- rock music.  A band.

					ELAINE
				(warily, to Darryl)
			Honey, what are you doing here?

					DARRYL
			Moral support.

	Mom looks evenly at her son, seated opposite her in this small
	living room.

					ELAINE
			What's involved?

					MRS. DEEGAN
			Well.  It's a great opportunity.  He'll
			be well-paid, and published nationally --
				(quickly)
			-- and he'll go on tour with a rock
			band for four days.  No small planes...
			he travels on a bus.

					ELAINE
			Is it time for me to say something?

					MRS. DEEGAN
			Sure.

					ELAINE
			No.

					MRS. DEEGAN
			And in anticipation of that response -

					ELAINE
			No.

					MRS. DEEGAN
			-- William has prepared --

					ELAINE
				(rueful)
			"Lo, that which I have feared has come
			upon me."

					WILLIAM
				(lightening fast)
			"He who jealously guards his fears,
			quietly yearns to bring them about!"

	Mrs. Deegan admires their high-strung intellectual parrying,
	makes an impressed noise.

					ELAINE
				(with compassion)
			No.  I have raised him to be an honor
			student, which he is.  We have agreed
			on all our goals.  We raised him to be
			a lawyer, we moved here to be near the
			finest law school in the West.  Plus,
			he has finals coming up, and in one
			week he graduates with all his friends
			-

					DARRYL
			He's got no friends!!

					WILLIAM
			Darryl.  Please.

	Nearby, having anticipated all of the above, William nods to
	Mrs. Deegan, and stands.

					MRS. DEEGAN
			Elaine, may I present to you... your
			own son.

	William takes a lawyerly stroll, turns to face his mom.

					WILLIAM
			Lady of the Jury.
				(beat)
			I wish to disprove the prevailing false
			belief that rock music is based on drugs
			and sex.  True, perhaps at one time...
			but rock music is different now.  It is
			now performed by hard-working
			intellectuals, with... with blazing
			intellectual pursuits, and I am going to
			play for you a piece of music designed
			to show you that my thesis is correct.

					ELAINE
			This is going to be hell.

	Across the room, Darryl takes his position near the stereo.

					WILLIAM
			The song is based on the literature of
			Tolkien...  and it's mystical attempt
			to elevate humanity has been successful
			throughout the world...  this song
			will change your life.

	Mom stifles a cough.  William nods to Darryl, who reverentially
	drops the needle with a thud.  Mom is trapped, as we listen to
	silent static... and then... the opening notes of Led Zeppelin's
	"Stairway to Heaven."  William gives his Mother the album
	cover's inner-sleeve with lyrics.

					WILLIAM (cont'd)
			We ask you only to listen.

	Camera passes across their serious and expectant faces.  The
	intro in not short.  We listen, just watching their faces, as
	Elaine becomes increasingly impatient.

			ELAINE				WILLIAM
	  When is it going to start -   Soon.

	Immediately, overlapping, the vocal begins.  ("There's a lady
	who's sure all that glitters is gold.")

								 DISSOLVE TO:

	48    SUN MOVING SLOWLY ACROSS THE SKY					48

	Sprinklers click across the lawns.  ("... and it makes me
	wonder... ")

	49    INT. LIVING ROOM -- AFTERNOON					49

	Mom adjust herself in the chair, listens politely, checks her
	watch.  She looks at William.

	50    EXT. HOME - AFTERNOON						50

	Sprinklers continue.  ("If there's a bustle in your hedgerow...
	")

	51    INT. LIVING ROOM -- AFTERNOON					51

	Mom listens fitfully.  The song continues.

								 DISSOLVE TO:

	52    EXT. HOUSE -- STILL LATER AFTERNOON				52

	Sprinklers shut off.  Music is now blasting.  ("To be a rock,
	and not to roll... ")

	53    INT. LIVING ROOM - LATER AFTERNOON				53

	Mom's face remains stoic to the bitter end.  ("... and she's
	buying the Stairway to Heaven.")  The song ends.  Silence.
	All look to Elaine.  They wait on her response.  We hear the
	turntable arm return to its cradle.

					ELAINE
			What am I supposed to say?   You say
			it's Tolkien, fine.  They sound like
			nice kids.  Is it meant to elevate
			humanity?  "Sure, let's elevate
			humanity.  After we sell you drugs and
			sex."  All I have is my honesty.  That's
			what I believe, and that's what I know.
				(flipping through magazine)
			Oh.  Here's a nice ad.

	She holds up the magazine.  And ad reads, in large bold type:
	BUY THIS FUCKING ALBUM.

					ELAINE (cont'd)
			You've clearly ganged up on me, and I
			still say no.  No no no no no no no.

	She shuts her eyes, and blurts out something against her better
	judgement.

					ELAINE (cont'd)
			NO MORE THAN FOUR DAYS AND I WANT A
			PHONE NUMBER FOR WHERE YOU ARE EVERY
			MINUTE AND I WANT YOU TO CALL ME TWICE
			A DAY AND YOU'D BETTER NOT MISS ONE
			TEST - AND NO DRUGS.

	William nods gratefully, and exits frame.  Hold on the empty
	chair, as drums herald the beginning of the Allman Brothers
	Band's "Trouble No More" from Live at Fillmore East.

	SHOT MOVES IN ON ELAINE

	who feels a very particular kind of loneliness.  It's the
	loneliness she got married, and then raised a family, to escape.

	54    INT. STILLWATER TOUR BUS -- DAY					54

	An empty Heineken beer bottle rolls up and down the aisle,
	taking us to William.  William picks up the bottle and places
	it in the seat back pocket in front of him.  He has joined the
	circus, and the feeling of being here is a lot more lonely and
	forbidding than he expected.  The bus struggles to make it up
	the hill, back rows shuddering loudly, as music continues.

					DICK
			C'mon, Doris!  Darling Bus.  You can
			make it!

	55    EXT. NEVADA DESERT HIGHWAY -- DAY					55

	The Stillwater Tour Bus rumbles down the desert highway.  The
	destination banner reads - ALMOST FAMOUS -- TOUR 73.  Music
	continues.

	56    INT. BUS - DAY							 56

	William strains for a look at Russell five rows up.  He plays
	slide guitar, working out a part.   Next to Russell is Penny
	Lane.  Penny raises an early-model Polaroid camera and - flash
	- takes a picture of a nearby sleeping Jeff Bebe.

					PENNY
			Gotcha.

	Jeff grumbles from the depths of a hangover.  Penny stuffs the
	shot in her pocket.  William watches, his private heart pounds.
	Polexia appears and sits next to him, noticing his shyness.

					POLEXIA
			Do you have any pot?

					WILLIAM
			No.  I'm a journalist.

					POLEXIA
			Well, go do your job then.  You're on
			the road, man.  It's all happening!  Get
			in there.  Go talk to 'em!

	Challenged, William rises and approaches Russell.  He fixes
	the charismatic guitarist in his sights. Shot takes him down
	the aisle to the jamming star guitarist.  He crouches in the
	aisle and talks to Russell who immediately seems moody.  His
	mood is in the air.

					WILLIAM
				(very professional)
			Russell.   Do you think we might be
			able to find some time to talk when we
			get to Phoenix?  I want to interview
			everyone separately... and I felt we'd
			start with you and me.

	Nearby, Jeff now listens in, feeling immediately jealous.

					RUSSELL
			Absolutely.

	Russell turns away.  The kid squats uncomfortably in the aisle,
	babbling on.

					WILLIAM
			Because I've got a thing in a couple
			days.

					RUSSELL
			What.

					WILLIAM
				(self-conscious)
			It's a... thing where... uhm... you go
			there to graduate.  School.

					RUSSELL
				(sharply)
			I never graduated.  And look what
			happened.  You're here interviewing me.

	Good point.  Laughs from everybody listening nearby.  It's a
	good line.  William makes a quick jot in his notebook.

					RUSSELL (cont'd)
			No no no.  Don't put that in Rolling
			Stone.  My bio says I graduated.  We'll
			come up with something better later.
			Just enjoy the ride.

	Russell eyes the notebook suspiciously before turning away.
	Penny notices William's discomfort, laughing warmly, all while
	grabbing a Coke and giving one to nearby bassist Larry.

					LARRY
			How did you know I was thirsty?

	He didn't even realize he was thirsty, but he is.  He nods
	thanks to Penny, the perfect road companion for all.  And then
	Penny gives the other Coke, her Coke, to William.  He accepts
	it too, and starts back to his seat.  He's been blown off, and
	he knows it, but before he exits Penny grabs his arm and
	whispers in his ear:

					PENNY
			I may need to stay in your room tonight.
			Russell's in a bad mood.  He's very
			Bob Dylan in Don't Look Back today.
			He's trying to write.

	William nods cooly -- they are comrades -- and returns to his
	seat.  A large joint passes in front of him, across him, to
	Polexia, as everyone cheers Doris the Bus rumbling up another
	hill.

					POLEXIA
				(inhaling deeply)
			Want some?

					WILLIAM
			No thanks.

	A wall of pot smoke is exhaled, right into his face.  It
	surrounds him like a cloud.   The bus shudders, as Russell
	continues playing slide up ahead.

	57    INT. WILLIAM'S LIVING ROOM - NIGHT				57

	Elaine sits in her living room, filled with her books.  Large
	Department store photos of her children on the wall.  She feels
	her own loneliness, and his too, as she dials a phone number.

					ELAINE
			Has William Miller arrived yet?  He
			hasn't.  Could you give him a message
			as soon as you see him? -

	58    INT. BUS -- NIGHT							58

	Several hours later on this ride.  Outside, night and desert.
	Inside, a few cigarettes, a joint of two glow in the darkness
	of the bus.  The end of the Led Zeppelin classic "Whole Lotta
	Love" plays from the bus stereo, full blast.  Everybody is
	free and anonymous in the dark.  They sing at full-volume.
	William looks out the window in wonder.

					ZEPPELIN/ALL
			"Way down inside... (woman)
			woman...  you need... "

	The ten-ton guitar chord of Jimmy Page.

					ZEPPELIN/ALL (cont'd)
			"Loooooooooooooooooooooooovvve... "

	John Bonham's drums thunder through the bus, everybody still
	singing as they dip down into the city ahead, Phoenix.  William
	watches the living documentary around him.  He writes furiously
	in the green notebook, scribbling in the dark, trying to steady
	his writing on the bumpy bus.  Behind him, someone is beating
	along to the song on his seat.  He never want to leave this world.

	59    INT. ARIZONA RAMADA INN LOBBY -- NIGHT				59

	All enter the lobby like warriors, in a pack.  The hotel chairs
	are spotted with curious hangers-on, decked out and lounging.
	Dick is already stationed, as always, at the front desk.   The
	sad state of hotel service grates on a road dog like Dick.  He
	is forever teaching others their jobs.

					DICK
			Jeff, Tony... Keys... keys... keys...
			room list...
				(re: luggage, to hotel
			bellman)
			If it doesn't have a number on it, it
			ain't ours!

	He gives key and a stack of messages to Russell, and turns to
	William who he makes feel more important.  Penny is nearby with
	her suitcase and tackle box purse.  William watches Russell's
	guitars whisked away - they are luggage-numbered 1, 3, and 4.

					DICK (cont'd)
			The Enemy!  Here you go, here's the key to
			your palatial suite, room list, plus let me
			give you a luggage tag.  You're Number 42.

					CLERK
			Is this Mr. Miller?  You have a message
			from Elaine.

					WILLIAM
			Thanks.

					CLERK
				(confidentially)
			She's a handful.

					WILLIAM
			I know.

	William cooly takes the folded message, doesn't look at it,
	and tries to pretend this embarrassing moment didn't happen.
	Jeff exchanges a look with Russell.  Nearby, the walking
	commotion arrives, clacking through the lobby.  It's Sapphire.
	Last night's clothes are now today's.  She holds a travel case,
	and hanger with some odd blouses.

					SAPPHIRE
			Finally, you're here!!  They kicked me
			out of my room!  Fuck Ozzy!

	She hugs Penny Lane.  Estrella appears, happy to have help
	with Sapphire.

	ON RUSSELL

	who approaches William.

					RUSSELL
			Come by in a few minutes.  We'll do
			the interview.

	The kid exits and goes to join Penny, who is still comforting
	Sapphire.  Russell looks through his messages.  The guitar,
	now in a case, never leaves his hand.  Jeff Bebe approaches,
	regarding William standing with Penny and the girls.  Intrigue
	is swirling in the lobby.

					JEFF
			I'm worried, man.

					RUSSELL
			Naw, we can trust him.  He's a fan.

					JEFF
			But it's Rolling Stone.  He looks
			harmless, but he does represent the
			magazine that trashed Eric Clapton,
			broke up Cream, ripped Led Zeppelin,
			and wrote that lame story about the
			Allman Brothers Band that bummed Duane
			out before he died.  Don't forget the
			Rules.  This little shit is the Enemy.
			He writes what he sees.
				(beat)
			But it would be cool to be on the cover.

					RUSSELL
			Leave it to me.  We'll get a good story.

					JEFF
			Plus our girlfriends read this magazine
			and -
				(looking at Band-aids)
			-- you know.

					RUSSELL
			You made your point.  I'll take to
			him.

	ON WILLIAM BY ELEVATOR

	Penny speaks confidentially to him.  If she is slightly bossy,
	it is only because she's good at logistics, emotional and
	otherwise.

					PENNY
			Can Sapphire stay in your room tonight?
			She had a big fight with Ozzy, and
			Polexia's not working out with Jeff
			Bebe.
				(to Sapphire and Polexia)
			You just have to remember... these
			guys are jealous, insecure, talented,
			egocentric, and manipulative geniuses...
			they're lead-singers.   They can say
			"I love you" to 20,000 people... but
			any fewer is a real problem.
				(girls nod, comforted, she
			continues to the kid)
			Jeff Bebe has so much jealousy over
			Russell that he can't express.  Plus,
			he never slept last night.   You keep
			Sapphire and I'll stay with Russell.

	William covers his disappointment over losing Penny as a
	roommate.  Cooly:

					WILLIAM
			Sure.  I'll take her.

					POLEXIA
			Me too?

					WILLIAM
			Sure.

	Estrella arrives with travel bag, equally homeless, looking
	hopeful.

					WILLIAM (cont'd)
			If there's room -

	Penny squeezes him.  He feels cool... but the girl he really
	wanted to stay in his room now joins Russell, disappearing
	into the elevator.  He looks down at the message in his hand,
	and opens it.

	It reads: DON'T TAKE DRUGS!  He snaps it closed quickly, before
	anyone can see.

	59A   IN. RUSSELL's ROOM -- NIGHT						59A

	Russell plays acoustic guitar, a notebook cradled on his lap.
	Trying to write.  It's coming slowly.  Shot moves off him,
	past a flickering television, onto Penny who silently and
	intently watches Russell as if he's a rare and beautiful bird.
	He looks over at her - she turns away quickly.  He goes back
	to work.  Tries to catch her watching him again.  She turns
	away just in time.

	60    INT. WILLIAM'S HOTEL ROOM -- NIGHT				60

	Stillwater's "Fever Dog" plays from the t.v. radio.   William
	on the bed, a thick local phone book on his lap.  His hotel
	room.  He watches self-consciously as the girls go about the
	ritual of inhabiting a room on the road.  Sapphire flutters a
	paisley scarf over the room lamp.  Polexia puts a towel along
	the crack of the door, blows out the glowing embers on too-
	many sticks of incense, and moves to the phone.  Estrella has
	joined them as well, complete with a bag full of shoes.
	Instantly, we have atmosphere and not much room left in this,
	the smallest room in the hotel.   William thumbs through the
	phone book with fascination.

					WILLIAM
			All these people.
				(wondrous, off phone book)
			And they all live in Phoenix.

					POLEXIA
				(on phone)
			Hi Dad!!  I can't talk long!  I'm here in
			Paris.  I'm staying in another Youth Hostel
			with no phone and no address for mail!!

					WILLIAM
			(still wondrous, from phone
			 book)
			Alex.  Lowbatz.

					SAPPHIRE
				(emerging from bathroom)
			I was the one who told him what to
			tattoo on his fingers, I was the one
			who made his shirts... I was there
			when his wife left him.

					WILLIAM
			Charles.  C.  Swoop.

					POLEXIA
				(on phone)
			I CAN SEE THE EIFFELL TOWER.  DO YOU
			KNOW THERE ARE 578 STEPS TO THE TOP?

	She's reading from a European tour book.

					WILLIAM
			Paul and Debbie Finger.

					ESTRELLA
				(looking out window)
			Oh my God.  Simon Kirke of Bad Company
			is by the pool.

	The girls mobilize by the window.  William is increasingly
	aware that he is an outsider in his own tiny room.  He tries
	to organize his stuff in the corner.

					POLEXIA
			I GOTTA GO!  I'LL CALL FROM ROME!

					ESTRELLA
			Is anybody here as worried about Penny
			and Russell as I am?

					POLEXIA
				(the perfect daughter)
			AND HAPPY BIRTHDAY TO MAGGIE!!
			I LOVE YOU!!

	She winks at William, who looks away.

					SAPPHIRE
				(to Polexia and William)
			Ooo, watch out - whoever you look at
			when you say that - that's who you
			really mean.

	Polexia hands up and throws a pillow at Sapphire,  the kid
	watches these girls like a tennis match.

	60A   IN. PENNY AND RUSSELL'S ROOM - SAME TIME				60A

	Russell puts down his guitar.

					RUSSELL
			You know.  We should talk about what
			we don't talk about.

					PENNY
			We don't have to.

					RUSSELL
			No, I - I went to Catholic school.  I
			believe in guilt and... you know, if
			there's any to be had, I pretty much
			want to roll around in it.

					PENNY
			I don't believe in attachments.  No
			boundaries.  Just the music.

					RUSSELL
			I'm just saying, it's okay to talk
			about it.

	Penny stands and turns.  She speaks the word.

					PENNY
			Leslie.

	Russell nods.  The name is out in the open.

					PENNY (cont'd)
			Leslie.  Leslie.  Leslie.  Leslie.
			Leslie.  Leslie.  Leslie.  Leslie.

					RUSSELL
				(somehow satisfied)
			Alright - now we're talking.

	But she continues, saying the name in a multitude of different
	ways, in different accents, and with different degrees of
	indifference and passion and lust and play-acting and mock-
	drama.

	PUSH IN ON HIS FACE

	As he listens and studies this ethereal creature for meaning.
	Is she mocking him?   In love with him?  Taunting him?  Seducing
	him?

					PENNY
			Leslie.  Leslie.  Leslie.  Lesssssslie.
			Leslie.  Leslie.  Leslie.  Leslie.
			Leslie.  Leslie.  Leslie.  Leslie.
			LESlie.  Leslie...

	She continues saying it until it no longer has meaning.  And
	finally she sits next to him.

					PENNY (cont'd)
				(beat)
			Now.  Have I helped you get that off
			your chest?

	They kiss.

	60B   INT. WILLIAM'S HOTEL ROOM - SAME TIME				60B

	The girls continue their settling-in process.

					SAPPHIRE
			Opie, can I order room service?

	The nickname "Opie" re-opens a nagging wound.  Polexia hangs
	up, and begins to dial again.

					WILLIAM
			Okay.  You guys.  Wait.   Put down the
			phone, Polexia.
				(she does, sadly)
			First, this is my room...

					SAPPHIRE
			Come on, you're a fan like us.  You're
			on our side of the line.

					WILLIAM
			Second.  I'm not Opie.  Alright?  Opie
			is a little boy.  I'm here to do a
			job.  I am a professional.

					ESTRELLA
				(flipping luggage tag)
			Ooooooo, sorry, Mr. 42.

					WILLIAM
			Third!
				(has their attention now)
			... this phone is a big, big deal.  In
			a minute, I have to go interview
			Russell.  Do not answer this phone if it
			rings.  I have family members with
			severe anxiety Problems.  She will not
			understand.

					POLEXIA
				(wounded)
			But what if Ozzy calls Sapphire?   And
			I gave Jimmy Page this number.

					ESTRELLA
			Or a guy who looked like Jimmy Page.

	William looks at their troubled faces, full of too much-longing
	and too much make-up.

					WILLIAM
			Okay.   I have a solution.  Answer the
			phone.  But if anyone without an English
			accent is on the phone...
				(winging it)
			Just hang up.  Or say it's the wrong
			room.

	They nod.  It's a good plan.

	61    EXT. HALLWAY -- NIGHT						 61

	The hanging sign on the door reads: DO NOT DISTURB. William
	knocks on Russell's door. A maid pushes up against him with
	her cart, which now blocks the hallway.

					WILLIAM
			SHOULD I COME BY LATER?

	A group of golf conventioneers are now trapped behind the maid
	cart.  They ease past William as he negotiates with Russell
	through the door.

					RUSSELL (O.S.)
			 YES, I'M IN TOO TRUTHFUL A MOOD!

					WILLIAM
			MAYBE THAT'S A GOOD THING!!

					RUSSELL (O.S.)
			I'LL SEE YOU AT THE RADIO INTERVIEW
			LATER!!  TEN-THIRTY IN THE LOBBY.

					WILLIAM
			OKAY!

					RUSSELL
			GO AWAY!

					WILLIAM
			OKAY!

	We hear Penny's giggle.  Then the door opens, and it's Penny
	looking ravishing.  In the background, Russell sits shirtless
	at the table.  He playfully pelts the kid with crumpled up
	wads of hotel stationery.

					PENNY
			Don't worry.  Some to the radio
			interview.

					WILLIAM
			No, I'm fine.  I'll just interview
			Jeff Bebe some more.

					RUSSELL
				(as in "you're on of us")
			GO AWAY!

	She shuts the door quickly.  It hurts a little.  He picks up
	the wadded pieces of paper, stuffs them in his pocket.  He
	leaves the door and helps himself to some soap and pencils and
	matches from the nearby maid's cart.  Then he returns to
	Russell's door.  He can't help but listen to the muffled sounds
	of laughter, just for a moment, escalating.  He flips the sign
	over: HOUSEKEEPING PLEASE ENTER - CLEAN ROOM.

	62    INT. OUTER RADIO STATION - NIGHT					62

	Humble Pie.  "Thirty Days in the Hole."  Russell and band enter
	the radio station, passing through the now-empty front office.
	As always, Russell sets the tone.  He's feeling good.
	Stillwater takes over -- they feel mighty, like the Beetles,
	as they climb across chairs, rearrange wall hangings and gold
	records  and head down the small hallway to the control room
	interview.  Rolling with the flow are William and Penny in her
	green coat.  He tries to distance himself from her -- still a
	little stung by the earlier hallway rebuff -- but she will
	have none of it.  She privately shares every great passing
	moment with him.  He tries not to succumb to these charms.
	It's hard.  Music segues to Stillwater's own "Fever Dog."

	63    INT. RADIO CONTROL ROOM - NIGHT					63

	Stillwater's own record spins, and it sounds good to everyone
	in this room.  Russell takes a seat near the open mike.  Jeff
	Bebe is quick to take the other seat, arranging himself to be
	just as close to the microphone as Russell.  William watches
	all as he sits at the dark back of this control booth.
	Stillwater sits with late-night progressive disc-jockey QUINCE
	ALLEN, 25.

	Quince takes a long hit from a joint and does not pass it.
	The entire Stillwater band is now collected in the studio and
	ready for the interview.   William can't avoid looking at Penny
	Lane, who looks great tonight.  She catches him, and he barely
	looks away in time.  Polexia, newly reconciled with Jeff,
	notices.  The very mellow disc-jockey eases up to the
	microphone, as the finale of "Fever Dog" is just ending.

					QUINCE ALLEN
			The guitar of Russell Hammond.   "Fever
			Dog"...  The band is Stillwater.
				(beat)
			Watch with your mind as they
			materialize.

	Band members gets closer to the microphone, preparing to speak.
	Quince lowers his head, shutting his eyes and getting into the
	music as the song plays out.

	64    INT. HOTEL ROOM -- NIGHT						64

	The phone rings.  Estrella answers.

					ESTRELLA
			William's room.

	INT. ROLLING STONE OFFICE -- NIGHT

	Ben Fong-Torres is calling from Rolling Stone.

					BEN
			Can I please speak to him?  This is
			Ben Fong-Torres at Rolling Stone.

	Estrella panics,  hangs up quickly, as if the phone has just
	caught fire.

					ESTRELLA
			I think I just messed up!

	65    INT. RADIO STATION -- NIGHT -- SAME TIME				65

	Quince raises his head and continues on-the-air.  The same
	song is still ending.

					QUINCE
			Look at the dogs, wearing the funny
			hats.  Juggling just for you.  Freaks
			and family...

	Penny shoots William a look.   Do you believe this guy?

					QUINCE (cont'd)
			It's Quince, with Stillwater.  Here.
			Live.  It's the Night Circus.

	The band scoots closer to the microphone, ready to talk.  Quince
	continues, looking meaningfully at the band.  They are
	waiting... eager for a chance to speak.

					QUINCE (cont'd)
			Every minute a baby is born somewhere..
			Life.  Death.  Hermetically sealed
			bags of human emotion.  Bags of love...
			bags of kindness?
				(suddenly, turns)
			How'd you get together?

	As Jeff eagerly speaks, Quince lowers his head and listens...
	feels... the words of his guests.

					JEFF
			Well... not to get into a "me" thing...
			this is Jeff talking... but I did start
			the band, some time, actually, ago.
			This is back when we were the Jeff
			Bebe band, and I placed an ad in a
			magazine called Peaches looking for a
			guitarist and Russell Hammond answered.

	Quince nods, head bowed, swaying slowly.

					QUINCE
				(with deep understanding)
			Peaches.

	Jeff watches Quince's head lower.  It's hard to know when to
	talk with Quince.  The depth of his mellowness is tough to get
	in rhythm with.

					JEFF
			I think he was a gift from God,
			actually.  Nobody plays like Russell
			Hammond.

					RUSSELL
				(sorta moved)
			Well, shit.  Thank you.

	He instantly realizes he's slipped, on the air.

					RUSSELL (cont'd)
			Ooops.  Better hit the delay button.

	All eyes turn to Quince, whose head stays down, grooving to
	some inner beat.  He says nothing.  The band looks at each
	other.  We become increasingly aware that Quince may now be
	asleep.  Long silence.  William shares an amazed look with
	Penny.  Quince is definitely asleep.  Russell leans forward
	and continues talking quietly, with hilarious sincerity.

					RUSSELL (cont'd)
			Okay - we're talking now, right?  Why
			the fuck do you wait until and interview
			in Arizona to say something nice about
			me.  Why don't you say it to my fucking
			face sometime?  Because I tell you
			every time I think you nailed something.

					JEFF
			Everybody pays you compliments.  It's
			not my fucking job to kiss your fucking
			ass all the time.

					RUSSELL
			Well then who's fucking job is it?
			Because my ass is dying for a kiss.
			And I know yours is too.

					DICK
			It's my fucking job.  You're all
			geniuses.  And let me just add this
			thought - smegma.

	Penny covers her mouth as offers a look of absurdity to William.
	He offers one back, as laughs are stifled throughout the room.
	William shares a look.  Quince is still deeply asleep, as the
	usually quiet tony leans forward to speak.

					TONY
			Feces.

	He cracks himself up, silently.  Quince snaps awake, fully in-
	stride.

					QUINCE
			The dong is called "Love Thing." Your
			mind is Starting to take effect.
			They're all here to see you swallow
			fire.  You scream soundlessly...  on the
			Night Circus.  It's Quince, with
			Stillwater.

	"Love Thing" takes over, as Quince swivels in the chair.

					QUINCE (cont'd)
			I thought that went well.

	66    INT. RENTAL CAR -- NIGHT						 66

	Adrenalized laughter.  The whole band is crammed into a medium-
	sized rental car.  Penny half on William's lap, half on
	Russell's.

					RUSSELL
				(to William)
			See, this is what nobody writes about!
			The in-between times!   This!  Us!
			Right now!!

	67    INT. WILLIAM'S HOTEL ROOM						67

	The phone is ringing.  Estrella emerges from the bathroom with
	no make-up and a t-shirt.  She picks up the phone.  Across the
	room, Sapphire signs for room service.  Now she is far too
	made-up.  The t.v. radio plays Free's "Fire and Water" in the
	b.g.

					ESTRELLA
				(suspiciously)
			Hello?

								 INTERCUT:

	INT. WILLIAM'S HOUSE -- NIGHT

	It's Mom on the phone.

					ELAINE
				(measured, very proper)
			May I speak with William please?

					ESTRELLA
				(cheerfully)
			He's not here.  I think he's in the
			bar with the Band.  They just got back
			from the radio station.  Is this Maryann
			with the pot?

	Silence.

					ESTRELLA (cont'd)
			Hello?

					ELAINE
			No this isn't Maryann with the pot.
			This is Elaine... his Mother.

	Estrella physically recoils.

					ESTRELLA
				(cringing)
			I thought you were English.

					ELAINE
			Could you please give him a message?
			Could you tell him to call home
			immediately?  And could you also tell
			him -
				(at full power)
			I know what's going on.

					ESTRELLA
			Alright.  Okay.  But I'm just going to
			say this, and I'm going to stand by
			it.
				(can't help herself)
			You should be really proud of him.
			'Cause I know guys... and I'll bet you
			do too.  And he respects women, and he
			likes women, and let's just pause and
			appreciate a man like that.   You
			created him out of thin air, and you
			raised him right, and we're all looking
			out for him.  And that's more than
			I've ever said to my own parents, so
			there you go.
				(silence)
			This is the maid speaking, by the way.

	68    INT. HOTEL LOBBY -- NIGHT						68

	Russell and William sit in two large red-leatherette seats in
	the hotel lobby.  William shuffles through many pages of
	questions written in small script.  His tape recorder microphone
	sits balanced on the chair.

					WILLIAM
				(very professional)
			Now that you're starting to be
			successful, you had twenty-six years
			to write your first Album... and you'll
			have maybe four months for the second.
			Do you worry that the pressure of the
			business will get in the way of the
			original joy of making your music?  Or
			-

	Russell blinks.  The all-consuming issues of his life are right
	in front of him.

					RUSSELL
			Whoa!
				(laughing)
			I need three more beers and my guitar
			before I can answer that question.
			Let's take a walk.

	69    EXT. HOTEL POOL AREA - NIGHT					69

	Russell walks the outskirts of the pool area with William.
	William follows him through the sliding glass door to his room,
	facing the pool.  Russell grabs his guitar.  They stand for a
	moment, unheard by the others, and regard the living portrait
	twenty yards in front of them.  The off-limits after-hours
	pool area has been overtaken by the Stillwater tour members.
	Jeff Bebe sits in a chair nearby.  Dick laughs at a joke.
	Always the life of the party, Penny Lane dispenses stolen towels
	from a maid cart.  And she is the first to slip into the pool
	for some after-hours, against-the-rules swimming.  Effortlessly,
	she turns a collection of people into a party.  They regard
	her, well out of earshot of the others.

					RUSSELL
			For a minute I thought you were actually
			a real journalist... which is... you
			know, it's great.
				(beat)
			Shut that thing off, and I'll tell you
			the truth.

	William shuts his tape recorder off.

					WILLIAM
			It's off.

					RUSSELL
			Look.  I trust you.  I'm going to lay
			this right on you.  Just make us look
			cool.

					WILLIAM
			I will quote you warmly and accurately.

					RUSSELL
			That's what I'm worried about.  See -
			some of us have girlfriends back home.
			Some of us have wives.  And... some of
			the people you meet on the road are
			really amazing people...

	They both watch Penny Lane, sparkling, fresh from the pool.
	She places hotel furniture into the shallow end and inviting
	all, even other curious hotel guests, to join them in the pool.

					RUSSELL (cont'd)
			Like you.  And some of the things that
			happen are good for just a few people
			to know about - as opposed to, say, a
			million people.

	Dawn is breaking for William.

					WILLIAM
			Ohhhh.  Oh.  Yeah.

					RUSSELL
			You know what I mean?

					WILLIAM
			Right.  Yeah.

					RUSSELL
			See, you're dangerous.  Most people
			are just waiting to talk, but you
			listen.

					WILLIAM
			Right.  Right.

					RUSSELL
			So your question you asked me.  I think
			about It every fucking night.  The
			"business."  I hate it!
				(quietly)
			I grew up with these guys, okay?  I
			can't play all that I can play, I'm
			past these musicians, do you understand?

					WILLIAM
			I do.

					RUSSELL
			The more popular we get, the more I
			can't walk on them, the bigger their
			houses get, the more pressure... you
			forget, man.  You forget what it was
			like to be real, to be a fan.  You can
			hear it in a lot of bands who've been
			successful - it doesn't sound like
			music anymore.  It sounds like...
			like lifestyle maintenance.
				(suddenly confessional)
			I used to be able to hear the sounds
			of the world.  Everything, to me, used
			to sound like music.  Everything.  Now
			I don't hear it.   You know what I'm
			trying to say?

					WILLIAM
				(ruefully)
			Yeah.

					RUSSELL
			Man, it feels good to say this stuff
			out loud.  But what am I doing?  I'm
			telling secrets to the one guy you
			don't tell secrets to.

					WILLIAM
				(feeling included)
			No, that's okay.  We'll do the interview
			tomorrow.

					RUSSELL
			This is good.  So there's the "friend"
			and then there's the "interview guy."

					WILLIAM
			Yeah.

					RUSSELL
			So tonight it's "friend".... and when
			we wake up tomorrow - "interview guy."
			We'll figure it out as we go, buddy.

					WILLIAM
			Hey - for whatever it's worth - you
			guys are really good.

	Russell laughs at the kid's easy naivete.  He hands his guitar
	to the kid, and joins the party.  William watches, part of the
	crowd... somehow feeling a little compromised.  He doesn't
	care.  Penny gestures for him to join them.

	70    EXT. SUN STADIUM - AFTERNOON					70

	William interviews Larry in the seats of the empty arena.  On
	stage, Ed soundchecks his drums.

					WILLIAM
			How would you describe your role in
			Stillwater?  What is the chemical that
			you add to the chemistry?

					LARRY
			I'm the bass-player.

					WILLIAM
				(pressing for some poetry)
			Right.  And when you take that away...
			what would be missing?  Stylistically?
			What chemical?

					LARRY
				(not getting it)
			The bass?

	Larry doesn't give him much.

	71    EXT. SUN STADIUM - NIGHT						 71

	It's raining.  The pre-show huddle breaks up, William a part
	of them.  Penny Lane adjusts Larry's look.  She takes the scarf
	from around his neck and ties it around his leg.  He looks
	instantly better.  William watches in the darkness as Dick
	takes the microphone.  The best part of his day has arrived.
	In his important voice:

					DICK
			Good evening Phoenix.
				(applause)
			From Troy, Michigan.  Please welcome,
			Stillwater.

	Lights come up, as the band launches into "Fever Dog."   Jeff
	begins singing.  Russell reaches to adjust the microphone for
	a back-up vocal and is hit with something unexpected.

	A sharp electrical shock.

	It's just a slight pop in the loud din of music, but within a
	moment something is clearly wrong.  Russell holds onto the
	microphone stand with a surprised look, conducting high-voltage
	for two seconds and then he snaps his hand off the metal.  His
	face is white, he takes off his guitar and walks off-stage,
	collapsing a couple steps later.

	72    EXT. BACKSTAGE -- NIGHT						72

	Dick is waving wildly for the band to board the bus, which has
	been pulled up into the backstage area.   He guides a sagging
	Russell, assisted by Penny Lane, into the bus.

					DICK
			Get in, get in!!

	William boards the bus, as the extremely agitated PROMOTER
	arrives to confront Dick.

					PROMOTER
			Are you the manager of this band?

					DICK
			That, and more.  Get in!

					PROMOTER
			You didn't even play a full set!

	Dick whirls and unleashes an anger we've not yet seen, gesturing
	with the silver briefcase that does not leave his hand.

					DICK
			Your shoddy stage set-up almost killed
			our guitarist!

					PROMOTER
			You trashed the dressing room - you
			didn't play your thirty-five minutes.
			You didn't fulfill your contract -

					DICK
			Everybody in!  Get in the bus!

					PROMOTER
			I'll report you to every promoter in
			the country!  I'm gonna talk to Frank
			Barcelona!

					DICK
			YOU DON'T FUCK WITH MY BAND'S SAFETY!

					PROMOTER
			I hope you have a good lawyer.

					DICK
			I AM A LAWYER!

	He swings into the bus, as the bus revs.

					PROMOTER
			LOCK THE GATE ON 'EM!

	73    INT. BUS -- NIGHT							73

	Russell sits, pale, next to Penny at the front of the bus.  He
	examines his singed hand, shaking it a little to emphasize the
	positivity of her words.

					PENNY
			Don't worry.  It's happened to all the
			greats.  Thank God you didn't hold the
			mike stand with both hands, you'd still
			be holding it.  This is a good thing.
			It's a good, good, good thing.

	William sits nearby, watching Russell, making notes out of eye-
	sight of others.  The ever-wary Jeff, unseen by William, cranes
	to see that he's writing in his notebook.

	Dick swings into the seat across from Russell.  The bus door
	shuts, as the promoter is still yelling.

	Doris is slow to gain speed, as Estrella appears, running
	alongside.  She knocks on the window next to William.

					ESTRELLA
			I forgot to tell you!  Your mom says
			to call home immediately.  She says
			she knows what's going on!
				(receding)
			See you guys in Topeka!  I'll catch a
			ride with Sabbath!

	William nods with embarrassment, waves to her, as the bus races
	toward the now closing gate.

					DICK
				(casually, to Russell)
			Wanna buy a gate?

	Before Russell can answer - BASH.  Doris barrels through the
	steel-gate, snapping it like a chopstick to great cheers inside
	this bus.

					DICK (cont'd)
			You just bought a gate.
				(to the bus)
			C'mon Doris!!  Get us out of town!!

	The bus struggles up a slight incline, everybody rooting for
	Doris, as she eases out of the parking lot and onto a
	thoroughfare.

					WILLIAM
			What did it feel like to be
			electrocuted?

					RUSSELL
			It burns.  It feels like a dose of
			lead shooting through your body... and
			then you see God, and he says, "How
			bad do you want to be legendary?" And
			god damnit.  I let go.
				(shaky grin as all laugh
			warmly)
			Rock and roll.

	Jeff watches this charisma with thinly veiled envy.  The kid
	scribbles in his notebook.  We hear Led Zeppelin's "That's the
	Way."

	74    INT. BUS - EARLY MORNING						74

	Song continues.  Almost everybody is asleep.  William takes
	the camera and snaps a Polaroid of a sleeping Penny.  She wakes
	up.

					PENNY
			Give that to me.

	She grabs for it, they have a brief play-fight.  He grabs some
	other Polaroids from her pocket.  He hustles to the back of
	the bus, pockets the photo, and settles down to watch the
	passing landscapes.  She chases him down the aisle.  Music
	continues as she sits down next to him.  Out the window, a
	long-distance running team of Girls keeps pace with the bus
	for a bit.  They wave.  Penny watches them over sunglasses,
	waves briefly to the real world.

					PENNY (cont'd)
				(breathing heavy, owning
			the world)
			When we go to Morocco, I think we should
			wear completely different clothes, and
			be completely different people.

					WILLIAM
			What will our names be?

	She snaps a Polaroid of a nearby sleeping Silent Ed, pockets
	the Polaroid.  She regards Russell up ahead, also sleeping.
	Her attention has already wandered from Morocco.

					PENNY
			What do you think of Russell?

					WILLIAM
			I like him.

					PENNY
			You're coming to Cleveland, right?

					WILLIAM
			Cleveland, Ohio?  Oh no no no.  I gotta
			get my interview with Russell before
			Greenville.  And you've got to help
			me.  Okay?  Friends... remember?

	Penny is still watching Russell.

					PENNY
			You should give him a break.  There
			are real problems in the band.   Off
			the record.

	Gravely noting the word "problems", the kid joins Penny in
	watching Russell, who is splayed haphazardly, sleeping
	restlessly up ahead.

					WILLIAM
			What problems?

					PENNY
			Okay.  I got it.  I think your name
			should be Spencer, and mine will be
			Jane.

					WILLIAM
			I can't keep up with you.

					PENNY
			No one can.

					WILLIAM
			What's your real name?

	She looks at him briefly.  She puts her arm around him.  It's
	intoxicating, but he doesn't quite know how to act.  With her
	free hand, she gestures with a hanger.  As they regard Russell
	sleeping nearby:

					PENNY
			Here's the thing about Russell.  He's
			my last project.  I only do this for a
			very few people.  And I think we should
			do it together - he is almost great.
			We've got to take him there.  You and
			me - we can do it.  Deal?  Because the
			other guys are good - but he could be
			great.  He's my last project.

	He looks at her.  She imitates his face back to him.

					PENNY (cont'd)
			It's all happening.

	75    INT. TOPEKA ARENA BACKSTAGE -- NIGHT				75

	William sits interviewing Silent Ed by some equipment cases.

					WILLIAM
			What do you love about music?

	Ed looks at him thoughtfully.  It is an eloquent moment.  He
	thinks.  He shrugs.  The kid tumbles with more questions.
	These interviews are not going well.

	76    INT. BATHROOM - NIGHT						76

	William, looking concerned over the state of his interviews,
	walks into the backstage bathroom.  He makes a few surreptitious
	notes in his notebook before noticing that Jeff is standing
	there, clearly just finishing a quick hit of cocaine offered
	by a Local Hanger-On.  Seeing the kid, he immediately hides
	the coke spoon.

					JEFF
			Hey.

					WILLIAM
			Hey.

	William pretends he sees nothing as he turns to the urinal,
	and shot stays on Jeff, who looks a little high and a little
	worried.

	77    INT. BACKSTAGE PAY PHONE - NIGHT					77

	William is on the pay phone with his Mother.  The show booms
	in the background.

					WILLIAM
			I know.  I know.  I know.
				(beat)
			I know.  Mom.  Mom... Mom.

	78    INT. STAGE - NIGHT						78

	Stillwater on-stage.  A great show.  Russell on fire.

	79    INT. BACKSTAGE PAY PHONE - NIGHT					79

	William on the phone.  Estrella leans on him, fixing her shoe.

					WILLIAM
			Right now -- Topeka.  Then Greenville.
			Then home.

	He winces slightly, holds the phone away from his ear for a
	moment.

					WILLIAM (cont'd)
			I'm sorry I didn't call yesterday!
			It's not like you can just carry a
			phone around with you.

	80    INT. ELAINE'S SCHOOL OFFICE -- AFTERNOON				80

	Mom sits in her school office, a miniature version of her home
	- a fortress in which she is surrounded by books.  The sun is
	going down.  She can't resist a sentimental moment.

					ELAINE
			I guess I just miss you, and I don't
			understand why I've driven both my
			kids so far away from me.  By all
			practical rules don't I get you for
			three more years?

	He is touched by her vulnerability, more visible now than ever,
	as music continues in b.g.

					ELAINE (cont'd)
			Was I not fun?

	81    INT. BACKSTAGE PAY PHONE -- NIGHT					81

	William has his finger in his ear.  The din if Stillwater's
	set now blots out all other noise.  It is not the time to answer
	this question.

					WILLIAM
			I missed the last thing you said.

	Mom takes a pause.

					ELAINE
			I LOVE YOU.

	Penny now enters, watching.

					WILLIAM
			WHAT?

					ELAINE
				(angry, louder)
			I MISS YOU AND I LOVE YOU!

	William now notices Penny standing nearby, picking at a salad
	from a paper dish.  Looking at her, he lets loose with what he
	believes is a private confession.

					WILLIAM
			I LOVE YOU!!

	Penny smiles knowingly, collecting his affection like another
	backstage pass, and turns away.  Camera stays on William.  He
	is suddenly and deeply embarrassed.  He's just told her that
	he loves her and she knows it.  He hangs up, traumatized.

	82    INT. TOPEKA DRESSING ROOM -- NIGHT				82

	Russell's hair is slicked with sweat from a show just finished.
	He is shirtless with a towel around his shoulders.   Luggage
	for the next city is stacked by the door.

					RUSSELL
			Fire away.  I'm ready.  I'm on the
			"You" Train.  Take me there.

	The kid plugs in his microphone.  Russell listens as he springs
	his first question.

					WILLIAM
			Do you have to be depressed to write a
			sad song?  Do you have to be in love
			to write a love song?  Is a song better
			if it really happened to you?  Like,
			"If You Say Nothing"... where did you
			write that and how did it come about?

	Russell admires the many questions.  Says nothing.  He looks
	at his hand, thinks.

					RUSSELL
			When did you get so professional?

	In the background, Penny Lane irons Silent Ed's shirt.
	Grinning, she cuffs his shoulder.  To the shirtless silent
	drummer, waiting for his shirt.

					PENNY
			I'm almost done with my shirt.

	Ed watches her appreciatively, drumming silently on a rubber
	pad.  Penny kisses Russell, who swings her onto his lap.  In
	the corner, Jeff watches them all with a vague feeling of being
	underappreciated.  And now Dick enters with a large cardboard
	box.

					DICK
			Russell, your dad showed up again.
			And on a lighter note.
				(importantly)
			Gentlemen.  Your first t-shirts have
			arrived.

	There is an immediate buzz in the room, as Dick yanks open the
	box filled with new white t-shirts.  He untangles the first fresh
	shirt, and displays it proudly.  A silent beat as all examine it -
	their first t-shirt.  Faces fall.  Ed stops drumming.  There has
	been a mistake.  It is a fuzzy band photo with the group name
	emblazoned below.  Only Russell, who stand out front, is colored-
	in and emphasized on the shirt.  He turns away, making a noise.
	Jeff stares at the t-shirt.  He's just about in tears.  There is
	a long silence and then... Ed resumes drumming on the rubber pad.

					DICK (cont'd)
			It's the record company's mistake.
			And they will pay.  Shirts gone, band
			happy.

	He drops the offending shirt into the trash, as if it were
	contaminated, and exits with the box.  William watches as the
	two men, Russell and Jeff, move to opposite sides of the room.
	Russell puts on a shirt, so does Jeff.  The vibe is thick.
	Russel turns to see Jeff staring at him.

					RUSSELL
			Can we just skip the vibe and go
			straight to us laughing about this?

					JEFF
				(bitterly)
			Yeah.  Okay.

					RUSSELL
				(trying for a joke)
			Because I can see by your face - you
			want to get into this -

					JEFF
			How can you tell?  I'm just one of the
			out-of-focus guys.

					RUSSELL
			Here we go.

	William watches as Russell fishes the t-shirt out of the trash.

					RUSSELL (cont'd)
			Here.  Take it.  You LOVE this shirt -
			it lets you say everything you want to
			say.

					JEFF
			Well, it speaks pretty loudly to me.

					RUSSELL
			It's a t-shirt.

	Russell turns away.

					JEFF
			I'm always gonna tell you the truth.

					RUSSELL
			Are you doing coke again?

					JEFF
			Oh yeah.  All the time.

	The kid looks down.

					JEFF (cont'd)
			This is big stuff, man.  From the very
			beginning -- we said -- I'm the front
			man and you're the guitarist with
			mystique.  That's the dynamic we agreed
			on -- Page, Plant... Mick, Keith.  But
			somehow it's all turning around.  We
			have got to control what's happening
			to us.  There's a responsibility here -

					RUSSELL
			Excuse me, but didn't we all get into
			this to avoid responsibility?

					JEFF
			Forgive me.
				(continuing, on shirt)
			But this is the slow-moving train of
			compromise that will kill us.

	Russell makes a disgusted noise.  Penny Lane exits discreetly,
	looking back at William.

					JEFF (cont'd)
			I can't say anymore with a writer here.

					RUSSELL
			You can trust him,  you can say whatever
			you want.

					JEFF
				(eyes suddenly moist)
			I works as hard or harder than anybody
			on that stage.  You know what I do - I
			connect.  I get people off.  I look
			for the guy who isn't getting off, and
			I make him get off.
				(beat)
			Actually, that you can print.
				(continues to Russell)
			And yet, why do I always end up feeling
			like I'm a joke to you?  I feel nothing
			but love for you.  We're a family.

	He looks at the t-shirt and starts to cry.  Embarrassed, he
	grows angrier.

					JEFF (cont'd)
			You want to pretend this isn't going
			to be a very big band.  Well it is.  You
			call yourself a leader of this band, but
			your direction allowed the t-shirt, when
			you allowed Dick to manage us, 'cause
			he's your friend... don't you see?  The
			t-shirt is everything.  It's everything.

					RUSSELL
			Is it my turn?  Because I think we
			should, for once, say what we really
			mean.

					JEFF
			Oh, this is the part where you quit -

					RUSSELL
				(stiffening)
			Right.  I'm so predictable.

					JEFF
			No  I gotta tell the truth -- I want
			you to like me.  But sometimes I feel
			like you collect people who love you
			and then very skillfully... you make
			them feel bad that they're not good
			enough for you.

					RUSSELL
			Stick to singing, brother, 'cause you
			ain't gonna make it as a shrink.

					JEFF
			Deal with it!  And let me just say
			what nobody Else wants to say to you -

					RUSSELL
			What?

					JEFF
			Your looks have become a problem.

	82A   EXT. BACKSTAGE - NIGHT						 82A

	Russell walks swiftly past a happy silver-haired man, who holds
	court with beer in hand.  He dresses too young for his age,
	late fifties.  He is DAD.

					DAD
			Son!

					RUSSELL
				(dutifully)
			Hello Harry.

	Dad introduces a woman much younger, who eyes Russell hungrily.

					DAD
			He got all the good genes, huh?  Meet
			Deirdre.  We're getting married in
			July.

	83    EXT. ARENA -- NIGHT						83

	Russell walks fast outside the arena.  William hustles to catch
	up.  The two men walk in long silent strides in the cold night
	air, beyond the backstage area.  Fans begin to recognize and
	follow at a discreet distance.

					WILLIAM
			You okay?  You alright?

	Russell doesn't answer.

					RUSSELL
				(resolute, wound up)
			From here on out, I'm only interested
			in what's real.

	The kid nods.  They walk.

					RUSSELL (cont'd)
			Real feelings.  Real people.  That's
			all I'm interested in...  From here on
			out.  What is REAL?   You're real.

					WILLIAM
			Thanks.

	A wave of warmth comes over Russell.

					RUSSELL
			You know, you know all about us and I
			don't know shit about you.
				(struggling to be personal)
			What's your... your family like?  Tell
			me.

					WILLIAM
			Well, my dad died of a heart attack
			and my sister believes that my Mom is
			so intense that she might have
			contributed to it.  Plus -

					RUSSELL
				(immediately)
			Okay, that's good.  That's enough.

					WILLIAM
			It's good to talk about it.  Really
			good.

	Russel now sees some hero worship in the kid's face, and it
	makes him nervous.

					WILLIAM (cont'd)
			Hey, man, maybe we should go back.

					RUSSELL
			If they want me, they can find me.

	William turns and sees nobody following but fans.

					WILLIAM
			So listen.  I have to go home tomorrow.
			I know this is a bad time to finish
			our interview.

					RUSSELL
			Hey, man, you know what?  Write whatever
			you want.  I trust you.

	A big square Chevy van slows down.  A CONCERT-GOER hands his
	head out the window.

					CONCERT-GOER
				(battle-cry)
			Woooooooooo!!!  You're Russel from
			Stillwater!!

					RUSSELL
			On my better days, yes.  I am "Woooooo,
			Russell from Stillwater!"

					CONCERT-GOER
			Wanna go to a party at my friend Aaron's
			house?!  I know you're a big rock star,
			but do you want to hang with some people
			looking to have a good time?

	Russel regards the van full of kids.  More fans crowding
	around.  The kid behind the wheel unknowingly says the magic
	words.

					CONCERT-GOER (cont'd)
			We're just real Topeka people, man.

	He has said the magic word.

	A84   EXT. AARON'S PARTY - NIGHT					A84

	Russell arrives at the party in the rural outskirts of Topeka.
	William nearby.

	84    INT. AARON'S HOUSE -- NIGHT					84

	William watches as Russell slugs from a Jack Daniels bottle.
	They sit in the bedroom of a mindblown fan, 17 year-old AARON.
	He has long frizzy brown hair, tied in a spray behind him.
	Many from the neighborhood are now pouring into the home.

					RUSSELL
				(eyes glowing)
			You.  Aaron.  Are what it's all about.
			You are real.  Your room is real.
			Your friends are real.  You are more
			important than... than... all the silly
			machinery.  And you know it!  In eleven
			years it's gonna be 1984, man.  Think
			about that!

					AARON
			Wanna see me feed a mouse to my snake?

					RUSSELL
			Yes.

					KID # 1
			Can I have your belt?

					RUSSELL
			Take it!

	Russel whips off his belt, gives it to the fan.  A joint goes
	by, headed for Russell.  William intercepts it and passes it
	on.

					RUSSELL (cont'd)
			Aaron?  Where's your bathroom?  I want
			to live here. I want to eat your food,
			and live in your city and fuckin rock
			like I used to.  I want to learn
			everything there is to know about your
			city and your town.  And your way of
			being real.
				(stunning realization)
			I used to be you.

					AARON
			Down the hall by the washing machine.

					RUSSELL
			What?

					AARON
			The bathroom.

					RUSSELL
			Okay.  Good to know.

	Russell rises and squeezes past fans and heads down the hall.

	85    INT. AARON'S HALLWAY - NIGHT					85

	William follows Russell protectively.

					PASSING FAN # 1
			WOOOOOOO!!

	A QUIET GIRL, 14, turns and watches Russell pass.  We linger
	on her face for just a moment, full of wonder.

					WILLIAM
			We should probably head back sometime.

	Russell ignores him.

					PASSING FAN # 2
				(holding red cup)
			Watch out, there's acid in the beer
			that's in the Red cups.

	Russell looks at the cup in his own hand.  It's white.  Then,
	with his other hand, he grabs the red cup and drains it.
	William winces.  They move on.

					RUSSELL
			Topeka.  Check it out.

	Russell enters the bathroom.  William stands guard.  With a
	finger outstretched from each hand, he lectures the fans massing
	in the hallway.

					WILLIAM
			Please don't give him any more acid.

	86    INT. LIVING ROOM -- NIGHT -- TWENTY MINUTES LATER			86

	William watches as a wobbly Russell Hammond, in sunglasses
	now, goes through Aaron's record collection.  He places the
	albums over his face, like masks.

					RUSSELL
			Faces.  Stones.  Sa-weet Baby James!!
			None of these people are gonna be around
			in twenty years!  Plastic begets
			plastic!!   Black plastic.

	Partygoers are strangely fascinated by the rock star in their
	living room.

								 INTERCUT:

	87    INT. BACK BEDROOM -- NIGHT					87

	William waits anxiously to use the phone, keeping an eye on
	Russell.  Russell is now strangely twisting/dancing with four
	girls in the living room, as more cars arrive outside.

					KID ON PHONE
			He's here right now!  Go ahead and put
			it Out over the radio, tell people to
			bring food And beer and chicks.  We're
			at Rural Route # 4 -

					WILLIAM
			No no.  Nope.  No.

	William takes the phone and hangs up.  Keeping an eye on Russell
	in the next room, he dials from a tour itinerary sheet.

					WILLIAM (cont'd)
			Dick Roswell, please?
				(beat)
			Dick!!  I got him!!  He's okay... I've
			been Looking after him.  He's on acid,
			though.  I can't Really tell.  How do
			you know when it's "kicked in?"

	88    EXT. AARON'S BACKYARD - NIGHT					88

	Russel stands on the jutting corner of the house rooftop.
	The unlit, unheated greenish family pool beckons to him below.
	It's kicked in.

					RUSSELL
				(bellowing to the heavens)
			I AM A GOLDEN GOD!!

	Russell cackles at the joke of it all.  William yells up from
	down below.

					WILLIAM
			Hey Russell -

					RUSSELL
			I AM A GOLDEN GOD!!

					WILLIAM
			Don't jump, okay?

					RUSSELL
			And you can tell Rolling Stone Magazine
			my last words were -

	He spreads his arms, and tries to think of last words.

					RUSSELL (cont'd)
			-- I'm on drugs!!

	The kids cheer.  William looks around, remains cool.  Yells
	upward in the cold night air.

					WILLIAM
			I think we should work on those last
			words.

					RUSSELL
			Critic!!

					WILLIAM
			No, I'm not -

					RUSSELL
			Okay I got it.  I got it.  I got it.
			I got it.   This is better.  Last words
			-
				(spreads his arms, his
			greatest realization)
			I DIG MUSIC!!

	It gets a skimpy reaction from the partygoers.

					RUSSELL (cont'd)
				(immediately)
			I'm on drugs!!

	They applaud again.

					WILLIAM
			Just come on down!!

					RUSSELL
				(matter-of-fact)
			Okay.

	He jumps from the roof into the cold, algaed water below.  He
	sinks immediately.  One kid jumps in, then another, then more.

	Everybody wants to save Russell.

	89    EXT. AARON'S NEIGHBORHOOD -- EARLY MORNING			89

	It's getting lighter.  Cars line the street.  And now, finally
	turning the corner, is Doris the Bus.

	90    INT. KITCHEN -- MORNING						90

	William watches the effects of personal charisma.  Wet
	partygoers surround Russell, bottle of Jack Daniels still in
	hand,  wrapped in towels.  Now a bond has passes between them,
	all of them.  Algae drips from the corner of Russell's face
	and neck.

					RUSSELL
			Thanks for saving my life.  I won't
			hold it against you.

	Twenty different kids thank him for the opportunity.  ("Glad
	to do it," "Right on," "Damn straight.")

	91    INT. LIVING ROOM/KITCHEN -- MORNING				91

	Door opens.  Dick enters.  Finding the guitarist in the kitchen,
	he clicks into time-tested road-managerial maintenance.  Easing
	Russell out of his towel, slipping his own jacket around him,
	from Russell's hands.

					DICK
				(privately)
			They've been crying for you like a
			bunch of whimpering pussies --

					RUSSELL
				(woozy)
			The band is over.  This is my family
			now.

					OTHERS
			Right on.  He's staying with us.

					DICK
				(soothing)
			Definitely.  It's all over.  We'll
			just ride on to Greenville, listen to
			some great music, finish the tour, and
			leave those ungrateful fools behind.
			And then we'll come back here, where
			you'll live.

					RUSSELL
			I know what you're doing... and I like
			it.
				(noticing William)
			Look at him.  He's taking notes with
			his eyes.
				(beat, to Dick)
			How do we know he's not a cop?

	William laughs painfully, as Russell moves in, eyes flaring
	with sudden paranoia.

					RUSSELL (cont'd)
			He could be selling information!

					DICK
				(to Russell)
			Easy.  He's your Guardian Angel.

	Russell turns away.  William shrugs with style, but his
	lingering look is filled with hurt.  Dick guides Russell to
	the door, grabbing the kid and talking very directly to him as
	they move.

					DICK (cont'd)
			Don't worry.  He only means half of
			what he says.

					WILLIAM
			Which half?

					DICK
			Good question.

					WILLIAM
				(very direct)
			I have a lot more.  Just help me get
			my interview so I can go home from
			Greenville.  I have to go home.
				(pulls him back)
			I have to go home.

					DICK
			Hey.  You saved the tour.   That's
			good enough for now.

	Frustrated but feeling important, William hands him some of
	Russell's wet clothes. William deftly retrieves Russell's shoes
	and smoothly plucks the guitarist's sunglasses from the
	partygoer who also wears his belt.  They move to the door in a
	pack.  We hear the beginning of Elton John's "Tiny Dancer."
	Dick faces the crowd and addresses them in his "important"
	stage voice.

					DICK (cont'd)
			Ladies and Gentlemen, the evening is
			over!  We hope you've enjoyed
			yourselves, and we'll See you again in
			1974!!  Good evening!!

	William gives Russell his sunglasses to face the sunlight.
	Russell stumbles out of the house to great cheers.  The Quiet
	Girl breaks free to catch Russell on the way out.

					QUIET GIRL
			I'll never forget you.

	Dick pats William's arm one more time -- good work.  They leave
	Aaron's house as legends.

	92    INT. TOUR BUS -- MORNING - 5 AM					92

	"Tiny Dancer" continues on the bus stereo.  Russell sits up
	front, swathed in a large robe, alone and silent.   The others
	have given him a wide berth.  He feels silly, and they know
	it, and he hates that they know it, which makes him feel
	foolish.  He sits silently.  William watches him from four
	rows back, next to Penny.  She kisses the top of his forehead,
	a hero's welcome. He yawns. The song's vocal begins.  There is
	only more silence.  Then, after a beat, we hear a voice or
	two, fighting the quiet and singing along.  Then others...
	waking up... joining in.  Then Jeff.  Russell hears them and
	starts to sing along too, louder now, without turning around.
	It's a voice everyone wants to hear.  Like it or not, this is
	his family.

									FADE OUT

	FADE IN:

	93    EXT. HIGHWAY -- DAY						93

	Passing signs announce Greenville, North Carolina.

	94    INT. LESTER BANGS BEDROOM - DAY					94

	Lester on the phone.  He is paler than ever, in a room clogged
	with vinyl, happily listening to the MC5 in the background.

					LESTER
			How's it going?

								 INTERCUT:

	95    INT. WILLIAM'S HOTEL ROOM - DAY					95

	It's a small wooden-walled hotel room in Greenville.  Polexia
	tries on clothes.  William barely notices as he talks to Lester
	on the phone.

					WILLIAM
			Rolling Stone is calling me.  I don't
			have my key interview.  I don't know
			what to say.

					LESTER BANGS
				(pacing, assembling thoughts
			with his hands)
			You're flipping out.  That's good.
			Alright.  This is how you blow their
			minds.  He'll ask you - this is Ben
			Fong-Torres, right? - he'll ask you
			how the story's going.  Here's what
			you do - let's fry his mind.  Tell him
			"it's a think piece about a mid-level
			band struggling with their own
			limitations in the harsh face of
			stardom."  Ha ha!!  This is fun!

	William scrambles to make notes.

					WILLIAM
				(madly copying)
			... think... piece...

	CLOSE ON WRITING

	Longhand small script on yellow legal tablets.

	96    INT. HOTEL BATHROOM -- NIGHT					96

	William sits in the tub, without water.  It's his makeshift
	office, he's surrounded with scraps of notepaper.  He writes
	savagely, and now, savagely throws it away.

	97    INT. HOTEL BEDROOM -- NIGHT					97

	In the bedroom, Sapphire, Polexia and Penny watch The Midnight
	Special.  Sapphire looks at a room service menu.

					SAPPHIRE
			It says the food is hearty and
			adventurous.

					POLEXIA
				(yawns)
			Greenville.  I'm bored.

	Penny yawns too, it's catchy, and rises to visit the bathroom.

					POLEXIA (cont'd)
			Hey let's deflower the kid.

	Now Sapphire yawns, looks in her purse.

					SAPPHIRE
			Who his the quaaludes from me?

	98    INT. HOTEL BATHROOM -- NIGHT					98

	Penny enters to see William writing in the tub.  She sits on
	the toilet to pee.  Flustered:

					WILLIAM
			Wait.  I'll leave.

	He gets up, knocking his carefully organized notes onto the
	floor.  He is brimming with things to say.  More than he is
	even able to communicate.

					WILLIAM (cont'd)
			You know, I think this is going
			backwards for me.

					PENNY
			Backwards?

					WILLIAM
				(flustered)
			I don't know.  I just thought we could
			hang out, maybe do some stuff back
			home, regular stuff, get to know each
			other better... and then I'd see you
			pee.  I mean, that's the way I usually
			do it.

					PENNY
			You're one of us.  It's no big deal.

					WILLIAM
			I'm not one of you.

					PENNY
			Oh!  If you go to Cleveland, Bowie's
			going to be there at Swingo's, the
			greatest hotel in America.  I'll
			introduce you to him, and his security
			guy Dennis.

	William stops at the door.

					WILLIAM
			Don't you have any regular friends?

					PENNY
			Famous people are just more interesting.

	He looks at her.  Even sitting on the can, she's elegant and
	totally focused on him.

					WILLIAM
				(carefully)
			Well, I would be worried that they
			were using me.  And not that anybody's
			using you, but -

	She swoons a little, touched and moved.

					PENNY
			Boy, if this was the real world and
			some guy talked to me like that -

					WILLIAM
			Let me finish.
				(continuing)
			I'm not famous.... but you could always
			use me.   If anything happens.  And I
			would never use you.  Even if I got
			famous.  So you know, you always have
			that from me... in the real world.  If
			you ever have to go back there, for
			anything.

	She looks at him curiously, as the door blasts open.  Sapphire
	and Polexia head for William.

					SAPPHIRE
			Your time has come.

					WILLIAM
			Did he call?
				(realizes their intention)
			What are you -- stop it -- we're talking
			here.

					SAPPHIRE
			Pants him.  Opie must die.

	They swarm him, dragging him kicking into the bedroom.

	99    INT. HOTEL BEDROOM -- NIGHT					99

	Steely Dan, looking pale and somehow snappy, perform "Do It
	Again" on The Midnight Special.  The girls force William onto
	the bed, and envelope him.  Their sexuality is fun, untroubled.
	Shot moves past bodies crossing frame, onto William's face.

	ANGLE ON PENNY

	Across room, sitting and watching.

					SAPPHIRE
			Just relax.  Take a vacation from
			yourself.  Leave this to professionals.

	Estrella and Polexia kiss each other playfully.  William looks
	confused.  Across the room, Penny laughs, turns up the TV,
	blows him a kiss.

	Penny's eyes.  Across the room.

	His eyes.

	His sexual awakening may be downtime amusement for them, but
	to him it's an embarrassingly  intense moment he shares only
	with Penny Lane -- across the room.  She turns away, smiling,
	disappears into the next room.

	ON STEELY DAN

	On the television.

								 DISSOLVE TO:

	99A  INT. BEDROOM - NIGHT - TWENTY MINUTES LATER - HANDHELD		99A

	Post-sex pajama party.  Sapphire, Estrella, and Polexia girltalk
	about their first rock and roll conquests.  Penny is conspicuous
	by her absence.  William is under the sheets, listening, feeling
	different, now a man and somehow one of the girls too.

								 DISSOLVE TO:

	100   INT. BEDROOOM -- NEXT MORNING					100

	William is awake.  Sunlight floods in from the corners of the
	window-shades.  He is surrounded by the fallen cavalry of the
	night before... Sapphire and Polexia.  The phone rings, and
	Sapphire instantly snaps it up, still asleep.  Lost in her
	dreams, she offers the sexiest hello ever.

					SAPPHIRE
				(half-English accent)
			Hello.  Hi, Ben-Fong-Torres from Rolling
			Stone.

	William snatches the phone.

					WILLIAM
				(lowers voice)
			Hello.

	101   INT. BEN FONG-TORRES' KITCHEN -- SATURDAY MORNING			101

	Ben Fong-Torres is up bright and early.

					BEN
			Hello William, this is your editor at --

	He offers the name of the magazine with a swirl that implies
	high-level importance.

					BEN (cont'd)
			Rolling Stone.  How's the story?

	INT. GREENVILLE HOTEL ROOM -- CONTINUOUS

	William snaps into his very professional tone of equally grave
	importance.

					WILLIAM
			I'm getting good stuff out here.

					BEN
			Sounds like it.

	Next to him, Polexia yawns herself awake.

					POLEXIA
			Man, I need some -

	He clamps a hand over her mouth.

					BEN
				(jocular but tough)
			Now listen.  Get it together.  We're
			both professionals, I don't have to
			tell you this.  You're not out there
			to join the party -- we already have
			one Hunter Thompson.  You're out there
			to interview and Report.  You got me?
			This isn't Creem Magazine, it's Rolling
			Stone.  We need this story in four
			days.  Now I want to know how it's
			shaping up.

					WILLIAM
			It's a think-piece about a mid-level
			band grappling with their limitations
			in the face of the harsh glare of
			success.

					BEN
				(pause)
			I like what we're saying.  Let me try
			and get you a thousand more words.
			It's in consideration for the cover,
			but don't tell the band.

					WILLIAM
				(conflicted)
			Crazy.

	The kid hangs up, now shouldering even more pressure.  He
	unclamps Polexia's mouth.

					POLEXIA
			- coffee.

					SAPPHIRE
			Me too.  Greenville is so boring.
				(to William)
			Any other city in the world and you'd
			still be a virgin.

					WILLIAM
			I'm going out to find Russell.

					SAPPHIRE
			Will you take the laundry?

					WILLIAM
				(to the girls)
			What am I to you?  Tell me right now!
			What. Am.  I.  To.  You.

	102   INT. HOTEL HALLWAY - DAY						102

	Circles have sprouted up under William's eyes.  The orange bag
	strapped over his shoulder, he lugs a huge bag of laundry.  He
	consults room list.  A variety of noises and smells drift from
	the band rooms.  He sees Room Service arrive at Dick's door,
	and it's Estrella who opens the door.  (Dick in the
	background.)  She smiles sweetly to William -- good morning --
	as the door shuts.

					WILLIAM
			Houdini... Houdini...

	He arrives at Russell's door.  Two exclamation points have
	been Sharpie-markered to the words Do Not Disturb on the sign
	is gaffer-taped to his door.  He looks through the crack, at
	the bottom of the door.  Carefully and politely, he knocks.
	Instantly:

					RUSSELL (O.S.)
			GO AWAY!

	Pissed, the kid flips off the door.  He sits down on a chair
	directly across from the room.  Push in on William, who is
	more pent-up than ever.  He tries hard not to cry, taking
	gulps of air as a maid cart swishes past, revealing... he's
	failed.  He cries.

	FADE UP FROM DARKNESS

	A super-energized Russell Hammond looks into William's sleepy
	face.  William's eyes open.  His own sleepy face is evident in
	Russell's sunglasses.  The bag of laundry is still at his feet.

					RUSSELL (cont'd)
			We'll do the interview in Cleveland!

					WILLIAM
			No.  I can't.  You've got to help me.
			I have to go home.

					RUSSELL
			Come on man, we'll have more time there.
			Don't be tense!!

	He begins rubbing the kid's shoulders.  He's waking up.  There's
	Penny, also rubbing his shoulders.  It is degrading... and
	somehow cool too.

					WILLIAM
				(to Penny)
			You said you'd help me.

					PENNY
				(massaging)
			Come to Cleveland.

					RUSSELL
				(massaging, hypnotically)
			Come to Cleveland... Come to
			Cleveland...

					WILLIAM
			I can't!!

					RUSSELL
			Can we help it if we like having you
			around!

	William is a bundle of nerves and exhaustion now.  Embarrassed
	and frustrated.

					RUSSELL (cont'd)
			Cleveland, my man.  You can't miss out
			on the Rock Mecca of the midwest -
			you're with us.  It's all happening!

					PENNY
			Rock and roll!

					WILLIAM
				(weary)
			Rock and roll.

	We hear David Bowie's live version of "Waiting for the Man."

	103   INT. HOTEL ROOM -- DAY						103

	They sit together, hair askew, in sunglasses, resting against
	the headboard.  Carefully, Russell identifies his thoughts.

					RUSSELL
			I feel... like his parents.

	Penny runs a worried hand through her hair.

					PENNY
			I know.

					RUSSELL
			I wonder how that happened.

					PENNY
			You ever notice that all our sentences
			begin with "I?"

					RUSSELL
			I hadn't, no.

					PENNY
			'Cause we should work on that.

	He looks at her, plays the guitar a little.

	104   EXT. HIGHWAY - NIGHT						104

	Night.  Doris rocks toward Cleveland on a muggy summer night.
	The windows of passing houses offer rich Edward Hopper glimpses
	of lives and people William will never meet.

	105   INT. WILLIAM'S BUS BUNK - NIGHT					105

	William watches from his bus bunk at the back, head on elbow.
	Looking up, he sees the rhythmic motion of bodies on the
	mattress above him, as music continues.

	William gets up, nods hello to the Roadie and his Date on the
	bunk above.  He moves down the aisle... to the seats near the
	front.  A sleeping Russell sits upright, hugging his guitar.
	Penny asleep next to him, Polaroid in her hand of... Russell
	sleeping.  The kid moves on.  He sits with the Bus Driver,
	whose CB crackles with chatter from other tour buses headed to
	Cleveland.

	ON THE FIRST SIGN - LATE NIGHT

	Cleveland signs.  Music rises.  Heads pop awake.

					RUSSELL
			Cleveland!

	106   EXT. DOWNTOWN CLEVELAND - LATE NIGHT				106

	Like a slow-moving shark, Doris pulls into empty downtown
	Cleveland.  The streets are empty.  They pass the Agoura
	Ballroom, where a man with a long stick arranges the letters
	Stillwater on the marquee.   Applause in the bus.

	107   INT. SWINGO'S CELEBRITY INN - LATE NIGHT/EARLY MORNING		107

	Russell and band enter like warriors, in a pack.  William sags
	with the heavy bags in hand and over his shoulder.  Here, in
	the middle of the midwest, is an explosive rock mecca, just as
	promised.   The feeling of belonging invades all those in this
	lobby.  Fans and other touring rockers mingle together.
	Outside in the real world, everyone else is going to work.

					FAN
			It's Bowie!

	The lobby ignites, as William stands near Penny and Russell.
	Bowie races from a limousine through the lobby and into the
	elevators.  He is shrouded by a jacket.  Just the top of his
	electric red hair travels the lobby, as he's hustled by security
	man Dennis in the elevator.  And out of the chaos comes...

	108   INT. HOTEL ROOM - DAY						108

	Jeff Bebe and Polexia smash against the wall of the Swingo's
	hotel room, making love.

	109   INT. HOTEL ROOM - DAY						109

	Russell and Penny Lane smash against their own wall.

	109A  INT. ARENA - NIGHT						109A

	Dick squats at the front of the stage, and talks to a few fans
	in the front row of this crowd.

	110   INT. BACKSTAGE CLEVELAND PAY PHONE - NIGHT			110

	A wild Cleveland crowd in the building.  The cities on this
	tour are getting bigger, and so are the audiences.  And there
	is a whiff of business now too.  Men in satin tour jackets and
	some Disc-jockey types cruise the backstage.  A Hysterical Fan
	is led screaming to the nearby medic room.  Few even react -
	it's Cleveland - as the shot finds William, tired and yawning,
	on the backstage pay phone.  He is absolutely ready for the
	worst.

					WILLIAM
			Hi Mom.  I'm in Cleveland.

	He listens stoically.  Larry and Ed watch nearby.

								 INTERCUT:

	INT. LIVING ROOM -- NIGHT

	Moms sits in silence.

					WILLIAM (cont'd)
				(rehearsed)
			I'm fine! I'm fine!  I'm flying back on
			Monday Morning.  I'll only miss one
			test.  I'll make it up.

	Russell listens in, holding his guitar, laughing.

					RUSSELL
			Tell her you're a slave to the groove
			- you can't help it!

					WILLIAM
				(covers phone)
			No.

	Russell grabs the phone, talks to the silent mother on the
	other end.

					RUSSELL
			Hi Mom!  It's Russell Hammond, I play
			guitar in Stillwater!   It's my fault.
			How does it feel to be the mother of
			the future of rock journalism?
				(beat)
			Hello?

	Silence.   Penny passes and stands near William, smoothing her
	pass.  They watch a new pack of groupies prowl the road-crew.
	They are more glam, more trashy and less selective.  They glare
	insolently at Penny Lane.  This is the future.

					RUSSELL (cont'd)
			You've got a great kid -- nothing to
			worry about!  We're taking care of
			him!  And you should come to a show
			sometime!  Join the Circus!

					ELAINE
			Listen to me.   Your charm does not
			work on me.  I'm onto you.  Of course
			you like him.

					RUSSELL
			Yes.

					ELAINE
			He worships you people and that's fine
			with you, as long as he helps make you
			rich.

					RUSSELL
				(a nerve is struck)
			Rich?  I don't think so -

					ELAINE
			Listen to me.  He's a smart, good-
			hearted, 15 year-old kid, with infinite
			potential.

	Russel looks over at the kid, eyes narrowing as he processes
	the truth.  He's 15?

					ELAINE (cont'd)
			This is not some apron-wearing mother
			you're talking to.  I know about your
			Valhalla of Decadence, and I shouldn't
			have let him go.  He is not ready for
			your world of compromised values, and
			diminished brain cells that you throw
			away like confetti.  Am I speaking
			clearly to you?

					RUSSELL
			Yes, ma'am.

					ELAINE
			If you break his spirit, harm him in
			any way, keep him from his chosen
			profession -- which is law, Something
			you may not value but I do -- you will
			meet the voice on the other end of
			this telephone.  And it will not be
			pretty.    Do we understand each other?

					RUSSELL
			Yes... yes...

					ELAINE
				(always the teacher)
			I didn't ask for this role, but I'll
			play it.  Now go do your best.  "Be
			bold and mighty forces will come to
			your aide!"  Goethe said that.  It's
			not too late for you to be a person of
			substance.  Get my son home safely,
			I'm glad we spoke.

	She hangs up.  Russell hangs up, oddly affected and shook up.

					WILLIAM
			Some people get her.  Some don't.

	Russell is still recovering.  William feels embarrassed by his
	mother, once again.

	111   ON THE HUDDLE							111

	William with the band.  He yawns, as the band breaks.  Cleveland
	awaits.  We follow Dick, who guides the band onto the stage
	platform, still in darkness.  Already, stomping and applause
	is mounting.  Russell turns to William before taking the stage:

					RUSSELL
			Your Mom kind of freaked me out.

					WILLIAM
			She means well.

	Still rattled, he takes the stage.  We see the unbridled
	enthusiasm of the faces on the front row.  A wave of cigarette
	lighters stretch out before them.

					DICK
				(importantly)
			From Troy, Michigan...

	Russell thwacks a couple chords.  Audience thunders.  He turns
	to other members, feeling chills.  It's in these moments that
	everything else disappears.  They bow and wave, still in
	darkness... each member seems to have his own fans.  Dick lets
	all this play out before finally adding...

					DICK (cont'd)
			Would you please welcome to Cleveland...

	More applause.  This is very very very very fun.

					DICK (cont'd)
			Stillwater.

	Lights come up.  A full blast of audience love hits them right
	in the face, as they begin "Fever Dog."  The band charges
	headlong into their set, as various fans are squeezed up out
	of the crowd and onto the stage.

	HANDHELD ON RUSSELL

	Who is in the middle of playing, as he smoothly whips off his
	guitar, and uses the instrument to send a Frenetic fan back
	into the crowd.  He slips back under the strap, laughing.
	More stage climbers spring up where that fan came from, and
	Russell now watches as Jeff Bebe dodges a fan and comes over
	to Russell to lean on him.  Russell turns to share the moment
	with Penny, dancing with arms in the air at the side of the
	stage.

	112   INT. DRESSING ROOM -- NIGHT					112

	William in the dressing room, eyes red with exhaustion, finally
	interviewing Russell.  He holds the mike stoically.

					WILLIAM
			So when you play a great show like
			tonight...

	Dick enters with great urgency.

					DICK
			Okay.  I need everybody's attention.

	The kid shuts his eyes.  He knew this would happen.

					DICK (cont'd)
			Alright, well, the rumors are true.
			The record company has sent a big-time
			manager here to try and talk you into
			replacing me.  His name is Dennis Hope.
			I know you've all heard of him.  He's
			got all the big bands.  He's right
			outside.  He wants five minutes with
			you right now.  I think we gotta do
			it.

					RUSSELL
				(pissed)
			Then bring him in.

	William shuts off his tape recorder.

					JEFF
				(arrogant)
			Bring him in!  We'll send him out on a
			rail!

					RUSSELL
				(to William)
			We'll finish on the way to Boston.
			You can fly home from Boston.

	William nods, exhausted, as Dick opens the door.  In walks a
	small general of a man in a baseball t-shirt, well-trimmed
	beard and bowl cut.  He holds the super-new Halliburton
	briefcase.  He is DENNIS HOPE, 25.  A man from the midwest,
	with a vision of the future of rock and roll.  Already in his
	head are all the things that will come to pass.  Higher ticket
	prices.  Merchandising deals.  Greater distribution and
	accounting of album sales.  He shrugs hello to the band.

					DENNIS HOPE
				(completely unthreatening)
			Hi.

					RUSSELL
			We already have a manager.  He's been
			with us from the beginning.

	Hope appreciates the lack of small talk.  He strides the room
	with the joyful enthusiasm of a kid who wants to build a fort.
	Russell watches, dismissive, holding his guitar.

					DENNIS HOPE
			Respectfully.  We all have our roots.
			I believe in bands holding onto their
			roots.  But those roots need to be
			augmented.  I'm gonna tell you the truth
			- I may enrage some and enthrall others.
			I don't really give a fuck.   Your
			manager here needs a manager.  Example.
			If you hadn't run out on the contract in
			Phoenix, you could have sued over
			Russell's hand... but you left, negating
			the contract, forfeiting the deposit,
			and you effectively traveled a long
			way to pay that promoter... to
			electrocute you.

	Russell looks at his hand.

					DENNIS HOPE (cont'd)
			We can all work together.  Your damages
			have put you way into the hole for
			this tour.  Right now you owe the record
			company more than you've got.  But
			your record's selling, there's money
			to be made.  So I've brought a plane
			in, we can add more shows to make-up
			the difference.   Respectfully.

					RUSSELL
				(immediately)
			We travel by bus.

					JEFF
			Doris is the soul of this band!  That
			bus has been our home since we were
			the Jeff Bebe Band.

	Dick watches his loyal band with admiration.

					DENNIS
			Hey man -- it's travel on a pogo stick
			if I thought we'd make more money.
			You can play more dates with a plane...

	112A  INT. CLEVELAND ARENA - NIGHT - SAME TIME				112A

	Penny Lane stands on stage facing the empty arena.  The roadies
	have packed up and moved on. She is alone in the poetic and
	trash filled structure that was just hours ago filled with
	people.  (Behavior to come)

							 INTERCUT WITH:

	112B  INT. DRESSING ROOM -- NIGHT					112B

	The band meeting continues.

					RUSSELL
				(passionate)
			Hey man, it's not about the money!  It's
			about Playing music, and turning people
			on!

	The band agrees.

					DENNIS HOPE
				(delicately)
			Yes, of course.  Clearly.
			Respectfully.   But on the distasteful
			subject of money.  Just know.  You're
			making it -- right now -- and it's all --

	He gestures to infinity.

					DENNIS HOPE (cont'd)
			-- out there.  I'm just talking about
			bringing it --

	Bringing his hand together in a fist, he returns it, close to
	his heart.

					DENNIS HOPE (cont'd)
			-- back here.

	The band looks at Dick, who manages not to be speechless.

					DICK
			But why should we pay you for something
			we can do ourselves?

					DENNIS HOPE
				(immediately)
			Do you know how to keep from getting
			charged for the ice below the
			floorboards of Chicago Stadium?
			Do you know how to do a headlining
			tour, do you Claire Rothman at the
			L.A. Forum?  Do you know Bobbi Cowan,
			Lisa Robinson, Jim Ladd, Frank
			Barcelona?
				(look around, amazed)
			This is Cleveland. Where's Kid Leo??
				(basics)
			Do you know how you get a record not
			pressed but played?  Do you know?  I
			didn't invent the rainy day, man.  I
			just own the best umbrella.

	He laughs.  It's fun.  Band members are now listening, curiously
	spellbound.

					DENNIS HOPE (cont'd)
			Because as much as you may believe that
			it will last forever, it does not last
			forever... your biggest fan right now
			soon they're going to go to college,
			gonna wanna buy clothes, spend that money
			some other way, and you know what?
				(the final insult)
			They'll tape your record from a friend's
			copy.

	Russell stops fingering his guitar.  Shot moves across the
	faces of the band members.  Pain.

					DENNIS HOPE (cont'd)
			You've got to take what you can, when you
			can, while you can.  And you've got to do
			it now.  That's what the big boys do.

	The band squirms, but listens.

					DENNIS HOPE (cont'd)
			Because if you think Mick Jagger will
			still be out there trying to be a rock
			star at age fifty, you're sadly sadly
			mistaken.

	Now he's reaching them.  Their slackened roar-weary faces stare
	back at the young dynamo.

					DICK
				(flustered)
			Yeah, well... we'll think about what
			you said.

					DENNIS HOPE
				(casually)
			No no.  You don't understand.  I'll
			think about it.  I'm not auditioning.
			I came here to decide whether I want
			to represent you.  So I'll stand outside
			for a moment, and think about whether
			I want to stay.

	He leaves the room with a pleasant shrug.  Stunned silence.
	William watches their body language.  No one wants to talk
	first.  Their faces read as -- who was that guy, and how can
	we talk him into staying?

	113   INT. PLANE -- DAY							113

	William watches as the band stands inside the new plane.  Dennis
	Hope looks on.

					RUSSELL
			This is not us.   This is too much.

	He looks around for support.  Grim nodding faces.

					RUSSELL (cont'd)
				(impressed at seat)
			This is too much.

	William watches as Russell reclines.  Russell grabs Penny, and
	she falls into the seat next to him.   We hear the loud oncoming
	sound of the plane in flight, as Dennis cooly asks for Penny's
	seat.

					DENNIS HOPE
			Do you mind?

	114   EXT. PRIVATE AIRPORT -- DAY					114

	Doris the bus stays behind in the parking lot, abandoned near
	a field.  The new plane lifts off in the background, as the
	bus sits alone, as if crying steel tears.  Bus Banner reads
	simply: CLEVELAND.  Reprise ending of Whole Lotta Love.

	115   INT. PLANE  NIGHT							115

	The girls sit on the jumper seats at the back of the plane,
	with William.

	116   INT. BOSTON HOTEL ROOM HALLWAY -- DAY				116

	William trudges the hallway with tape-recorder and notebook,
	trolling for Russell.   He passes Boston travelogue posters on
	the walls.  A few room doors are open, he looks for any sign
	of the guitarist.   William veers into Dick's room, where a
	poker game full of Roadies is in progress.  The room is thick
	with exotic smoke.   They are a bunch of road-hardened snobs,
	smoking cigars and other items, famous to themselves, listening
	not to rock and roll... but Sarah Vaughn.

					WILLIAM
			Anyone seen Russell?

					DICK
			The Enemy!

	Door widens to reveal Russell.

					RUSSELL
			Hey!  Welcome to the Road Crew Poker
			Party.  This game's been going of for
			two years.

					DICK
			That's Mick - he's with The Who.  That's
			John - with J. Geils.  And that's
			Richard with the Eagles... and you know
			The Wheel.

					THE WHEEL
			Hey.

	Grumbling roadies continue playing.  Like an old pro, the kid
	turns down a Cola-can hash-pipe.  This hand is down to Dick,
	and a roadie named REG from Humble Pie.

					DICK
			Side proposition.  For fifty dollars
			and a case of Heineken, I will put
			into the pot... three Lovely Ladies,
			Including the famous Penny Lane... the
			Band-Aids, who need to exit our tour
			before New York...

					REG
			It's a deal.  Show 'em.

	Dick lays down three tens.  Reg lays down three Kings.  Dick
	loses.

					DICK
			Three Lovely Ladies... now in the
			custody of Humble Pie.

					REG
			Alright, so we owe you fifty dollars
			and a case of Heineken.

	Embarrassed, Russell notices the kids face.  He leans over,
	and speaks confidentially to him.

					RUSSELL
			Look.  Nobody's feelings are getting
			hurt here.  She already knows Leslie's
			coming To New York tomorrow.  They all
			understand.  This is the Circus.
			Everybody's trying not to go home.
			Nobody's saying goodbye.

					WILLIAM
			No, I got it.

					RUSSELL
			These are the Rules that come with
			every electric Guitar and every
			amplifier.  They're not just written
			anywhere.  Rock and roll, brother.  No
			attachments.  No boundaries.

	But the kid feels bad, and Russell knows it.

					RUSSELL (cont'd)
			Quit looking at me like that.

	116A  INT. HALLWAY - AFTERNOON						116A

	The kid is still stuck on the road.  He is in hell now.
	Wearily, with deep circles under his eyes, he shuts his eyes
	for a moment.  Another band is moving through.

					SABBATH ROADIE
			Keep this hallway clear!

	117   INT. BACKSTAGE TRAILER/DRESSING ROOM -- AFTERNOON			117

	William and Penny sit on opposite ends of a blue locker-room
	bench.  It's a small dressing room, crowded with roadies,
	guitars and men in stages of half-dress.  Piles of luggage
	headed for New York sit by the door.  The door suddenly opens
	and Dick arrives with champagne and a cake decorated with a
	sparkler.  It is placed in Penny's lap. It reads: Unforgettable
	Penny... Age Unknown.  Boston, 1973.   They gather now as the
	cake sits before a surprised and enchanted Penny Lane.

					DICK
			Happy Birthday from us.

	William watches her face as she reads the message on the cake.
	It hasn't sunk in yet.

	Russell produces a piece of hotel stationery.  He reads a poem.

					RUSSELL
			So Penny our friend has gained another year.
			But long ago, she threw it in gear.
			She rocked the south
			The East and West.
			Could you please get off this endless tour
			Where we're Black Sabbath's fucking
			 special guest?

	Laughter.

					RUSSELL (cont'd)
			She says she's retired
			Though we've heard that before.
			She chose us...
			And in Penny Lane we trust
			She is a fan of this band.
			Much more so than us.

	William watches her face.  Still enchanted, she hands out slices
	of the cake.

					DENNIS HOPE
				(to the point)
			Sorry the plane isn't bigger.

	It hits her.  She looks at William for a clue.  His truthful
	face does not look away.  Now she knows.  She turns to the
	others -- the plane isn't bigger?  Shot moves in on Penny as
	she blinks just a little, cutting into the cake, still mugging
	for everybody, covering it all with a layer of sweet giddy
	laughter.  Shot comes to rest behind her, her head turning to
	connect with band members.  Each of them look away, nobody
	maintaining eye contact with her except the one she now doesn't
	look at.  William.  She blows out the candles, vamping Marilyn
	Monroe-style, and sucks off the frosting seductively, to cheers.
	Russell watches, as we push in on Penny.  She notices all the
	luggage is gone, only her two cases remain by the door.

	118   EXT. CONCORD PAVILLION BACKSTAGE -- EARLY MORNING			118

	William exits a backstage Portosan.  Penny catches him by the
	grilling area where catering is preparing for the outdoor event.
	Their laminated passes swing from around their necks.  Thuding
	in the distance, Stillwater plays for a cheering outdoor crowd.
	The sound of summer insects in the air.

					PENNY
			So it wasn't a birthday party, it was
			a farewell.

	William doesn't answer.  He looks at her, blowing some hair
	out of her face.

					PENNY (cont'd)
			You think you can fool me.  I read
			you.  I know what you're thinking.

					WILLIAM
			What's that?

					PENNY
				(touched)
			You're worried about me and Russell.

					WILLIAM
			Yeah.  I gotta work on that.

					PENNY
			You're so sweet.  God -- if there was
			more of you in him...

					WILLIAM
			Don't tell me this stuff.  I want to
			like him.

					PENNY
				(concerned for him)
			Did you miss your test or something?

	He shakes his head.  It's so beyond a test.

					PENNY (cont'd)
			I know I'm not on the plane, and I'm
			not going on some other band's bus.  I
			mean, I could go with the Sabbath road
			crew, but that would be pathetic.  The
			girls are all going with Humble Pie.
			If you could find out from Russell --

					WILLIAM
				(quietly)
			Penny -

					PENNY
				(a decision)
			Forget it.  I'm flying to New York
			myself.  I have a bunch of partial
			tickets.  I know his ex-wife, current
			girlfriend's going to be there -

	William's eyebrows rise.  She examines his face for clues.

					WILLIAM
			-- I'm not sure that's a good idea.

					PENNY
				(overlapping)
			What?  What are you saying?  What do
			you know?  Did Russell say something?

					WILLIAM
			I don't know anything.

					PENNY
			I know he wants me there.  He gave me
			a cake.  He wrote me that sweet poem.

					WILLIAM
				(loud)
			Wake up!  Don't go to New York!

					PENNY
			What are you telling me?

	She looks so achingly beautiful to him.

					WILLIAM
			Because you're not who you said you
			were!  I thought you were retired!

					PENNY
			You're right.  I'm not who I said I
			was.  I'm just like you. I love music,
			so this is my family.  Some people
			like tractors, and they hang out with
			tractor people.  What's the worst that
			could happen if I go to New York?
				(little girl)
			"I get my little heart broken?"

					WILLIAM
			Oh no.  Never you!  You eat people
			alive!

	She tears some leaves off a tree.  He looks at her, unable to
	formulate a response.

					PENNY
				(accusatory)
			I'm sorry I told you so much.   You
			have some way of making everybody tell
			you all their secrets.

					WILLIAM
			That's a good one.  Tell me too much
			and make it my fault.

	He continues walking, she follows.  They have ventured outside
	the backstage area, onto adjoining Boston farmland.  The show
	booms in the background.

					PENNY
			Come on.  You've seen what's happened.
			Russell and I fell in love.  How much,
			I don't know... but this is the first
			time I've fallen for someone, really
			fallen... since Iggy, and I'm not happy
			about it.

					WILLIAM
				(beat)
			You slept with Iggy Pop!?

	She says nothing.

					WILLIAM (cont'd)
				(sputtering)
			Why don't you just tell me now, who
			else -- so when I go to the record
			store, I know who to be jealous of.
			Because right now, it's looking like
			the whole store!

	He's upset.   She stares at him.

					PENNY
				(teasing, defiant)
			You'll remember me forever.  I was
			there when you lost your virginity.

					WILLIAM
				(upset at the memory)
			So was Steely Dan!  It was a crowded
			room.

	She laughs, can't help it.  Then:

					PENNY
			You make me laugh.  I think I'm gonna
			cry.

					WILLIAM
				(continuing)
			I thought we were going to Morocco!
			There's no Morocco.  There's never been
			a Morocco.  There's not even a Penny
			Lane.  I don'teven know your real
			name.

					PENNY
			If I ever met a guy in the real world,
			who looked at me the way you just looked
			at me...

					WILLIAM
			When and where does the real world
			occur?  I am really... confused here.
			Fuck!  All these Rules And all these
			sayings... and nicknames...

					PENNY
			You know -- you're too sweet for rock
			and roll.

					WILLIAM
			Where do you get off... where do you
			get "sweet?"  I'm not sweet.  I'm dark
			and mysterious and pissed-off and I
			could be very dangerous to all of you...
			I'm not sweet, and you should know
			that about me!  I am The Enemy.

					PENNY
			You're not any of those things and
			that's what I love about you.

	William stands there in disbelief, unable to look at her.

					WILLIAM
			You fall in love to keep from falling
			in love.

					PENNY
			I don't want to go home!

					WILLIAM
			Well, I have to go home.  And you never
			helped me.

					PENNY
			Yes I did.

					WILLIAM
			That disc-jockey in Arizona got a better
			interview than me... and he was asleep.

	He starts walking back to the stage.  She follows.  They are
	two very young kids thrashed by the seas of rock and roll.
	His frustration increases.  She just doesn't get it.  Applause
	in b.g.  She grabs his shirt.

					PENNY
			Look.  You should be happy for me.
			You don't know what he says to me in
			private.  Maybe it is love.  As much
			as it can be with someone who --

					WILLIAM
				(blurts)
			-- sold you to Humble Pie for fifty
			dollars and a case of beer?  I was
			there!

	He is instantly sorry.  Her world privately crumbles, but she
	tries to remain stoic and carefree.

					PENNY
			What kind of beer?

	119   INT. HUMBLE PIE CREW TRUCK -- DAY					119

	Sapphire, Polexia, and Estrella bump along to the music and
	the road.  They strain to maintain dignity in these decidedly
	third-class surroundings.  There's only one small blurry window.

					POLEXIA
			Who did this to us?

	120   INT. WILLIAM'S LIVING ROOM -- NIGHT				120

	Mom on the phone.

					ELAINE
			Then don't come home.  Don't do this
			to me.  If you're going to miss
			graduation, don't come home.

	She hangs up.

	121   INT. PRODUCTION OFFICE -- NIGHT					121

	William on the phone.   Speechless.

	122   INT. COLLEGE CLASSROOM -- DAY					122

	Elaine faces her Humanities class.  She stands in an
	amphitheater-style, inner-city college classroom, decorated
	with colorful unorthodox artifacts from her home.  These earnest
	city college students listen to her.  But she cannot continue.
	There is a thundering upset inside her.

					ELAINE
			I'm sorry.  I can't concentrate.
				(beat, confesses, unhinged)
			Rock stars kidnaped my son.

	123   INT. BAND PLANE -- DAY						123

	Music.  Russell and band bounces down in NYC.  Russell listens
	to music on headphones plugged into large boom box.

	124   INT. LIMOUSINE -- DAY						124

	William watches, facing the band from the jump seat of their
	limousine, heading into New York.  Up ahead, Manhattan looms,
	beautiful and scary.

					RUSSELL
			"New York.  Just like I pictured it...
			"

					JEFF
			" ... skyscrapers and everything."

					RUSSELL
				(to William)
			We showed you America.  We did
			everything but get you laid.

	Beat.  They look at each other curiously.  How much does the
	other guy know?

	125   EXT. ST. REGIS -- DAY						125

	Russell and band spill out of limo.  The New York cluster of
	hardcore Stillwater fans wait outside.  They hold collector's
	sleeves covering albums to be autographed, and fresh magic
	markers in hand.  William in tow crawls out of the limo last.
	Dick goes to work, pulling luggage from the trunk.  A serious-
	looking Fan (LENNY) approaches Russell with an autograph card.

					FAN
			I'm from the Church of Lenny.   We bow
			to his will and all that it represents
			- The King of the King of Kings.

					RUSSELL
			Make it out to - ?

					FAN
			To Lenny.

	Russell nods -- of course.  He signs, as Dick approaches with
	a well-placed word in his right ear.

					DICK
			She's here.

	William turns, expecting to see Penny.  Instead we see the
	long-limbed, athletic, pretty and collegiate LESLIE.    She
	holds a Nikon camera, and snaps their picture.

					JEFF
			Leslie!

					DICK
			Your room is completely stocked, far
			away from any noisy ice machines,
			elevators or maid quarters.  The air-
			conditioning is already on.  And here
			is your security key -- by the way,
			you look stunning.

					LESLIE
				(taking treatment for
			granted)
			ThanksI'llseeyoulater.

	Nearby, the young journalist studies the tour's subtle shift
	in welcoming Leslie.   Dick's New York side is almost military.

					DICK
			Bags in five!  Cars leave for the party
			at six!

	William studies Leslie, everyone saying hello to her, everyone
	knowing the subtext.  Nobody saying a word.  William pulls his
	heavy bag out of the back of the limousine.
	The bag breaks, and the contents spill out onto the New York
	sidewalk.  Bars of soap, ashtrays, hotel keys, crumpled paper,
	the contraband t-shirt, "Do Not Disturb" signs, notes, towels
	and thick telephone books from every city.

					DICK (cont'd)
			You know.  There are lighter souvenirs.

					WILLIAM
				(embarrassed)
			Well -- I kept thinking I was going
			home the next day --

					DICK
			I did too.  Fifteen years ago.

	All help him with his spilled souvenirs.  Russell shares a
	private look with the kid.  Nearby Leslie greets other band
	members.

					WILLIAM
			Ric!

	It's Super Zeppelin fan Ric Nunez.

					RIC
				(whispers)
			It's all happening.  Zeppelin is at
			the Plaza.  So's four other bands.
			They're partying up there right now.
			Sapphire, and Miss Penny Lane too...
			She wants you to call her.
				(William reacts)
			They're all staying under the name
			Emily Rugburn.

	William takes in the information, while regarding Ric's new
	custom  shirt, which features the words to Zeppelin's "The Rain
	Song."

					RUSSELL
				(exiting with Leslie)
			After the party.  I'll come to your
			room - I promise.  We'll talk.  This
			is Leslie, by the way.  Leslie, this
			is our wayward friend from Rolling
			Stone.  The Enemy.

	They shake, she smiles randomly.

	126   INT. ST. REGIS FRONT DESK -- NIGHT				126

	William checks in.

					CLERK
			William Miller?  Sir, you have an urgent
			call from a Mr. "Ben Fong-Torres."
			He's holding for you, right now.

	William takes the phone.  The Clerk watches curiously as the
	kid adopts a new persona.

					WILLIAM
				(deep voice)
			Hello.

									INTERCUT

	INT. JANN'S OFFICE -- SAN FRANCISCO -- AFTERNOON

	On a rainy day in San Francisco, Ben Fong-Torres stands in the
	copy-strewn office of the young editor/publisher JANN WENNER.
	Several other editors are also present in the background,
	including David Felton with cigarette-holder in mouth, and a
	prep-school Fact-Checker named ALLISON.

					BEN
			Congratulations.  It's gonna be a cover.
			Neal Preston will shoot 'em next week
			in L.A.  we need you back in San
			Francisco tomorrow.  We'll finish the
			story here.

	William is overwhelmed with many emotions, fear topping the
	list.

					BEN (cont'd)
			You can tell the band.  Allison, our
			fact checker, needs you to transmit
			whatever you have of the story, tonight,
			now, along with your notes.  There is
			a mojo at the Daily News they'll let
			us use -

					WILLIAM
			Mojo?

					BEN
			A mojo.  It's a very modern machine
			that transmits pages over the telephone.
			It only takes eighteen Minutes a page...

	126A  EXT. NEW YORK STREETS -- NIGHT					126A

	The sound of feet on pavement.  William looks at addresses,
	hustling to the Daily News office.

	126B  INT. DAILY NEWS COPY STATION -- NIGHT				126B

	William tears pages from his notebook and feeds them into the
	large and clunky earliest model fax machine -- "The Mojo."  We
	hear David Bowie.  "The Jean Genie."

	A127  EXT. MAX'S KANSAS CITY -- NIGHT					A127

	William weaves, exhausted, into the Stillwater press party at
	this legendary New York nightspot.  The Doorman, who checks
	i.d.s, sees the kid and expresses great doubt.

					DENNIS HOPE
			He's okay, he's with us -

	Hope shoves him past the Guard, and sends him into a very mature
	new world.

	127   INT. MAX'S KANSAS CITY -- NIGHT					127

	The famous hub of New York rock and roll.  A strong whiff of
	decadence mixes with youthful naivete.  Not a hippie in sight.
	William walks through, looking for familiar faces.  Overhead
	we hear Stillwater.  "If You Say Nothing."  The party is filled
	with scenesters, long silver-haired glamsters, some British
	journalists, and many hunched young skinny bodies in leather
	jackets.  Russell grabs him by the arm.

					RUSSELL
			Ah ha!  There you are, ya little fucker.
			Come on --

					WILLIAM
			I have some good news.

					RUSSELL
			-- I'll piss to that.  Follow me.

	A128  INT. MAX'S BEDROOM						A128

	They enter the small bathroom.  Russell bolts the door, faces
	the urinal and pees.  His own music throbs in the next room.

					RUSSELL
			Dennis Hope took me aside, and wants
			to manage Me solo.  Says to lose the
			band by February.  Should I do it?  I
			have no perspective anymore.

	William pees in silence.

					RUSSELL (cont'd)
			At what point do I just take the hint?
			Nobody Loves this band.  People like
			us, do they love us?

					WILLIAM
			I do.

					RUSSELL
				(then pissed)
			Oh - get this - somebody told Penny
			Lane I sold her for beer.  The network
			of these chicks!  Like I would do that.
			It's Jeff who told her, right?  Not
			you, right?  None of these guys can
			just calm down and be a fuckin adult.
			Now she's here, freaking out.  Leslie
			can smell it.

					WILLIAM
				(exiting)
			Wait.  I've got something to tell -

	But he finds himself trailing Russell to the back room bar.

	128   INT. GIRL'S BATHROOM - NIGHT - SAME TIME				128

	Leslie in the bathroom.  Penny enters and watches her
	discreetly.  They stand together, side-by-side at the mirror.
	Leslie looks once, turns and then turns back at Penny.  She
	knows.

	129   INT. BACKROOM -- NIGHT						129

	William sits with the band.  Over Jeff's head, Penny hangs
	nearby, at the outskirts, drinking and dancing.  They share a
	look, feigning casualty.

					WILLIAM
			You guys -- you guys --
				(beat)
			You're gonna be on the cover of Rolling
			Stone.

	Stunned and overwhelmed, the band waits a beat, lets it sink
	in... and goes wild.  Russell, stunned too, looks at the kid.
	It's big news.  Jeff stands immediately, eyes moist, glass
	raised.

					JEFF
				(tears welling, instantly)
			The cover of Rolling Stone.  And we
			made it together.  They don't just put
			somebody with one little hit on the
			cover of Rolling Stone Fucking Magazine,
			man.  We made it.

	The band nods solemnly, importantly.

					JEFF (cont'd)
				(continuing)
			Damn it -- I'm gonna enjoy this.  The
			first time I bought that magazine The
			Beatles were on the cover.  Four of
			them.  Four of us.  Together.
			TOGETHER!

	They begin singing the then-current Dr. Hook and the Medicine
	Show hit, "The Cover of the Rolling Stone" to William.

					LESLIE
			Who is that girl?  She's creeping me
			out.  She's not with any of you, is
			she?

					WILLIAM/DICK
			She's with me.

	And now Leslie has confirmation.  A symphony of looks, as Dick
	gets to his feet and moves to confront Penny.  Penny Lane's
	eyes fill and she runs out.  Russell stands... and sees William
	also stand.  William turns and follows her.  Russell stands
	watching, and does not leave.   We hear Elton John's  "Mona
	Lisas and Mad Hatters."

	130   EXT. MAX'S KANSAS CITY -- NIGHT					130

	William exits as a crush of Partygoers arrives.  He doesn't
	know where she is.   He takes off to examine the cabs stuck in
	traffic.  Song continues.

	POV WILLIAM

	He looks in the backs of cabs.   None of them her.

	Music continues.  He runs down the streets, looking for her.
	Alone in New York City.

	131   INT. PLAZA HOTEL -- NIGHT						131

	William on the house phone.

					WILLIAM
			Emily Rugburn, please.

	132   INT. HOTEL HALLWAY -- NIGHT					132

	William approaches Suite 702.  The door is open.  He hears new
	band voices, and sees new faces. MUSICIAN  # 1 intercepts him.

					WILLIAM
			Hi.  I'm a friend of Penny Lane's.

					MUSICIAN # 1
			Aren't we all -

	Musician types are leaving.

					WILLIAM
			Where is she?

	Room Service arrives.  Some appetizers and a large expensive
	bottle of champagne on ice.

					ROOM SERVICE GUY
			Can somebody sign for this?

	William does.

					ROOM SERVICE GUY (cont'd)
			Thank you Mr. Rugburn.

	Two more Musicans (English) exit the back room party.  The
	room is clearing out.

					ENGLISH MUSICIAN
			She's sick.  Let's get out of here.

					ENGLISH MUSICIAN # 2
			She used to be so much more together.

	William watches all, champagne in hand, and finds her in the
	backroom.  She's addled and nearly passed out.

					WILLIAM
			What happened?

					PENNY LANE
			I'm not good at goodbyes.

	She sags.  He grabs the phone.

					PENNY LANE (cont'd)
			You're the last of my old-time friends.
			Polexia went to England with Deep
			Purple... can you believe that?  Even
			Sapphire's out someplace else.  All
			she left was her quaaludes.

					WILLIAM
			Oh -- wonderful.
				(into phone)
			Front desk?  Please send a doctor.
			Room... what room?  703.  702.   Both
			rooms, either room.  This is Mr. Rugburn,
			Yes.  My wife's had an accident with
			some quaaludes.  Yes - I'll do that.

	The room has emptied out.  Just them, and the remnants of a
	movable party that has moved elsewhere.

					WILLIAM (cont'd)
			Wake up!

	He struggles to get her on her feet.  She tips over on her
	strappy platform shoes.  He struggles to untie them.

	133   EXT. GRADUATION -- DAY						133

	The School band plays "Colour My World."  School PRINCIPAL at
	the podium.

					PRINCIPAL
			And now... out graduating class!  Jane
			Abbott!

	A peppy student bounds up and grabs her diploma.   Elaine Miller
	watches dolefully in the audience.

	134   INT. HOTEL ROOM -- NIGHT						134

	William holds Penny in his arms.  Finally she is close to him.

	135   EXT. GRADUATION CEREMONY -- DAY					135

					PRINCIPAL
			Victor Sanchez!

	Warm applause for another student who grabs his diploma.  He
	takes off his mortar board to flash an American flag bandana.
	He raises his diploma in victory.

	136   INT. HOTEL ROOM -- NIGHT						136

	William holds Penny Lane, and keeps her moving.  It's a sagging,
	messy slow dance.

					WILLIAM
			"In the unlikely event of a water
			landing... "

					PENNY
			"... you will be required to wear a
			safety vest."

					WILLIAM
			Keep going.

					PENNY
			"Please place all stowable luggage in
			the overhead compartments... out in the
			seat in front of you."

					WILLIAM
				(prompting)
			"Seat and tray tables."

					PENNY
			"And seat-backs and tray-tables should
			be in their full and upright and locked
			positions... "

	137   EXT. GRADUATION CEREMONY -- DAY					137

					PRINCIPAL
			And now... out "Pending" Graduates!
				(pause)
			William Miller... not present.

	Elaine applauds her son, stoically.  It is a dagger through
	her heart.  A sympathetic look from a nearby Mother continues
	the pain.

	138   INT. HOTEL - NIGHT						138

	They move slowly, she's fading.

					WILLIAM
			"In the tragic event of a water
			landing..."

	139   EXT. GRADUATION - DAY						139

	The Principal shares a few thoughts:

					PRINCIPAL
			And to the class of 1973, we say --
				(beat)
			Don't forget to remember yourself as
			you are today...  Full of hope... and
			the dream that everything is possible...
			Remember this, twenty years from now,
			when we all own home computers and we
			all travel in shiny electrical cars
			that move swiftly, high above the
			city...
				(beat)
			They key to the future is keeping today
			alive forever.

	Elaine's head lowers slowly in a sea of happy parents.  The
	day will never end.  Mrs. Deegan slips into the seat next to
	her.

					MRS. DEEGAN
			First.  Release the guilt.
				(Elaine nods)
			Second -

					ELAINE
			Please let there be only two, because
			I can't get past Number One.

					MRS. DEEGAN
			Second.  Leave a little room for the
			other teachers in this world.  He's
			out there looking for mentors.

					ELAINE
			He's got twelve of them.  They're lined
			up.  He's just tired of me.

	A140  INT. HOTEL ROOM -- NIGHT						A140

	William holds Penny.  She is very woozy.

					PENNY
			"... you will be required to..."
				(gives up)
			I'm tired.

	She is very groggy, as he holds her.

					WILLIAM
			Well.  Now that I have your attention.
			And you may not remember this later, I
			just want to make it clear that... Hey!
				(she blinks, barely awake
			again)
			I know you've heard this before.  And
			I have never said this to anybody, not
			really - well, nobody who didn't legally
			have to say it back to me, but -
				(tries to be casual)
			I love you.  And I have a hard time
			sharing you with all of rock and roll
			because I - why am I nervous? - You'll
			never remember this - HEY! -
				(she blinks)
			I love you, and I'm about to boldly go
			where...  Many men have gone before...

	He kisses her.  A doctor and nurse come crashing into the room.
	They push past William and pull Penny into the bathroom.  He
	sits on the edge of the bed, looking into the bathroom, as
	they work on her.  We hear Stevie Wonder.  "My Cherie Amor."

	140   INT. BATHROOM - NIGHT							140

	Doctor places a tube down Penny Lane's throat.  A bored nurse
	holds a water-bag, lowering it to ground level.

	WILLIAM'S POV INTO BATHROOM

	Her feet sticking out, wriggling.  He watches, as music
	continues.

	ON THE BATHTUB

	Her amber-colored stomach contents look like a Jackson Pollack
	portrait of the era, with three partially dissolved pills.
	Doctor hands enter frame and remove them.  Music continues.

	141   INT. HOTEL ROOM - LATER NIGHT					141

	The Doctor re-appears, and sits down next to William, as the
	Nurse exits.  The Doctor withdraws a three-page report form.

					DOCTOR
			Your wife will be okay for now -

					WILLIAM
			Thank you Doctor.

					DOCTOR
			However, she says you're her brother.

					WILLIAM
				(eyes report)
			She's a little confused.

	The ice shifts in the champagne bucket nearby.  The Doctor
	sizes up the situation.

					DOCTOR
			Nice champagne.

					WILLIAM
			I don't have a driver's license.  With
			me.

					DOCTOR
			Tomorrow's my wedding anniversary.
			I'd prefer to take care of this without
			facing the dawn at the police station.
			So if you can find a way to get this
			girl - your wife - back home to her
			parents, I'd let you pay me anything
			you can afford.  Because you don't
			appear to be related to the famous
			Rugburns of Rhode Island.

	His eyes flick to the champagne.  The kid takes a hint, reaches
	over to the champagne.

					WILLIAM
			Happy Anniversary.

	The Doctor puts the champagne in his bag.

					DOCTOR
			She won't be good company, but keep
			her awake for another four hours.

	142   INT. AIRPORT TICKET COUNTER -- MORNING				142

	Song continues.  William and Penny drag themselves through the
	airport.  He guides her to the ticket counter.  Penny wears
	her green coat, large sunglasses.  He sorts through her many
	partial tickets.  They are both so tired.  She shakes off her
	coat -- she's suddenly very hot -- and he grabs it and loops
	it through her bags.  She's irritable, and ready to go home.

	143   INT. AIRPORT GATE - MORNING					143

					PENNY
				(baring her soul)
			When I was 14, my Mom and her boyfriend
			took me to a Rolling Stones concert -
			and I freaked out and I rushed up to
			the front of the stage and then a
			thousand people had the same idea at
			the same time and I was getting crushed.
			And I couldn't breathe and that thought
			flashed through me - almost like a car
			accident - I thought I might die.  And
			it was in the middle of "Midnight
			Rambler" and Keith Richards saw me.
			And he came over, and came to the front
			of the stage, and he pulled me out.
			And they took me backstage and they
			gave me coke with ice and a - and a
			lemon.  And I never went home.

					WILLIAM
			What about your Mom?

					PENNY
			She always said - "Marry Up." Marry
			someone grand.  That's why she named
			me Lady.

					WILLIAM
				(horrified)
			She named you Lady?

					PENNY
			Lady Goodman.

					WILLIAM
			No.

					PENNY
			You never really get used to it, either.

					WILLIAM
			Well -- this -- this just explains
			everything.

	He wishes it did.  She rubs her stomach.  It's a rocky morning.

					WILLIAM (cont'd)
			See you back in the real world.

					PENNY
			See you back there.

	She kisses his forehead, and takes off down the accordian
	leading to her plane.  She drops her coat again, bending down
	to retrieve it.

					WILLIAM
			Hey Lady!

	Four Woman turn, but not Penny.  She disappears.

	144   INT. AIRPLANE - DAY						144

	Penny Lane settles into her seat on the airplane.  She notices
	William watching from the terminal window, and waves.

					STEWARDESS
			Please extinguish all flammable items,
			and return all seats and tray tables to
			their full and upright locked positions.

	She mouths along with the words.  There is no one to share the
	joke with.  And then a few blurry memories come back to her.
	She gestures to him... understanding him more fully... as he
	disappears.

	145   INT. AIRPORT TERMINAL - DAY					145

	William walks alongside her plane, moving from terminal window
	to terminal window.  Catching her glance again, he's picking
	up steam.  What's she saying?

	146   INT. PLANE - DAY							146

	She keeps watching as he runs alongside, still keeping up with
	her plane.  She now fully remembers, and places her outstretched
	fingers on the window.  She mouths the words:   I'll see you
	back home!

	ON WINDOW

	He us running through her fingers.

	CLOSE ON WILLIAM

	Who can run no further.

									FADE OUT

	FADE UP

	147   INT. BAND PLANE -- DAY						147

	Russell and William are in mid-interview.  The kid's microphone
	is out.  It's a little bit of a rough flight.  William wears
	the same clothes.

					RUSSELL
			Why didn't you come back to the party?
			Bob Dylan showed up.  He was sitting
			at our table for... had to be an hour,
			right?  Just  Rapping.  Bob Dylan!  I
			kept looking for you.  I was going to
			introduce you.

	The kid feels pain.

					JEFF
			What happened to you last night?

					WILLIAM
			It's a log story.

	A sharp jolt of turbulence.  Russell begins pounding on the
	card table in rhythm.

					RUSSELL
				(singing Buddy Holly)
			"Peggy Sure... Peggy Sue... "

					DICK
			Please.

					RUSSELL
			"Pretty pretty pretty pretty Peggy
			Sue... "

	A moment of laughter, and then bam.  Jeff's drink rises and
	suspends briefly in mid-air.  The plane takes another mighty
	knock.

					JEFF
			We shouldn't be here.

					RUSSELL
			Doris, we miss you!

	Fear is creeping in around the edges.  William, already an
	uneasy flier, looks down.

					PILOT'S VOICE
			This is Craig, your pilot.  It appears
			we've caught the edge of that electrical
			storm we were trying to outrun.  Buckle
			up tight now.  We're gonna do our best
			to getcha out of this.

	The rocking of the plane worsens, as all buckle up.

					JEFF
			"Electrical storm?"

					RUSSELL
				(strapping in for a roller
			coaster)
			Rock and roll.

	The sky darkens abruptly. William looks up, increasingly
	nervous, stares straight ahead.  The plane suddenly drops and
	stabilizes.  Everyone is silent but Russell.

					RUSSELL (cont'd)
			Wooooooo Baby!

	A moment later, an ashen-faced CO-PILOT emerges, balancing
	himself with hands on the ceiling of the shuddering plane.

					CO-PILOT
			We're gonna try to land in Tupelo.
			We're going to have to cut the inside
			lighting for the next several minutes.
			We found a field to land in.

	The kid notices Silent Ed is rubbing a small crucifix.

					DENNIS HOPE
			A field?

					JEFF
			I can't breathe.

	Push in on Russell. We hear a series of unfamiliar electrical
	sounds.  The plane screwballs through the sky.

					CO-PILOT
			It might be a rough set-down.  We should
			be fine.
				(cracking at the edges)
			But what we do say in a situation like
			this is - We would pass but before the
			plane ... disassembled.  However, God
			help us, if there's anything you want
			to say to each other, any secrets,
			anything like that, now would be a
			good time.  But just hang in there.
			We'll get you out of this.

	He returns to the cockpit.  The weather worsens, as the hail
	suddenly pelts the plane, and it comes down hard.  Inside lights
	shut off.   William stares straight ahead, as the cockpit door
	swings open - total chaos visible inside - and then shuts again.

					DICK
			And everyone thinks it's so glamorous
			out here.

					LARRY
				(oddly detached)
			He just told us we're gonna die.

					JEFF
				(insecurities running wild)
			We're gonna crash in Elvis' hometown --

					RUSSELL
			Shut up.

					JEFF
			-- we can't even die in an original
			city!

					RUSSELL
			C'mon Dennis, get us a better city.

	Nervous laughter.  Another sheet of hail hits the plane.

					LESLIE
			Oh my God.

	PUSH IN ON WILLIAM

	Just shaking.  Nearly in tears.   Hyperventilating.

					RUSSELL
			If something should happen.  I love
			all of you.  I don't think we have to
			do the secrets thing.

	The plane shakes.  Now lightening strikes very close.  A
	flashing wall of electricity rolls through the plane and
	evaporates with a burning smell still in the air.  In the
	darkness:

					DENNIS HOPE
			I once hit a man in Dearborn, Michigan.
			A hit-and-run.  I hit him and kept on
			going.  I don't know if he's alive or
			dead, but I'm sorry.

					LESLIE
				(gripped with fear)
			Oh my God.

	The plane wildly rises, and falls.  It stops for a moment.  A
	strange smooth patch.

					DICK
			I love you all too, and you're my
			family.  Especially since Marna left
			me.  But if I ever took an extra dollar
			or two, here and there, it was because
			I knew I'd earned it.

					RUSSELL
			I slept with Marna, Dick.

					JEFF
			I did too.

					LARRY
			I waited until you broke up with her.
			But me too.

					JEFF
			I also slept with Leslie, when you
			were fighting.

					RUSSELL
			You... slept with Jeff?

					LESLIE
			Yes, but it didn't count.  It was the
			summer we decided to be free of all
			rules.

					RUSSELL
				(to Jeff)
			And you say you "love me."

					JEFF
				(the truth)
			I don't love you, man.  I never did.

					RUSSELL
			Please.  Enough.

					JEFF
			NONE of us love you.  You act above
			us.  You ALWAYS HAVE!!

					LARRY
			Finally.  The truth.

					JEFF
			You just held it over us, like you
			light leave... like we're lucky to be
			with you. And we had to live with it.
			I had to live with you, and now I might
			die with you and it's not fucking fair.

	William watches, catatonic.

					RUSSELL
				(to Larry and Ed)
			You hate me?  You too?

	Larry stares at him.  Ed says nothing.

					RUSSELL (cont'd)
			All this love.  All this loyalty.
				(incredulous, giddy)
			And you don't even like me.

					JEFF
			And I'm still in love with you Leslie.

	Bam.  The plane is pulling sideways, and dropping altitude.

					LESLIE
			I don't want to hear anymore.    Shut
			up! Shut up!  Shut up!

					RUSSELL
				(to Jeff)
			Whatever happens, you're dead.

					JEFF
			Don't be self-righteous, Russell, not
			now.  You were sleeping with Penny,
			that groupie.  Last summer, and up
			until yesterday.  Why don't you tell
			Leslie THAT?

	Russell tries to get up and attack him.  The force keeps him
	in his seat.  He yells.  Loud.

					DENNIS
				(freaking out)
			I quit.

	The turbulence worsens.  William finds his mouth saying
	emotional words he cannot control.

					WILLIAM
			"That groupie?"  She was a Band-Aid.
			All she did was love your band.  And
			you all -- you used her, all of you.
			You used her and threw her away.  She
			almost died last night, while you were
			with Bob Dylan.  You're always talking
			about the fans, the fans, the fans.
			She was your biggest fan and you threw
			her away.  And if you can't see that,
			that's your biggest problem.

	Russell and Jeff stare at each other.   The plane is rocking
	very very hard.  Leslie is crying.

					ED
			I'm gay.

	They all turn to the silent drummer.  (It's his first spoken
	dialogue of the movie.)

	Then.

	The plane pops out from below the clouds.  Sunshine spikes
	through the embattled windows of the plane, as they float
	downwards to the city of Tupelo, Mississippi.  A very very
	uneasy silence fills the plane.  No one can look at each other.
	Out bursts the Co-Pilot, giddy with victory.

					CO-PILOT
			Thank God above, WE'RE ALIVE!!   WE'RE
			ALIVE!!  WE'RE GONNA MAKE IT!!

	Shot of all the occupants, ending with Russell.  Suddenly, the
	alternative seems far more attractive.  We hear Rod Stewart's
	"Jo's Lament" as music plays over their still-shocked faces.

	148   INT. TUPELO AIRPORT CORRIDOR -- DAY				148

	Music continues, as they walk together like ghosts in a long
	and very pregnant silence, ignoring the kid.  Everything is
	different now.  The kid peels off and throws up in a dumpster.
	We continue with the band, unhappily moving forward.  William
	hustles back to catch up.  They ignore him.  There are much
	bigger thoughts in play.  No one wants to speak.

					JEFF
			Well, I think we can build on this new
			honesty.

	Boom.  Russell attacks him, and they're pulled apart.  The
	band continues moving forward, arriving at a fork in the airport
	terminals.  William stops.  This is where he must part company.
	He stands at the mouth of the next terminal, as the band
	continues, unaware he's split off.   He watches their backs,
	they've forgotten him.

	Then Russell turns, sensing something missing.  William.  All
	now stop and turn.  Still shell-shocked, they summon a pre-
	occupied but heartfelt goodbye.  William waves.  Music
	continues.

	ON AIRPLANE DEPARTURE SCHEDULE

	William's finger finds San Francisco.

	149   INT. CAB -- SAN FRANCISCO -- DAY					149

	The kid checks the address as he arrives at the MJB Building,
	and its next-door neighbor, the San Francisco headquarters of
	Rolling Stone Magazine.  He still wears the same clothes from
	last night in New York.

	150   INT. ROLLING STONE MAGAZINE -- DAY				150

	William arrives at the front desk, gets the once-over from  a
	friendly RECEPTIONIST, a paragon of new cool.

					RECEPTIONIST
			Leave your package at the desk.

					WILLIAM
			I'm not a messenger.  I'm one of your
			writers.  William Miller.

	He is zombie-tired, with heavy duffel case and his orange bag.

	151   INT. ROLLING STONE OFFICES -- DAY					151

	William walks down the center aisle.  Editors and writers look
	at him, standing at the front of their cubicles to see this
	exhausted 15 year-old writer.  At the end of the aisle, like a
	human finish line, stand Ben Fong-Torres.

					BEN
			You're William Miller?

	The secret emerges not with a bang but with a slight and tired
	nod of the head.

					WILLIAM
			Yep.

					BEN
				(putting it all together)
			Oh baby.

	Ben leads him into the office of Jann Wenner, the editor-
	publisher.

	152   INT. JANN WENNER'S OFFICE -- DAY					152

	William sits.  Editors are feverishly discussing the next issue.
	The big concerns of a national magazine are in the air.
	Everyone is focused and quick.  The conversation is machine-
	gun like. Jann Werner turns to the kid.

					JANN
			We can't run this piece.

	The kid's eyes travel to his story -- a stack of fuzzy-looking
	sheets on the table.

					BEN
			You obviously saw more than you wrote
			about.  After eight days on the road
			with these guys.

					DAVID FELTON
			Didn't anything happen?

					JANN
			And where are you in this piece?  What
			did you want to write?  Because this
			reads like what they wanted you to
			write.

					BEN
			What happened to your highly-touted
			think piece on limitations of a middle-
			level Band in the face of success?

	William sits speechless.  It's sinking in.  Failure.
	Conversation continues at a fast pace:

					JANN
			We can push up Chet's Who cover -

					FACT CHECKER
			Good 'cause it's going to take me three
			days to get through this research.
			It's all handwritten, on little slips.
			Plus, they all refer to woman as
			"chicks." I mean, as a woman I have a
			problem with that.  I know it's a side
			issue.

					DAVID FELTON
				(sympathetic, loquacious)
			It's a "puff piece."  you fell for
			'em.  It happens.  A relationship forms.
			You want them to like you.
				(wistful, chewing cigarette
			holder)
			Happened with me and Charlie Manson.
			He was a very charming... lively...
			charismatic...

	Felton catches himself swooning.  The other are staring at
	him.  He snaps out of it.

					DAVID FELTON (cont'd)
			... mass-murderer.

					WILLIAM
			Please let me finish it.  Give me
			tonight to work on it.

					FACT CHECKER
			Chet's piece is all fact-checked and
			ready.

					JANN
				(to William)
			Get some sleep.  We'll do another story
			sometime.  We'll get you a kill fee.

					FACT CHECKER
			His research is all on little bits of
			paper.  Did I say that?

					WILLIAM
			Ben.  You told me to send what I had.
			It's not finished.

					FACT CHECKER
			That's being charitable.

	Ben looks at the kid, then at Jann.  Jann scans the kid's face
	for a beat, nods.

					JANN
			Let him use the big office.   It's
			where Hunter used to write.

	William rises, gratefully.  He shakes Jann's hand.

					FACT CHECKER
				(pointed re: his age)
			You can type.

					WILLIAM
			Yes.  It took it in grade school.

	153   INT. BIG OFFICE -- NIGHT						153

	William sits in the "big" office.  It's a small white tank.
	After all the sound and fury, there is only the hum of a large
	electric typewriter.  His research, transcripts and some band
	photos sit nearby.  He takes a bite of a candy bar, a sip of
	coffee.  He looks at the phone.

	INT. LESTER BANGS' BEDROOM -- NIGHT

	Crazy jazz is playing.  Lester Bangs on the phone.

					LESTER BANGS
			Aw, man.  You made friends with them!
			See, friendship is the booze they feed
			you.  They want you to get drunk on
			feeling like you belong.

								 INTERCUT:

	INT. ROLLING STONE -- NIGHT

	William in the empty Rolling Stone office.

					WILLIAM
				(ruefully)
			Well, it was fun.

					LESTER BANGS
			They make you feel cool.  And hey.  I
			met you.  You are not "cool."

					WILLIAM
			I know.  Even when I though I was, I
			knew I wasn't.

					LESTER BANGS
			That's because we are uncool!  And
			while women will always be a problem for
			guys like us, most of the great   art in
			the world is about that very problem.
			Good-looking people have no spine!
			Their art never lasts!  They  get the
			girls, but we're smarter.

					WILLIAM
			I can really see that now.

					LESTER BANGS
			Yeah, great art is about conflict and
			pain and guilt and longing and love
			disguised as sex, and sex disguised as
			love... and let's face it, you got a
			big head start.

					WILLIAM
			I'm glad you were home.

					LESTER BANGS
			I'm always home!  I'm uncool!

					WILLIAM
			Me too!

					LESTER BANGS
				(leveling)
			The only true currency in this bankrupt
			world if what we share with someone
			else when we're uncool.

					WILLIAM
				(distraught)
			I feel better

					LESTER
			My advice to you.  I know you think
			those guys are your friends.  You want
			to be a true friend to them?

	William takes a deep breath.  Looks at the research cassettes and
	notebooks.  The empty page.

					LESTER BANGS
			Be honest and unmerciful.
				(beat)
			You're doing great.  Call me later is
			you want.  I'm always up.

	154   INT. ROLLING STONE OUTER OFFICE -- MORNING			154

	Ben Fong-Torres and David Felton look at William's new
	manuscript with great interest.

					FELTON
			Read me the opening line.

					BEN
				(reads aloud)
			"I am flying high over Tupelo,
			Mississippi, with America's hottest
			band, and we are all about to die."

					FELTON
			Mmmmm.
				(as if sampling wine)
			Dark.  Lively.

					BEN
			Yeah, and it gets better.
				(impressed)
			Did this all really happen?

	William sleeps restlessly nearby, mouth agape, sitting upright
	in a plastic chair.

					FACT CHECKER
				(jealously reaches for
			manuscript)
			Give it to me.  I'll call and check
			the quotes.

	155   INT. NEW TOUR BUS -- DAY						 155

	The band rides in a new tour bus.  The palpable tone in the
	air is -- PANIC.

					JEFF
			Look.  Let's just piece together our
			information...  because the fact-checker
			asked us all about different parts of
			the story.

					TONY
			What did he write about?  What's he
			using?

					JEFF
			It.  All.  He's using it all.

					RUSSELL
			So what?

					JEFF
			So what?
				(beat)
			We come off like amateurs... some
			average band...  trying to come to
			grips, jealous and fighting and breaking
			up - we're buffoons!

					RUSSELL
			Maybe we just don't see ourselves the
			way we really are.

					JEFF
			He was supposed to be our friend.

					RUSSELL
				(ruefully, remembering)
			I told him to write what he wanted.

	All eyes look to Russell.

					TONY
				(to Russell)
			By the way, he has you on acid,
			screaming "I Am A Golden God" from a
			fan's rooftop.

					RUSSELL
				(immediately remembering)
			Oh my God.

					JEFF
			They used him to fuck us.

					RUSSELL
				(still back at "Golden
			God")
			I didn't say "Golden God."  Or did I?

					DICK
			We never took him seriously, and now
			it's serious.

					RUSSELL
			I liked him as a person.

					JEFF
			He was never a "person!"  He was a
			journalist!

	Russell nods.  He looks at Silent Ed, drumming soundlessly on
	a rubber pad.

					RUSSELL
			You.  You had the right idea all along.

	Ed silently nods thanks.

					DENNIS HOPE
				(nervously)
			How about the plane flight?

					DICK
			It's all in there.  But don't worry,
			it's all unspecific who say what.  No
			names are mentioned in the more
			embarrassing sequences, it's just
			completely obvious who's who!  We're
			fucked!

	Silence.

					RUSSELL
			I forgot he was there.

					DENNIS HOPE
			Well, they haven't talked to Russell -
			he can always deny the key stuff to
			the fact checker.  Then they can't
			print it.

					JEFF
				(brightening)
			Is that true?

					DENNIS HOPE
			It's war, my friend.  If you'd met me
			earlier, he would have never been on the
			around.

	Dennis hands Russell the phone.

					DENNIS HOPE (cont'd)
			He'll live.

	156   INT. ROLLING STONE OFFICES -- DAY					156

	William is still being congratulated by his new peers.  We see
	him woozy but beaming, as Allison the Fact Checker comes out
	of her office, waving the manuscript.  She works her way through
	the cluster of editors.

					FACT CHECKER
			The band just denied 90% of the story.
			It's a fabrication.

	Everyone looks at William, who is speechless and confused.
	Their congratulations stop on a dime.  The fact checker can't
	resist twisting the knife a little.

					FACT CHECKER (cont'd)
			You weren't honest.  And worse, you
			wasted our time.

					WILLIAM
			Did you talk to Russell?

					FACT CHECKER
			Russell Hammond is the one who denied
			it.

					BEN
				(darkly)
			Crazy.

					FACT CHECKER
				(one last shot, to William)
			We're going with the Who - !

	The kid has been sandbagged.  The machine of a big-time magazine
	whirs into action on another story, as the cluster moves down
	the hall.

					SOMEONE'S VOICE
			He's just some fan... what did you
			expect?

	William sits there, as only David Felton stay behind,
	brandishing his cigarette-holder.  He sits down next to the
	kid.

					FELTON
			Well, I believe you.

	He looks at the kid, decides to offer a personal parable.

					FELTON (cont'd)
			Jim Morrison once came to my house and
			drank a beer.  The beer is still on my
			mantle.  I'm 35 years old with Jim
			Morrison's beer as a shrine.  I wanted
			to be Earnest Hemingway.  Instead.  I
			have Jim Morrison's beer.
				(shrugs, he's learned to
			live with it)
			If you didn't make your story up, good
			for you.  If you did make it up... good
			for you.

	The kid looks at him, too tired and still in shock.

					FELTON (cont'd)
			Say something, so I know you're alive.

					WILLIAM
			Goodbye.

	He exits.

					FELTON
			Powerful  word.  Strong.  Final.

	157   INT. BACKSTAGE CREW MEAL - NIGHT					157

	Russell Hammond sits down on a plastic chair with a paper-plate
	filled with buffet-style food - steak and baked potato.
	Preoccupied, and several seats away from other crew members.
	He drinks a glass of milk.   Out old friend Sapphire takes the
	seat next to him, holding a skimpy paper plate of vegetables.

					RUSSELL
			I feel bad.

					SAPPHIRE
			Well, at least you feel.  That puts
			you in a higher class of asshole.

	They eat in silence.  Sapphire looks around.  The new breed of
	groupies eye her, as they cruise Russell on the periphery.
	They're bolder, flashier.  She eyes them back with seniority.

					RUSSELL
			What did I do?

					SAPPHIRE
			Well - you can do what the big boys
			do.
				(he looks at her)
			Nothing.

					RUSSELL
			Yeah.

	The girls still circle Russell nearby.  He's unaware.

					SAPPHIRE
			You believe these new girls?  None of
			'em take birth control, and they eat
			all the steak.

	She looks sadly at her plate of vegetables.  An ever-sharp
	mind in last night's clothes, she commands Russell's respect.

					SAPPHIRE (cont'd)
			They don't even know what it id to be
			a fan!  To blindly love some silly
			piece of music... or some band so much
			that it hurts... please,  they're all
			just after the money.  Shoo --
				(in their direction)
			Go rob a bank!  It's more honest!

					RUSSELL
			Is Penny okay?

					SAPPHIRE
			The Quaalude Incident.  Yeah, it wasn't
			pretty.  She could have died.  I always
			warned her about letting too many guys
			fall in love with her.  I guess I was
			wrong.
				(shrugs)
			On of 'em saved her life.

	Russell nods.

					RUSSELL
			Well, it's finally over with Leslie.
			I'm going to call her.

					SAPPHIRE
			Let her retire.
				(he doesn't respond)
			You want to lock her up in a house in
			Michigan?  Please.
				(he doesn't respond)
			Write her a song someday.  She deserves
			it.  Something about that girl brought
			out the best in a lot of...
				(looks around backstage)
			... pretty average people.  She deserves
			it...

	Russell stares into his crew meal, nodding a little.

					SAPPHIRE (cont'd)
				(forward thinking)
			... because something tells me twenty
			years from now, we'll remember her...
			and not much else.

	Russell smiles to himself, knows it's true.  Dick passes,
	placing hands on Russell's shoulders, massaging a little.

					DICK
			Have a good vacation.  I hope the band
			stays together.  Before it all went
			down the shitter, it was starting to
			get really good.

	Dick claps Russell on the back, and moves on.  He turns to
	Sapphire.

					RUSSELL
			I'm not going to blame myself.  I do
			make people happy.  They just shouldn't
			get to know me... 'cause it appears to
			spoil everything.

					SAPPHIRE
			Don't be so easy on yourself.

					RUSSELL
			What gives you the right to get this
			personal with me.

					SAPPHIRE
			Let's not reminisce.

	158   INT. SAN FRANCISCO AIRPORT -- NIGHT				158

	William moves like a zombie through the airport, and collapses
	in a seat.  He sits still in the crowded flow of human traffic.
	A cluster of Flight Attendants pass.  One stops, a stylish young
	woman wearing a tall bubble-shaped PSA hat with swirling colors.

					ANITA
			William?

	He looks at her.  He feels like he's on Mars, and she looks
	like a Martian.

					ANITA (cont'd)
			You guys this is my brother!

					MALE FLIGHT ATTENDANT
				(ad if meeting a celebrity)
			"The Narc?!"

	William looks woefully at them, like a dog who's been hit by a
	car.

					ANITA
			You guys, I'll deadhead back later.  I
			think I'm needed.

					MALE FLIGHT ATTENDANT
			Nice to finally meet you.

					FEMALE ATTENDANT
			You have a good day!

	Anita looks in her brother's face.

					ANITA
			You look awful, but that's great.
			You're living your life!  You're finally
			free of... her.

					WILLIAM
			Yeah.

					ANITA
			Hey.  I'll take off work.  Let's have
			an adventure together.  You and me,
			finally.  Anywhere you want to go.
			Anywhere in the world.

	159   EXT. WILLIAM'S HOME -- DAY					159

	William whistles the family whistle.  Sister and brother trudge
	up the steps.

					ANITA
			This is not my idea of a good time.

					WILLIAM
			Just get me to my bed.

					ANITA
				(resigned)
			I'll deal with her.

	William whistles again.  Mom meets them at the door.  She looks
	at her trashed son who has finally come home.  For the first
	time, she hugs Anita first, and it's not lost on Anita.

	It's a clumsy neck-hug, neither wanting to commit.  The kid
	passes to his Mother's left, with suitcase, intentionally
	nudging her into his sister.  Anita takes this as an aggressive
	act of love, and hugs her mother back.  Tears stream down Mom's
	face.  Their cheeks touch. Mom pulls away, and sees her own
	tears on Anita's face.  Thinking that she's also crying, she
	grabs a tissue for them both.

	160   INT. ELAINE'S HOUSE -- CONTINUOUS					160

	The kid stands in the hallway listening, shaking his head,
	poised to enter his room, unseen by them.

					ANITA
				(so worried)
			What are we going to do about him?

					ELAINE
			I don't know.  Whatever happened to him, I
			just wish it could have happened to me.

					ANITA
			The magazine killed his story.

	Now they really hug, Anita gulping back real tears.  William
	watches them bonding over the oddest thing - his failure.
	William goes into the bedroom, the final three feet to sleep,
	and shuts the door.  A hand places a hotel sign on the door -
	DO NOT DISTURB.  Slight push in.

	ON BED

	He collapses with all his clothes on, almost instantly asleep.  His
	walls, just as he left them, boast a pantheon of rock heroes...
	with a very lonely Abraham Lincoln (or Atticus Finch)  in the center.

	161   INT. ROLLING STONE OFFICES -- DAY					161

	The elevator doors ding open, and out walks Russell Hammond.
	The Secretary has just finished answering the phone, "Straight
	Arrow Publishers."  She puts the caller on hold.

					RUSSELL
			Hi, I'm Russel Hammond.

					SECRETARY
			You're here regarding?

					RUSSELL
			My life.

	162   INT. EDITORIAL OFFICE - DAY					162

	Russell stands with the editors, observing the fine portraits
	on the walls.  He's behind enemy lines, and he knows it.
	Everything in the room fascinates him.

					RUSSELL
			I don't care what happens.  I don't
			care if you put us on the cover.  But
			you sent us a kid and... and he was a
			fan.   And we all made friends with
			him - absolutely, to get a good story.
			But then we actually liked him.  We
			thought he's... show us our lives in
			some mythic way and I guess... we're
			not mythic.  We panicked.

					JANN
			You denied most of the story.

					RUSSELL
			Yeah, well, here's the problem with
			the truth.  It's too true -

					BEN
			Well, we appreciate the visit.  The
			last time an artist came here, it was
			Buddy Miles and he punched me.

					RUSSELL
			I'm not punching anybody.  I am
			personally, as of 2 pm yesterday, on a
			voyage of self-reinvention.  This is
			about William Miller.
				(counting off fingers)
			He lives with us, he lost his virginity,
			he saw us at our worst, appreciated
			our best, he saved two lives, including
			mine... he smuggled about a half-pound
			of pot into Boston, and we never even
			told him -

	Nearby, David Felton looks at another editor, raising an
	eyebrow.

					RUSSELL (cont'd)
			-- we told him too much, we told him
			everything...  He almost died with us
			over Tupelo... if the band survives
			him, it'll be a miracle... but you
			know, he tried to keep up, and that's
			a journalist to me.

					JANN
			It's too late.  We're going with a
			different cover.

					RUSSELL
				(immediately)
			Thank God.

	But Russell looks around at the numerous portraits if dead
	legendary rock stars, fixing on the one photo closest to all of
	them, a very vulnerable-looking Janis Joplin.  A second thought.

					RUSSELL (cont'd)
			You tell me it's too late.  But I could
			go back to my hotel room and... and
			O.D. tonight and something tells me
			you'd find a way to put me on the cover
			of the next issue.  Am I right?

	He looks at their faces.  They cannot disagree.

					RUSSELL (cont'd)
			I'm learning the game.
				(beat, shrug)
			We fucked up.  We made friends with him.

					BEN
			Next time we'll all be more
			professional.

					RUSSELL
			Maybe so.
				(beat, an odd thought)
			But God forbid, the day comes when
			selling yourself is as important as
			the music you make.
				(rueful, to Hendrix on the
			wall)
			You might have died at the right time,
			my friend.

					JANN
			Thank you for visiting.  Good luck.

					RUSSELL
			Do what you want, but the story is
			true.

	LONG SHOT RUSSELL

	at the entrance.  Raises his hand.

					RUSSELL (cont'd)
			Good evening!

	162A  EXT. SAN FRANCISCO - DAY						162A

	Russell stands outside, a traveling man with no where to go.
	Oddly, and in a way that surprises him, the world begins to
	speak to him again... little noises everywhere, turning into a
	music of its own.  It's a beautiful and compelling "silence."
	He thrusts his hands deep in his pockets, and takes a breath
	of life.  His head filling again with the music of the world,
	he begins to walk down the street.  Very naturally, and quite
	randomly, he is noticed by young passersby.  They can't help
	it.  He looks like a star.  They can't quite figure out who it
	is, but it's someone, and they begin to follow him down the
	street.   Unbeknownst to him as he walks along, deep in thought,
	a small crowd begins to form... following him.

	163   INT. BREAKFAST TABLE - DAY					163

	A quiet kitchen.  Anita has been cooking.  A substantial
	breakfast has been placed on the table.  Sausage, orange
	juice... and now Anita sets down a plate of pancakes, with
	syrup and butter, in front of her mother.  William watches his
	mother facing an old enemy - white sugar.

					ANITA
			They're called pancakes.  Who knows
			when we'll be together again.  Splurge.
			It's what most people call breakfast.

	Mom looks at her children, and takes a breath.

					ELAINE
			I went through your records.  And I
			found a song to play for you.

	She goes to the stereo and puts on a record.  The two children
	eye each other - what's coming next?  (Song to be chosen)
	The two kids eye each other again.  Self-consciously avoiding
	their gaze, Mom sits and toys with her breakfast.  It's a song
	she clearly wants them to hear.  It's a song from the heart.
	They look at her, amazed.  Elaine looks up, regards her family.
	Somehow they're back at this table.  They continue eating
	breakfast.

	164   ON SIDEWALK							164

	Bam.  A bundle of bound Rolling Stone Magazines lands on the
	newsstand pavement with a thud.  Someone reaches in to cut the
	cord, as the magazines puff up into view.  It's the new issue,
	with Russell Hammond on the cover.  The title: Stillwater Runs
	Deep.  Just another stack of magazines waiting to be places in
	the racks.

									FADE OUT

	Music segues to Led Zeppelin's "Four Sticks."  Penny Lane's
	sleeping Polaroid shots of our characters, featuring a few
	self-portraits.

					THE END