BEING JOHN MALKOVICH A Screenplay by Charlie Kaufman



			 BEING JOHN MALKOVICH

		   A Screenplay by Charlie Kaufman



	INT. CHEERLESS ROOM - DAY

	The room is bare, dusty. A ceiling fan turns. The 
	wall clock ticks. Craig, 30 years old and small, sits at
	a collapsible card table. The only item on the table is a
	book. Craig picks it up, looks at the jacket. It's entitled
	"Sit." Craig opens the book. It reads: "sit sit sit sit
	sit..." over and over, page after page. Craig closes the
	book. He begins to stand, but thinks better of it, sighs.
	He looks at the book again. It is now entitled "Die."  He
	opens it up.  "die die die die die..."  A rooster crows.


									CUT TO:


	INT. CRAIG AND LOTTE'S BEDROOM - MORNING

	Craig jolts awake. A rooster stands on Craig's chest,
	crowing. Lotte, also 30, in the middle of dressing for 
	work, hurries in and pulls the bird from Craig's chest.


				 LOTTE
		    Sorry, hon. I didn't know Orrin
		    Hatch was out of his pen. Good
		    morning.


	Lotte leans down and kisses Craig on the forehead.

				 CRAIG
		    Morning.

				 LOTTE
		    Gotta run. Shipment of grub worms
		    coming in first thing.

				 CRAIG
		    Enjoy.

				 LOTTE
		    Craig, listen, honey, I've been
		    thinking... maybe you'd feel better
		    if you got, you know, a job or
		    something.

				 CRAIG
		    We've been over this. Nobody's
		    looking for a puppeteer in today's
		    wintry economic climate.

				 LOTTE
		    Well, you know, maybe something else
		    until this whole puppet thing turns
		    around.

				 CRAIG
			    (bitterly)
		    The Great Mantini doesn't need a day
		    job.

				 LOTTE
			    (sighs)
		    Craig, everyone can't be Derek Mantini.
			    (beat)
		    Well, grub worms are waiting. Do me
		    a favor?

				 CRAIG
		    What?

				 LOTTE
		    Would you check in on Elijah? He seems
		    to be a little under the weather this
		    morning.

				 CRAIG
		    Which one is Elijah again?

				 LOTTE
		    The monkey.

				 CRAIG
		    Yeah. Okay.

									CUT TO:

	INT. CRAIG AND LOTTE' S GARAGE - MORNING

	The place is a mess. Vivaldi blasts through cheap speakers.
	A small marionette stage stands in the back of the garage.
	The stage is lit and on it is a finely sculpted puppet 
	version of Craig. The "Craig" puppet paces back and forth, 
	wringing its hands with incredible subtlety. We see Craig,
	above and behind the stage. He is manipulating the puppet.
	His fingers move fast and furious. The puppet breaks into
	a dance, a beautiful and intricate balletic piece. Soon the
	puppet is leaping and tumbling through space, moves that one
	would think impossible for a marionette. Sweat appears on
	the real Craigs brow. His fingers move like lightning. The
	puppet moves faster and faster. Sweat appears on the puppet's
	brow. We see that the sweat is being piped from a special
	device that the real Craig controls. The Craig puppet
	collapses on the floor of the stage. It puts its hands up to
	its face and weeps. Craig hangs the puppet, and comes down
	around the front of the stage. He is heaving. He switches
	off the music, picks up a beer and takes a swig.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - DAY

	The room is filled with penned and unpenned animals of all
	kinds: snakes, lizards, birds, a dog, cats, etc. Craig sits
	on the couch and looks at the want ads, the TV is on in the 
	background. Elijah, the monkey, sits next to Craig holding
	his stomach and moaning weakly. On the TV, Derek Mantini is
	working a 60 foot high marionette from the top of a water tower.
	The assembled crowd is enthralled.


				 TV ANNOUNCER
		    The crowd is enthralled as Derek
		    Mantini, arguably the greatest
		    puppeteer in the history of the 
		    world, performs "The Belle of
		    Amherst" with his 60 foot Emily
		    Dickinson puppet, directed by the
		    inimitable Charles Nelson Reilly.

	Charles Nelson Reilly floats by in a hot air balloon.

				 CHARLES NELSON REILLY
		    Beautiful, beautiful! Nyong-nyong.

				 CRAIG
		    Gimmicky bastard.

	Craig switches off the TV. He comes across an ad for a
	female puppeteer to teach at a girls school. Craig rubs 
	his chin in thought, then stands with great determination. 


	MUSIC IN: TRIUMPHANT

									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - DAY

	Craig searches through Lotte's closet, looking for the
	right dress.

									CUT TO:

	INT. CRAIG AND LOTTE'S BATHROOM - DAY

	Craig waxes his body, shaves his face.

									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - DAY

	Craig paints his nails while he chats on the phone. Craig
	pulls stockings and underwear from Lotte's drawer. Craig 
	picks a wig from a mannequin head on Lotte's dressing table. 


									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - DAY

	Craig, at the sewing machine, is sewing padding to go onto
	his chest and around his hips.

									CUT TO:

	INT. CRAIG AND LOTTE'S BATHROOM - DAY

	Craig applies make up in the bathroom mirror. 


									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - DAY

	Craig, now looking very much like a woman, admires himself
	in the full length mirror.

									CUT TO:

	EXT. STREET - DAY

	Craig hails a taxi in his get-up. Men on the street turn
	and leer at him.

									CUT TO:

	INT. HEADMISTRESSS OFFICE - DAY

	Craig and the headmistress chat over tea. Craig is quite
	animated and charming. The admiring headmistress smiles 
	and nods her head in approval.

									CUT TO:

	INT. CLASSROOM - DAY

	Craig instructs a class of uniformed girls. He draws
	complex diagrams of puppets on the blackboard. The
	students are transfixed, except for one troubled girl who
	eyes Craig sullenly from the back of the room as she plays
	with a switchblade.

									CUT TO:

	INT. THEATER - DAY

	Craig guides the hands of the troubled teenage girl, who
	is trying to manipulate a marionette. The girl looks up
	at Craig. Her tough facade crumbles and she smiles. Craig 
	smiles back.

									CUT TO:

	EXT. SCHOOL GROUNDS - DAY

	The girls carry Craig on their shoulders. Everyone is joyous.

									CUT TO:

	EXT. COUNTRY ROAD - DAY

	Craig leads the girls in a bike race. Everyone is laughing
	and screaming. One of the girls notices that Craig is
	riding a man's bike.

	MUSIC OUT.

									CUT TO:

	INT. JAIL CELL - NIGHT

	Craig sits in a holding cell with several other men. He is
	still in the dress, but the wig is in his lap and the
	make-up is smeared off. Lotte appears with a cop outside
	Craig's cell. The door is opened, and Craig, Lotte, and
	the cop head down the hall.

									CUT TO:

	INT. CAR - NIGHT

	Lotte drives. Craig looks out the window. Both are silent.

				 LOTTE
			    (finally)
		    Is the trial date set?

				 CRAIG
		    May 11th.

       More silence.

				 LOTTE
		    Why'd you do it, Craig?

				 CRAIG
		    I'm a puppeteer.

	They drive in silence.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - MORNING

	Craig sits on the couch in his bathrobe and studies the
	want ads. He sees an ad for a company called "WOMYN-TEERS", 
	looking for "an African-American, Lesbian Separatist
	Puppeteer for Community Outreach." Craig rubs his chin in
	thought, stands with determination.


	MUSIC IN: SAME AS BEFORE.

									CUT TO:

	INT. CRAIG AND LOTTE'S BATHROOM - MORNING

	Craig applies a dark pancake make-up to his face.

									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - MORNING

	Craig pulls an afro-style wig off a mannequin head on
	Lotte's dressing table.

									CUT TO:

	EXT. STREET - MORNING

	Craig, now made up to look like a black, lesbian
	separatist, hails a cab. Women look at him longingly.

									CUT TO:

	INT. CAR - NIGHT

	Craig, dressed as the black lesbian and beaten to a pulp.
	sits in the passenger seat. Lotte drives.

				 LOTTE
			    (finally)
		    Why, Craig. why?

				 CRAIG
			    (through fat lip)
		    I... puppeteer.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - DAY

	Craig reads the paper. He comes across an ad: "Female
	puppeteer wanted for nudist colony marionette staging of
	'Oh, Calcutta!'"  Craig rubs his chin.

									CUT TO:

	INT. CAR - NIGHT

	Craig sits in the passenger seat. He is made up as a
	woman and wears a full-body rubber "naked woman" suit.
	Lotte drives.

				 LOTTE
			    (finally)
		    You know, maybe you should speak to
		    someone about this.

									CUT TO:

	INT. CRAIG AND LOTTE' S LIVING ROOM - DAY

	Craig sees a personal ad: "Male puppeteer looking for
	attractive female puppeteer for friendship, travel, and
	much much more."  Craig rubs his chin, then thinks better
	of it and sighs. He finds a want ad calling for a
	"short-statured file clerk with unusually nimble and
	dexterous fingers needed for speed filing."  Craig writes
	down the address.

									CUT TO:

	INT. OFFICE BUILDING LOBBY - DAY

	Craig. in sport coat and tie, studies the business listings
	board. He finds LesterCorp, and sees that it is located on
	floor 7 1/2. Craig presses the elevator button and waits.
	Another man comes and waits next to him. The doors open,
	and Craig and the other man get in.

									CUT TO:

	INT. ELEVATOR - CONTINUOUS

	The other man presses "9." Craig studies the buttons. There
	is no "7 1/2."

				 WOMAN #1
		    Seven and a half, right?

				 CRAIG
		    Uh. yeah.

				 WOMAN #1
		    I'll take you through it.

	The man picks up a crowbar leaning in the corner. He
	watches the floor numbers light up in succession. After
	"7" and before "8", the man hits the emergency stop button.
	The elevator slams to a halt. The man pries open the doors
	with the crowbar. Revealed is a standard office building
	hallway, except that from floor to ceiling it is only about
	four feet high. Everything is scaled down accordingly.
	The number on the wall across from the elevator is 7 1/2.

				 WOMAN #1
		    Seven and a half.

				 CRAIG
		    Thank you.

	Craig climbs out onto the 7 1/2 floor.

									CUT TO:

	INT. SEVEN AND A HALF FLOOR - CONTINUOUS

	Craig, hunched-over, makes his way down the hallway
	looking for LesterCorp. He passes a hunched-over man
	walking in the other direction. They nod to each other.
	Craig finds a door marked "LesterCorp - Meeting America's
	Filing Needs Since 1922."  He enters.

									CUT TO:

	INT. LESTERCORP RECEPTION AREA - CONTINUOUS

	All furniture is scaled down to fit into this low-ceilinged
	space. A few other short men sit reading tiny magazines.
	Craig approaches Floris, the receptionist.

				 FLORIS
		    Welcome to LesterCorp. May we meet
		    your filing needs?

				 CRAIG
		    No, uh, my name is Craig Schwartz.
		    I have an interview with Mr. Lester.

				 FLORIS
		    Please have a seat, Mr. Juarez...

				 CRAIG
		    Schwartz.

				 FLORIS
		    Pardon?

				 CRAIG
		    Schwartz.

				 FLORIS
		    I'm sorry, I'm afraid I have no idea
		    what you're saying right now.

				 CRAIG
		    My name is Schwartz.

				 FLORIS
		    Money, Miss Warts?

				 CRAIG
		    Forget it.

	Craig takes a seat next to the other applicants.

				 FLORIS
			    (calling across the room)
		    Fork ah did?

	The intercom buzzes. Floris picks it up.

				 FLORIS
			    (to Craig)
		    Mr. Juarez?

				 CRAIG
		    Yes?

				 FLORIS
		    Yex?

				 CRAIG
		    I said "yes."

				 FLORIS
		    You suggest what? I have no time for
		    piddling suggestions from mumbling job
		    applicants, my good man. Besides, Dr.
		    Lester will see you now. I think
		    that's what he said.

	Craig stands, opens Lester's door, and enters.

									CUT TO:

	INT. LESTER'S OFFICE - CONTINUOUS

	Craig enters. Lester, a giant of an old man, sits hunched
	behind his tiny desk.

				 LESTER
		    Come in, Mr. Juarez. I'd stand, but,
		    well, you know.

				 CRAIG
			    (extending his hand)
		    Actually, my name is Craig Schwartz,
		    Dr. Lester.

	Lester flips an intercom switch.

				 LESTER
		    Security.

				 CRAIG
		    No, it's okay, sir. Just a mixup with
		    your secretary.

				 LESTER
		    She's not my secretary. She's what
		    they call an executive liaison, and
		    I'm not banging her, if that's what
		    youre implying.

				 CRAIG
		    Not at all, Dr. Lester. I simply
		    misspoke.

				 LESTER
		    Tell me, Dr. Schwartz, what do you
		    feel you can bring to LesterCorp?

				 CRAIG
		    Well, sir, I'm an excellent filer.

				 LESTER
			    (crafty)
		    You think so, eh? Which comes first,
		    L or... Glooph?	

				 CRAIG	
		    Glooph is not a letter, sir.	

				 LESTER	
		    Damn, you are good. I tried to trick
		    you. Okay, put these in order.

	Lester hands Craig a bunch of index cards. Craig orders
	them with amazing speed and dexterity. Lester watches,
	eyes wide.

				 LESTER (CONT'D)
			    (flips intercom switch)
		    Floris, get Guinness on the phone.

				 FLORIS (O.S.)
		    Gehginnis ondah foam?

				 LESTER
		    Forget it.

				 FLORIS (CONT'D)
		    Fork ah did?

				 LESTER
			    (flips off switch)
		    Fine woman, Floris. I don't know how
		    she puts up with this damn speech
		    impediment of mine.

				 CRAIG
		    You don't have a speech impediment,
		    Dr. Lester.

				 LESTER
		    Flattery will get you everywhere,
		    my boy. But I'm afraid I have to
		    trust Floris on this one. You see,
		    she has her doctorate in speech
		    impedimentology from Case Western.
		    Perhaps you've read her memoirs,
		    "I can't understand a word any of
		    you are saying."

				 CRAIG
		    No.

				 LESTER
		    Pity, it tells it like it is.
		    That's why the eastern, read Jewish,
		    publishing establishment won't touch
		    it. That's a quote from the book
		    jacket. George Will, I think.
			    (beat)
		    I apologize if you can't understan
		    a word I'm saying, Dr. Schwartz.

				 CRAIG
		    No. I understand perfectly.

				 LESTER
			    (choking up)
		    Thank you for being kind enough to
		    lie. You see, I've been very lonely
		    in my isolated tower of
		    indecipherable speech. You're hired.
		    Any questions?

				 CRAIG
		    Just one. Why is this floor so short?

				 LESTER
		    Low overhead, m'boy. We pass the
		    savings on to you.
			    (laughs heartily)
		    But seriously, that's all covered in
		    orientation.

									CUT TO:

	INT. ORIENTATION ROOM - DAY

	It's a small screening room with red velvet seats. There
	are a few people scattered about the squat theater. Craig
	is among them. He looks around the room and his eyes rest
	momentarily on Maxine. She is in her late 20's with close
	cropped black hair. Her eyes are opaque, her face
	expressionless, her countenance trance-like. She glances
	over at Craig, then turns back to the screen. The lights
	dim. A projector whirs and the screen is illuminated.

									CUT TO:

	EXT. OFFICE BUILDING - DAY

	We tilt up the building.

	MUSIC:	Perky Industrial Film Music.

	TITLE:	The 7 1/2 Floor

				 NARRATOR (0.S.)
		    Welcome to the 7 1/2 floor of the
		    Mertin-Flemmer building. As you
		    will now be spending your work day
		    here, it is important that you learn
		    a bit about the history of this
		    famous floor.

									DISSOLVE TO:


	INT. 7 1/2 FLOOR - DAY

	Don and Wendy, two office workers, crouch in the hall and
	chat. Both hold cups of coffee.

				 WENDY
		    Hello, Don.

				 DON
		    Hello. Wendy.

				 WENDY
		    Don, I was wondering, do you know
		    why our workplace has such low
		    ceilings?

				 DON
		    It's an interesting story, Wendy.
		    Many years ago in the late 1800's,
		    James Mertin, an Irish ship captain
		    looking to invest in the future of
		    our great country, came to this town
		    and decided to erect an office
		    building.

									CUT TO:

	OLD FOOTAGE OF CONSTRUCTION CREW WORKING.

				 DON (CONT'D) (V.0.)
		    He would call this building the
		    Mertin-Flemmer Building, after
		    himself and someone else, who, local
		    legend has it, was named Flemmer.

									CUT TO:

	INT. 19TH CENTURY OFFICE - DAY

	An actor playing Mertin sits at a desk and writes with
	aquill. He appears very stern and has mutton chop
	sideburns.

				 DON (CONT'D) (V.0.)
		    One day. Captain Mertin received an
		    unexpected visitor.

	There is a knock at the door.

				 MERTIN
		    Enter ye, if ye dare enter.

	A tiny woman enters.

				 TINY WOMAN
		    Captain Mertin?

				 MERTIN
		    What want ye, girl child?

				 TINY WOMAN
		    I am not a child, Captain Mertin,
		    but rather an adult lady of miniature
		    proportions.

				 MERTIN
			    (taken aback)
		    I see. Well, it is not my fault that
		    thou art tiny. So if it is charity
		    yer after, then be gone with ye,
		    ye foul demon.

				 TINY WOMAN
		    I am not asking for alms, but rather
		    the ear of a kind man with a noble
		    heart.

				 MERTIN
			    (sighs)
		    Aye. Speak then if ye must.

				 TINY WOMAN
		    Captain Mertin, surely I am a
		    God-fearing Christian woman like
		    yourself, but alas, I am afraid that
		    the world was not built with me in
		    mind. Door knobs are too high, chairs
		    are unwieldy, high-ceilinged rooms
		    mock my stature. Nor am I a marrie
		    lady, Captain. after all, who would
		    marry a person of my diminutiveness?
		    So I am forced to work for my few
		    pennies a week as an optometrist.
		    Why cannot there be a place for me
		    to work safe and comfortable?

	Mertin wipes a tear from his eye.

				 MERTIN
		    Woman, your story moves me like n
		    other. Me own sister was tiny and
		    then died. Therefore, I shall make
		    ye me wife. And I shall build a
		    floor in my building, between the
		    7th and 8th, which will be scaled
		    down, so from now on there shall
		    be at least one place on God's green
		    Earth that you and your accursed
		    kind can live in peace...

									DISSOLVE TO:

	INT. HALLWAY 7 1/2 FLOOR - DAY

	Don And Wendy crouch and talk.

				 DON
		    So that's the story of 7 1/2. Since
		    the rents are considerably lower
		    this floor has been adopted by
		    businesses which for one reason
		    or another are forced to cut corners
		    After all... the overhead is low!
		    Ha ha ha!

				 WENDY
		    Ha ha ha!

	TITLE:	The End

									CUT TO:

	INT. ORIENTATION ROOM - DAY

	The screen goes dark. The lights go up. Craig looks over
	at Maxine. She stands and walks past him.

				 CRAIG
		    Moving story.

				 MAXINE
		    Yes. Unfortunately it's bullshit.
		    The real story of 7 1/2 is so evil
		    that it could never be revealed
		    to Americans raised on sitcoms and
		    happy news anchors.

				 CRAIG
		    Is that true?

				 MAXINE
		    Well, truth is for suckers, isn't
		    it?.

				 CRAIG
		    Listen. I'm Craig Schwartz, just
		    starting out at LesterCorp.

				 MAXINE
		    How dreary - to be - Somebody /
		    How public - like a Frog /
		    To tell one's name - the livelong June /
		    To an admiring Bog!

				 CRAIG
			    (proudly)
		    Emily Dickinson.

				 MAXINE
		    I wouldn't know.

	Maxine walks away.

									CUT TO:


	INT. CRAIG AND LOTTE' S KITCHEN - NIGHT

	Lotte chops onions. A parrot sits on her head. Craig stirs
	a pot on the stove. A monkey leaps from the top of the
	cabinet to the top of the refrigerator to the kitchen table.
	A dog watches the monkey and barks at it.

				 PARROT
		    Shut up! Shut up! Shut up!

				 CRAIG
		    Shut up!

				 LOTTE
			    (to Craig)
		    Sorry, honey.

	The dog continues to bark.

				 PARROT
		    Sorry honey. Sorry honey.

	An offscreen neighbor pounds the wall.

				 NEIGHBOR (0.S.)
		    Shut up!

				 LOTTE
			    (yelling)
		    Sorry!

	Lotte grabs the parrot off her head and leaves the room.

				 PARROT (0.S.)
		    Help! She's locking me in a cage!

	Lotte reenters.

				 LOTTE
		    Isn't that cute? I just taught her
		    that.

				 CRAIG
		    Adorable. What time are they supposed
		    to be here?

				 LOTTE
		    Seven-ish

				 CRAIG
		    We have to make it an early night.

				 LOTTE
		    They'll understand. Besides I've got
		    a morning appointment tomorrow with
		    Elijah's shrink. We're getting to the
		    bottom of this acid stomach.

				 CRAIG
			    (not paying attention)
		    Hmmm.

				 LOTTE
		    Some sort of childhood trauma, she
		    thinks. Possible feelings of
		    inadequacy as a chimp. Interesting,
		    huh?

				 CRAIG
		    Hmmm.

	The doorbell rings. The dog barks. The parrot screams.
	The neighbor pounds on the wall.

									DISSOLVE TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT

	The dining room table is set up. Craig and Lotte and their
	friends Peter and Gloria are seated and eating dinner. There
	is an obvious lull in the conversation.

				 PETER
		    Good food, Lotte.

				 LOTTE
		    Thanks. Craig helped, too, by the
		    way.

				 PETER
		    Vegetarian, right?

				 LOTTE
		    Yes. All vegetable. all the time.

				 PETER
		    Amazing.

	There is another lull. Everyone eats.

				 PETER (CONT'D)
		    No kidding about that 7 1/2 floor.
		    Craig?

				 CRAIG
		    No kidding, Peter.

				 GLORIA
		    That's great. It almost sounds like
		    make-believe.
			    (beat)
		    Like a storybook.
			    (beat)
		    like a fairy tale.
			    (beat)
		    It's really great.
			    (beat)
		    So Lotte, when you say all vegetable,
		    do you mean all vegetable entire1y?

									CUT TO:

	INT. PETER AND GLORIA'S CAR - NIGHT

	Gloria and Peter drive in silence.

				 GLORIA
		    Lotte told me that Eskimos have a
		    lot of words for snow.

				 PETER
		    How many?

				 GLORIA
		    Ten, I think.

				 PETER
		    I wonder why so many.

				 GLORIA
		    Because they have a lot of snow.
		    Isn't that interesting?

									CUT TO:

	INT. CRAIG AND LOTTE'S KITCHEN - NIGHT

	Craig washes the dishes. Lotte dries them. They dont
	look at each other.

									CUT TO:

	INT. LESTERCORP FILE ROOM - MORNING

	Craig in a cream colored suit, pours over the file cabinets.
	Floris watches from the doorway.

				 FLORIS
		    You're good.

	Craig turns.

				 CRAIG
			    (over-enunciating)
		    Thank you, Floris.

	Floris shrugs, shakes her head.

				 FLORIS
		    You're not like the other boys
		    we've had here. Granted, I can't
		    understand what you're saying either,
		    but your soft palette resonates
		    tremendously well and you never
		    ever constrict your epiglottis.

				 CRAIG
		    I am a trained performer.

				 FLORIS
			    (swooning)
		    Music to my ears! Whatever you said.
		    Speak, speak, speak, my magnificent
		    friend, speak!

									CUT TO:

	INT. HALLWAY 7 1/2 FLOOR - DAY

	Craig pours himself a cup of coffee. Maxine approaches
	with an empty cup.

				 CRAIG
		    Hello again.

	Craig fills her cup.

				 MAXINE
		    Yes, well...

				 CRAIG
		    You know, I've been thinking about
		    what you said yesterday, about the
		    orientation film being a cover-up.
		    I think you're on to something.

				 MAXINE
		    And fifty other lines to get into
		    a girl's pants.

				 CRAIG
		    No, really.

				 MAXINE
		    You know, if you ever got me, you
		    wouldn't have a clue what to do
		    with me. That's the thing, Romeo.

	Maxine walks away.

									CUT TO:

	INT. CRAIG AND LOTTE'S GARAGE - NIGHT

	Craig is at his workbench, painting the finishing touches
	on a new puppet. It is beautiful. It is Maxine. Lotte
	watches quietly from  the door. A Lotte puppet hangs
	from a hook, tangled and dusty.

				 LOTTE
		    New puppet?

	Craig is surprised, caught.

				 CRAIG
		    Yeah, just an idea I had.

				 LOTTE
		    She's very beautiful.

				 CRAIG
			    (shrugging)
		    Just an idea I had.

	Craig hangs the puppet, stands, and switches off the light.

				 CRAIG (CONT'D)
		    C'mon, let's go to bed.

									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - NIGHT

	The room is dark. Lotte snores lightly. Craig lies there
	with his eyes open. Quietly, he gets up and leaves the
	bedroom. Lotte watches him go.

									CUT TO:

	INT. GARAGE - NIGHT

	Craig stands above the puppet stage. He is working both the
	Craig puppet and the Maxine puppet at the same time. The
	two perform a beautiful and graceful pas de deux. They
	finish in a passionate embrace.

				 CRAIG
			    (quietly)
		    I would too know what to do with you.

									CUT TO:

	INT. FILE ROOM - MORNING

	Craig files. Floris watches him from the doorway. Dr.
	Lester watches Floris from behind a cabinet.

				 FLORIS
		    Oh, what magic those fingers could
		    work on the right cabinet.
			    (strokes Craig's neck)
		    Alphabetize me, baby. And don't
		    forget, I comes before U.

	Floris laughs long and hard. Too long and too hard.

				 CRAIG
		    Floris, you're very nice, but I'm
		    afraid Im in love with somebody
		    else.

				 FLORIS
			    (upset)
		    I'm afraid I... have no idea what
		    you are saying... you bastard!

	Floris runs from the room. Lester pokes his head out from
	behind the cabinet.

				 LESTER
		    Don't toy with Floris, Schwartz.
		    Why, if I were eighty years younger,
		    I'd box your ears.

				 CRAIG
		    I wasn't toying with her, sir. I
		    was just... How old are you?

				 LESTER
		    One hundred and five. Carrot juice.
			    (beat)
		    Lot's of it. I swear, it's almost
		    not worth it. I piss orange. Oh,
		    and I, have to piss sitting down...
		    like a godamn girly... every fifteen
		    minutes. But nobody wants to die,
		    Schwartz.

				 CRAIG
		    I'll keep that in mind, sir.

				 LESTER
		    No sir-e-bob, I don't die. But what
		    I do is get older, wrinkled like a
		    former plum that's become the
		    wrinkled prune you see before you.
		    Oh, to be a young man again, maybe
		    then Floris would care for me.

				 CRAIG
		    The elderly have so much to offer,
		    sir. They are our link with history.

				 LESTER
		    I don't want to be your godamn link,
		    damn you. I want to feel Floris'
		    naked thighs against my own. I want
		    to know passion. I want my body to
		    inspire lust in that beautiful,
		    complex woman. I want her to shiver
		    in a spasm of ecstasy when I
		    penetrate her. Oh, God, the agony
		    of the flesh, Schwartz.

				 CRAIG
		    Dr. Lester, while I am flattered that
		    you share your feelings with me, I
		    believe perhaps the workplace is not
		    the most suitable environment for
		    this type of discussion.

				 LESTER
		    All right. Meet me at the Juicy-Juice
		    Juice Bar after work today and I'll
		    spill my goddamn guts for you.

	Lester exits.

				 CRAIG
		    Shit.

									CUT TO:

	INT. HALLWAY 7 1/2 FLOOR - DAY

	Craig squats next to a payphone.

				 CRAIG
			    (into phone)
		    I won't be late. I just have to
		    listen to Lester's sexual fantasies
		    and drink carrot juice for a little
		    while. It's a job thing.

	Maxine walks by. Craig grabs her arm, signals for her
	to wait a minute. She waits.

				 CRAIG (CONT'D)
			    (into phone)
		    I gotta go back to work. Yeah,
		    okay. You too. Okay. Bye.

	Craig hangs up.

				 MAXINE
		    What?

				 CRAIG
		    I just wanted to say hi.  Did
		    you know I still don't know your
		    name or where you work?

				 MAXINE
		    Yeah.

				 CRAIG
		    How about this, if I can guess your
		    first name within three tries, you
		    have to come out for a drink with me
		    tonight.

				 MAXINE
		    Why not?

				 CRAIG
		    Great.
			    (watches her face as he guesses)
		    Buuuhhppaahhhhnnn. . . . .
		    Muhhhahhhhh. . . . . ahhhnnnaaa. . 
		    nollltuuukkkaaaaralllll. . . 
		    tashabararassssssuuuuusaaaaaaa. . . 
		    nnnnnnnaaaaaannnnnnnnncccccceeeeeee
		    Mwaaaaaa. . . . .Mahhhhhkkkkk. . .
		    sssseeeeeen. Maxine?

				 MAXINE
		    Who told you?

				 CRAIG
		    I'm right?

				 MAXINE
		    Who told you?

				 CRAIG
		    That's incredible! Nobody told me!
		    I swear! It's kismet. Maxine! 
		    It's a beautiful name. There's a
		    psychic connection. Don't you see?
		    It was meant to be! Maxine! Maxine!
		    Maxine! I will shout it from the
		    rooftops!

				 MAXINE
		    Somebody told you.

				 CRAIG
		    Oh, Maxine, nobody told me. Maxine,
		    Maxine. It just came out of me like
		    a song, Maxine. A beautiful crazy,
		    song, Maxine. Maxine. Maxine!

				 MAXINE
		    I am dubious, but I don't welsh.
		    Meet me at The Stuck Pig. Seven
		    o'clock. You're late, I walk. So
		    help me, if I find out you cheated.

				 CRAIG
			    (in heaven)
		    Maxine.

	Craig walks down the hall. A tiny smile flits across
	Maxine's face.

									CUT TO:

	INT. JUICY JUICE BAR - EVENING

	Lester and Craig sit at a table. There are several emptied
	glasses of carrot juice in front of Lester. Craig nurses
	one glass, and keeps checking his watch.

				 LESTER
		    Imagine a room full of women.
		    Nubile, blonde, wet with desire,
		    Schwartz. A harem, if you will.
		    Me in leather. A harness, if you
		    like. I am the object of this
		    desire, and all eyes are on me as
		    I speak. Ladies, I begin. I am
		    the love god, Eros. I intoxicate
		    you. My spunk is to you manna from
		    heaven...

				 CRAIG
			    (standing)
		    Dr. Lester, it's been really
		    fascinating, but I'm afraid I have
		    to get home to my wife now.

				 LESTER
		    Wife, huh? I'd love to meet her,
		    Craig.

				 CRAIG
		    Yessir.

				 LESTER
		    Shall we say dinner on Friday.
		    Just the two of us?
			    (afterthought)
		    You can come too if you like,
		    Schwartz.

				 CRAIG
			    (checking watch)
		    That's sounds fine, sir. Gotta
		    run.

	Craig hurries to the door. Lester downs Craig's juice,
	signals the waiter for more.

									CUT TO:

	INT. THE STUCK PIG - NIGHT

	Maxine sits at the bar, watching her watch. Craig rushes
	into the room, frantic, out of breath. He spots Maxine and
	plops himself next to her.

				 CRAIG
		    Made it. Maxine. Maxine, Maxine,
		    Maxine.

				 MAXINE
		    Just.

				 CRAIG
		    Buy you a drink, Maxine?

				 MAXINE
		    You married?

				 CRAIG
		    Yeah. But enough about me.

	Maxine laughs. The bartender approaches.

				 CRAIG (CONT'D)
		    What'll you have?

				 MAXINE
			    (to bartender)
		    The usual, Barry.

				 CRAIG
			    (to bartender)
		    I'll have, like, a beer. Like a
		    Budweiser, or something.

	The bartender walks away.

				 CRAIG (CONT'D)
		    I like you. I don't know what it
		    is exactly.

				 MAXINE
		    My tits?

				 CRAIG
		    No, no, it's your energy or your
		    attitude or the way you carry
		    yourself or...

				 MAXINE
		    Christ, you're not a fag are you?
		    Because I don't want to be wasting
		    my time.

	The drinks arrive. Maxine's is in an enormous fishbowl of
	a glass. It's bright blue, with fruit and marshmallows
	swimming in it. Paper umbrellas stick out of it, an
	plastic monkeys hang from the rim.

				 CRAIG
		    That's the usual?

				 MAXINE
		    Dont let the girly shit fool you.
		    It'd blow your shorts off.

	Maxine downs it like a shot of whiskey. She pushes the
	empty glass to the bartender.

				 MAXINE (CONT'D)
		    Set me up again, Barry.

	The bartender walks away with the empty glass.

				 CRAIG
		    Im not a homosexual. I just like
		    women for more than their bodies.
		    I guess you could say I'm the new
		    American male.

				 MAXINE
		    You're a fag or a liar.

				 CRAIG
			    (backpedaling)
		    I mean, I am really attracted to
		    you.

				 MAXINE
			    (mocking)
		    I mean, I am really attracted to
		    you. Jesus, you are a fag. We can
		    share recipes, if you like, Darlene.

	Maxine gets up.

				 CRAIG
			    (at a loss)
		    No, wait! I like your tits.
			    (beat)
		    I love your tits. I want to fuck
		    you.

				 MAXINE
			    (sitting)
		    Good. Now we're getting somewhere.
			    (beat)
		    Not a chance.

	Maxine's second drink comes. She downs it, pushes the
	glass toward the bartender.

				 MAXINE (CONTD)
		    So, tell me about yourself. If you
		    can get your mind out of the gutter
		    long enough, dog-boy.

				 CRAIG
		    Well, I'm a puppeteer...

	The bartender comes back with Maxine's drink.

				 MAXINE
			    (to bartender)
		    Check.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT

	Lotte is combing Elijah. Craig enters.

				 CRAIG
		    Hi.

				 LOTTE
		    Hi.

				 CRAIG
			    (nervous, talking too much)
		    Sorry, I'm so late. Lester just
		    wouldn't let me go. Were supposed
		    to have dinner with him on Friday.
		    I can get us out of it if you want.
		    He's really amazing, this insane old
		    lech. It's actually sort of amusing
		    when you get past just how disgusting
		    it is.

	There is a silence. Lotte continues to comb out Elijah.
	Finally:

				 LOTTE
		    Did you eat?

				 CRAIG
		    Nah. I'm not hungry. I'm sorry I
		    didn't call. It was just, you know,
		    hard to get away.

				 LOTTE
		    I was worried.

				 CRAIG
		    I'm sorry. How was your evening?

				 LOTTE
		    Tom-Tom's puncture wound is
		    infected.

				 CRAIG
		    The ferret?

				 LOTTE
		    The iguana.

				 CRAIG
		    Right.

				 LOTTE
		    I dressed the wound. Then I've
		    just been feeding everyone, putting
		    everyone to bed.

				 CRAIG
		    Yeah. You want a beer?

				 LOTTE
		    No thanks. I'm going to turn in.

				 CRAIG
		    All right. I'll be in my workshop
		    for a little while. I'll be in in
		    a little while. I need to unwind a
		    little.
			    (beat)
		    I'll be in soon. A little while.

				 LOTTE
		    'kay.

	Lotte exits.

									CUT TO:

	INT. GARAGE - NIGHT

	Craig works the Craig and Maxine puppets. The puppets
	sit on the edge of the small stage and chat. Craig does a
	pretty fair impersonation of Maxine's voice.

				 CRAIG
			    (as Maxine, fascinated)
		    Tell me, Craig, why do you love
		    puppeteering?
			    (as Craig)
		    Well, Maxine, I'm not sure exactly.
		    Perhaps it's the idea of becoming
		    someone else for a little while.
		    Being inside another skin. Moving
		    differently, thinking differently,
		    feeling differently.
			    (as Maxine)
		    Interesting. Would you like to be
		    inside my skin, Craig? Think what I
		    think? Feel what I feel?
			    (as Craig)
		    More than anything. Maxine.
			    (as Maxine)
		    It's good in here, Craig. Better
		    than your wildest dreams.

	The puppets kiss.

									CUT TO:

	INT. HALLWAY 7 1/2 FLOOR - DAY

	Craig waits at the coffee machine. Checks his watch.
	Finally Maxine approaches.

				 CRAIG
		    Hi.

				 MAXINE
		    You're not someone I could get
		    interested in. Craig. You play
		    with dolls.

				 CRAIG
			    (rehearsed)
		    Puppets. Maxine. It's the idea
		    of being inside someone else,
		    feeling what they feel, seeing
		    what they see...

				 MAXINE
		    Yikes.

				 CRAIG
		    Please, let me explain.

	Craig grabs Maxine's hand and drags her into an empty
	office.

									CUT TO:

	INT. EMPTY OFFICE - DAY

	Craig pulls Maxine in closes the door.

				 CRAIG
		    It's just, and I've never done
		    this before, Maxine, but it's just
		    that I feel something for you. I've
		    never felt this before for anyone,
		    not even my wife. My future is with
		    you, Maxine.

				 MAXINE
		    You might want to check those tarot
		    cards one more time.

	Maxine heads for the door. Craig sits on a box. He puts
	his head in his hands and sighs. Across the room he
	notices a very small door with a two by four nailed across
	it.

				 CRAIG
		    Another evil secret of the 7 1/2
		    floor.

	Craig pries the two-by-four off and opens the door. It's a
	dark and wet membranous tunnel inside.

				 CRAIG
		    Holy shit. Maxine is gonna love
		    this.

	Craig lets go of the door and it slams shut.

									CUT TO:

	INT. LESTER'S OFFICE - DAY

	Lester sits at his desk studying an instruction manual for a
	juicer. The spanking new juicer sits on his desk. There is an
	urgent knocking at the door.

				 LESTER
		    Yes?

	Craig rushes in.

				 CRAIG
		    Dr. Lester. . .

				 LESTER
		    Ah, Craig. Just the fellow I wanted
		    to see.
			    (proudly spreading his arms)
		    Juicer! Easy as pie. Just keep your
		    fingers clear of the blade, and
		    never, never use it while bathing in
		    a tub full of water.

				 CRAIG
		    Dr. Lester, I have a question. I was
		    in that vacant office down the hall
		    and I stumbled upon a little door
		    and....

				 LESTER
		    Ah. yes, the little door.
			    (checks watch)
		    There is a short film on the little
		    door in the orientation room in
		    exactly two minutes. If you hurry,
		    you'll just make it.

				 CRAIG
		    Thank you, sir.

	Craig exits. Lester waits a moment. then dials the phone.

				 LESTER
		    Put up reel 752.

									CUT TO:

	INT. ORIENTATION ROOM - DAY

	Craig sits in the otherwise empty screening room. The
	lights dim, the film begins.

	TITLE:	THE LITTLE DOOR IN THE VACANT OFFICE

									CUT TO:

	INT. VACANT OFFICE - DAY

	Wendy crouches in the vacant office and studies the closed
	little door. Don enters. smiling.

				 DON
		    Hi. Wendy! What're you up to in
		    this vacant office.

				 WENDY
		    Well, Don, I peeked in here, even
		    though I know it's against floor
		    policy. and I discovered that
		    there's a little tiny door in here.
		    Isn't it cute? It's almost like a
		    little dolly's door. I wonder what
		    its for.

				 DON
			    (laughing)
		    That's right, Wendy, it is against
		    floor policy, but as long as you're
		    here, let me tell you what I know
		    about our cute little door friend.
		    Many years ago, this very office
		    was occupied by a kindly old
		    watchmaker named Mr. White.

									DISSOLVE TO:

	INT. WATCHMAKER'S WORKSHOP - DAY

	An old man toils away in the dusty office.

				 WHITE
		    Hmmm. I must have a small store
		    room to store my merchandise when
		    I am through working on it. I know,
		    I will build a tiny store room.
		    How cute!

									DISSOLVE TO:

	INT. VACANT OFFICE - DAY

				 WENDY
		    Wow! That's some story, Don.

				 DON
		    Truth is stranger than fiction,
		    Wendy!

	They laugh.

	TITLE:	THE END

									CUT TO:

	INT. ORIENTATION ROOM - DAY

	The lights go up. Craig sits there for a moment. An usher
	pushes a broom down the aisle.

				 CRAIG
		    Bullshit.

	Craig exits. The usher mumbles something into a
	walkie-talkie.

									CUT TO:

	INT. VACANT ROOM - DAY

	Craig opens the little door and climbs into the
	membranous hallway. The door slams shut behind him.

									CUT TO:

	INT. HALLWAY - MORNING

	It's dark and wet. The walls are soft and membranous.
	There is a dripping sound. Craig crawls along. Soon
	something starts to pull Craig as if he is being sucked
	through a straw. There is a flash of light.

									CUT TO:

	INT. FANCY DINING ROOM - MORNING

	The POV of someone reading a newspaper. The person lifts
	a cup of coffee to his mouth. There is a slurping sound.
	The person puts down the coffee cup and the newspaper, and
	stands up.

				 CRAIG (CONT'D) (V.0.)
			    (losing his balance)
		    Whoa! What the hell? Where am I?

	We're still in POV. The person walks across the room, picks
	up his wallet from a coffee table. looks in a mirror and
	checks his teeth for food. It's John Malkovich.

				 CRAIG (CONT'D) (V.0.)
		    Holy shit! It's that actor guy.
		    Shit! What's his name? That actor
		    guy! What's happening? Am I
		    inside him? Am I in his brain?
		    Am I him? Is he me? Does he know
		    I'm here? My brain is reeling!
		    Is his brain reeling?

	Malkovich walks to the front door, opens it, exits his
	apartment.

									CUT TO:

	INT. MAXINE'S OFFICE - CONTINUOUS

	Maxine sits at her desk, eats a sandwich. looks at a
	fashion magazine, and chats on the phone.

				 MAXINE
		    The puppeteer told me he loves me
		    today.
			    (laughs)
		    I know. I can't think of anything
		    more pathetic.

									CUT TO:

	INT. TAXI - CONTINUOUS

	John Malkovich's POV from the back seat of the cab. The
	cab pulls away from the curb.

				 MALKOVICH (V.0.)
			    (resonant throughout)
		    The Broadhurst Theater, please.

	The cabbie studies Malkovich in his rearview mirror as he
	drives.

				 CABBIE
		    Say, aren't you that actor guy?

				 MALKOVICH
		    Yeah.

				 CABBIE
		    John Makel...

				 CRAIG (V.0.)
		    John Malkovich! Of course!

				 CABBIE
		    Mapplethorpe?

				 MALKOVICH (V.0.)
		    Malkovich.

				 CABBIE
		    Malkovich!

				 CRAIG (V.0.)
		    John fucking Malkovich!

				 CABBIE
		    Yeah. I liked you in that one movie.

				 MALKOVICH (V.0.)
		    Thank you.

				 CABBIE
		    The one where you're that jewel
		    thief.

				 MALKOVICH
		    I never played a jewel thief.

				 CABBIE
		    Who am I thinking of?

				 MALKOVICH
		    I don't know.

				 CABBIE
		    I'm pretty sure it was you. Hey,
		    could I get your autograph now?
		    It's for .... oh, what the hell,
		    it's for me! I'm your biggest
		    fan!

				 MALKOVICH
		    Yeah, okay.

	The cabbie hands a pad back over the seat. Malkovich
	reaches for it. There is a slurping sound.

				 CRAIG (V.0.)
			    (panicky)
		    Ahhhh!

	The image starts to fade, then suddenly goes black.

									CUT TO:

	EXT. DITCH - DAY

	Its on the side of Jersey Turnpike. There is a pop and
	Craig falls from nowhere into the ditch. He is soaking wet,
	and now dirty from the ditch. He stands, looks confusedly
	around, sees a N.J. Turnpike sign. After a moment, he goes
	to the side of the road and sticks out his thumb.

									CUT TO:

	INT. MAXINE'S OFFICE - LATER

	Maxine sits behind her desk with her feet up, and talks on
	the phone.

				 MAXINE
		    Absolutely, doll. I'm just about
		    to close up here.

	Craig walks in disheveled and exhausted. Maxine sees him,
	keeps talking.

				 MAXINE (CONTD)
			    (into phone)
		    Meet you at The Pig in twenty
		    minutes.
			    (laughs lasciviously)
		    Oh yeah, maybe I'll keep my legs
		    closed till then.
			    (hangs up. to Craig)
		    I'm splitting for the day. Lock up
		    for me, won't you, darling.

	Maxine stands, puts some stuff in her purse.

				 CRAIG
		    Don't you want to know what happened
		    to me?

				 MAXINE
			    (considers)
		    No.

	Maxine heads for the door. Craig grabs her arm.

				 CRAIG
		    This is important!

				 MAXINE
			    (looking at his hand on her arm)
		    It better be.

	Craig sits Maxine down in a chair, lets go of her arm.

				 CRAIG
		    There's a tiny door in that empty
		    office. It's a portal, Maxine. It
		    takes you inside John Malkovich.
		    You see the world through John
		    Malkovich's eyes, then, after about
		    fifteen minutes, you're spit out into
		    a ditch on the side of The New Jersey
		    Turnpike.

				 MAXINE
		    Sounds delightful. Who the fuck is
		    John Malkovich?

				 CRAIG
		    He's an actor. One of the great
		    American actors of the 20th century.

				 MAXINE
		    What's he been in?

				 CRAIG
		    Lots of things. He's very well
		    respected. That jewel thief movie,
		    for example. The point is that this
		    is a very odd thing, supernatural,
		    for lack of a better word. It raises
		    all sorts of philosophical questions
		    about the nature of self, about the
		    existence of the soul. Am I me? Is
		    Malkovich Malkovich? Was the Buddha
		    right, is duality an illusion? Do
		    you see what a can of worms this
		    portal is? I don't think I can go
		    on living my life as I have lived
		    it. There's only one thing to do.
		    Let's get married right away.

				 MAXINE
		    Is this Malkovich fellow appealing?

				 CRAIG
		    Yes, of course. He's a celebrity.

				 MAXINE
		    Good. We'll sell tickets.

				 CRAIG
		    Tickets to Malkovich?

				 MAXINE
		    Exactly. Two hundred dollars a pop.

				 CRAIG
		    But there's something profound here,
		    Maxine, we can't exploit it.

				 MAXINE
		    Fine. I'll do it myself. I was going
		    to offer a partnership to you, but
		    this way it's more money for me.

				 CRAIG
		    You wanted to be partners with me?

				 MAXINE
			    (bored)
		    Sure. It'd be fun.

				 CRAIG
			    (pleased)
		    Really?
			    (then:)
		    But, Maxine, can of worms! End of
		    the world! Illusory nature of
		    existence!

				 MAXINE
		    I'll protect you, Dollface.

	Maxine reaches over and squeezes his lips affectionately
	between her thumb and forefinger.

				 CRAIG
			    (in love)
		    Oh. Maxine.

									DISSOLVE TO:

	INT. CRAIG AND LOTTE'S BEDROOM - NIGHT

	Craig and Lotte are getting into evening clothes.

				 LOTTE
		    Don't be ridiculous. There is no such
		    thing as a portal into someone else's
		    brain.

				 CRAIG
		    Brain. soul, I'm telling you, Lotte.
		    I was right inside him looking out.
		    We're going to be rich.

				 LOTTE
		    I want to try.

				 CRAIG
		    What?

				 LOTTE
		    I want to be John Malkovich. Tomorrow
		    morning. Plus I'd like to meet this
		    partner of yours.

				 CRAIG
			    (nervously)
		    Well, you know we're going to be
		    very busy tomorrow. I'll tell you
		    what. Let's do it tonight. Right
		    now.

				 LOTTE
		    Now?

				 CRAIG
		    Yeah. We'll do it right now. On
		    the way to Lester's house.

									CUT TO:


	INT. CRAIG AND MAXINE'S OFFICE - NIGHT

	Craig holds open the small door as Lotte climbs in.

				 CRAIG
		    I'll meet you on the turnpike.

				 LOTTE
		    I'm scared.

	The door slams shut.

				 CRAIG
		    Me too, babe.

	Craig hurries out the door.

									CUT TO:

	INT. BATHROOM - NIGHT

	Malkovich is in the shower. We watch from his POV as
	he soaps himself. He does this in a sensual manner.

				 LOTTE (V.0.)
		    Holy cow!

	Malkovich steps out of the shower, slowly towels himself
	dry.

				 LOTTE (V.0.)
		    Oh, yes. Yes.

									CUT TO:


	EXT. DITCH - NIGHT

	Lotte lands in the ditch. She is wet and ragged. Traffic
	whizzes by. Craig turns on the headlights in his parked
	car. They shine on Lotte. Craig steps out of the car.

				 LOTTE
		    I have to go back.

				 CRAIG
		    Okay. Maybe tomorrow.

				 LOTTE
		    I have to go back now.

				 CRAIG
		    We'll talk about it in the car.

	Craig helps Lotte up and toward the car.

									CUT TO:

	INT. CRAIG AND LOTTE'S CAR - NIGHT

	Craig drives. Lotte looks distractedly out the window.

				 LOTTE
		    I have to go back, Craig. Being
		    inside did something to me. All of a
		    sudden everything made sense. I knew
		    who I was.

				 CRAIG
		    You weren't you. You were John 
		    Malkovich.

				 LOTTE
			    (tickled)
		    I was, wasn't I?
			    (yelling out the window) 
		    I was John fucking Malkovich!
			    (laughs, then intensely) 
		    Take me back, Craig.

				 CRAIG
		    Tomorrow. We're late for Lester.

									CUT TO:

	INT. LESTER'S DINING ROOM - NIGHT

	It's a posh place with flocked wallpaper and candelabras.
	Lester, Craig, and Lotte sit around an elegantly appointed
	table with all different sorts of juices in front of them.
	Lotte is still wet. Lester sits quite close to her.

				 LESTER
		    Tell me, Lotte, can you understand
		    a word I'm saying?

				 LOTTE
		    Yes, of course, Dr. Lester.

				 LESTER
		    Oh, be still my heart.

				 LOTTE
		    Dr. Lester, would you point me
		    toward the restroom?

				 LESTER
		    With immense pleasure, my dear. Down
		    that hall, ninth door on the left.
		    Watch the step down. It's sunken,
		    you know.

	Lotte smiles, and heads down the hall.

				 CRAIG
		    Dr. Lester...

				 LESTER
		    More beet-spinach juice, my friend?

				 CRAIG
		    No thank you sir. It's delicious,
		    though. I just wanted to thank you
		    for the opportunity to work at
		    LesterCorp, but I'm afraid I'm
		    going to have to tender my resignation
		    effectively immediately.

				 LESTER
		    I see. Are you unhappy at our little
		    company?

				 CRAIG
		    No sir, not at all. It's just that
		    I'm going to open my own business
		    and...

				 LESTER
		    And what sort of business will this
		    be? If you don't mind my asking.

				 CRAIG
		    Uh, import-export. Olive oil. Right
		    on 7 1/2 actually.
			    (beat)
		    In the vacant office. So we'll still
		    be seeing each other.

				 LESTER
		    The vacant office. I see. Olive oil.
		    Interesting. Be warned, Schwartz,
		    there are certain doors which
		    should never be opened.

									CUT TO:

	INT. LESTER'S HALLWAY - NIGHT

	Lotte walks down the ritzy hallway. She is counting closed
	doors in search of the bathroom. She opens a door, looks
	inside, gasps, then enters the room.

									CUT TO:

	INT. LESTER' S ROOM - CONTINUOUS

	Lotte enters the room. It is dark. At the far end there
	is what amounts to a candle-lit shrine to John Malkovich.
	The centerpiece of the shrine is an enormous photograph
	of Malkovich bordered by a garland of flowers. Lotte stares
	at it for a moment, then drops to her knees in front of it.

									CUT TO:

	INT. CRAIG AND LOTTE' S BATHROOM - NIGHT

	Lotte has just taken a shower. She towels herself dry in
	much the same way as Malkovich. Her eyes are closed. She
	opens them slowly and sees herself in the mirror.
	Disappointedly, she drops the towel and heads out of the
	bathroom.

									CUT TO:



	INT. CRAIG AND LOTTE'S GARAGE - NIGHT

	Craig sits at his work table. He is pulling the heads off
	of the Craig and the Maxine puppets. He puts the Maxine
	head on the Craig puppet. He sighs.

				 CRAIG
		    My kingdom for your portal, Maxine.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - MORNING

	Maxine sits at her desk composing an ad. Craig stands
	behind her, ostensibly looking over her shoulder, but
	actually studying the back of her head. He sighs.

				 MAXINE
		    Okay. Here it is. 
			    (reading)
		    Ever want to be someone else? Now you
		    can. No kidding. Only two hundred
		    dollars for fifteen minutes. Visit
		    J.M. Inc., Mertin-Flemmer Building.
		    etc., etc.

				 CRAIG
		    Sounds good. Oblique but intriguing.
		    Phone it in.

	Maxine dials the phone. Lotte enters.

				 CRAIG
		    Lotte! Why aren't you at the pet
		    shop?

				 LOTTE
		    Fuck pets. Is this your partner?
		    I had to come back and do the
		    Malkovich ride again. Fuck everything
		    else. Is this her?

				 MAXINE
			    (into phone)
		    Yes, hello, I wanted to place an ad. 
			    (to Lotte)
		    Hi, are you Craig's wife?

				 LOTTE
		    Yes, Hi.

				 CRAIG
		    Lotte, Maxine. Maxine, Lotte.

	Lotte and Maxine shake hands.

				 LOTTE
		    Hi. Have you done Malkovich yet?

				 MAXINE
		    Hi, uh. 
			    (into phone)
		    Hi. I wanted to place an ad. Yes.
		    "Ever want to be someone else?" 
		    No, that's the ad, but let's talk
		    about you in a minute. "Ever want
		    to be someone else? Now you can.
		    No kidding..."

				 CRAIG
			    (to Lotte)
		    Why aren't you at work?

				 LOTTE
		    I've been going over and over my
		    experience last night. It was amazing.
			    (beat)
		    I've decided I'm a transsexual. Isn't
		    that the craziest thing?

				 CRAIG
		    What, are you nuts? That's Oprah
		    talking.

				 LOTTE
		    Everything felt right for the first
		    time. I need to go back to make sure,
		    then if the feeling is still there.
		    I'm going to speak to Dr. Feldman
		    about sexual reassignment surgery.

				 CRAIG
		    This is absurd. Besides Feldman's an
		    allergist. If you're going to do
		    something, do it right.

				 CRAIG (cont'd)
			    (beat)
		    It's just the thrill of seeing through
		    someone else's eyes, sweetie. It'll
		    pass.

				 LOTTE
		    Don't stand in the way of my
		    actualization as a man, Craig.

				 MAXINE
			    (hanging up the phone)
		    Let her go, Craig. I mean him."

				 CRAIG
			    (anything for Maxine) 
		    Yeah, okay.
			    (opens the portal door) 
		    I'll pick you up.

	Lotte enters. Craig closes the door. stands there.

				 MAXINE
		    You better hurry. Traffic.

	Maxine tosses Craig his car keys. He heads out the door.
	Maxine dials the phone.

				 MAXINE (CONT'D)
			    (into phone)
		    Davey? Max. Get me John Malkovich's
		    home phone? That's great. Love ya
		    and owe ya.

				 CUT TO:

	INT. JOHN MALKOVICH'S LIVING ROOM - DAY

	Malkovich's POV. He sits on the couch. drinks coffee,
	and reads a copy of Awake and Sing. Bach plays on the
	stereo in the background.

				 MALKOVICH
			    (reading aloud)
		    So you believe in God... you got
		    something for it? You worked for
		    all the capitalists. You harvested
		    the fruit from your labor? You got
		    God!

				 LOTTE (V.0.)
		    What raw, animal power!

				 MALKOVICH
		    But the past comforts you? The
		    present smiles on you, yes?

	The phone rings. Malkovich puts down the script, and picks
	up the phone.

				 MALKOVICH (CONT'D)
			    (into phone)
		    Yeah?

				 MAXINE (0.S.)
			    (telephone voice) 
		    Mr. Malkovich?

				 MALKOVICH
		    Who's calling?

				 MAXINE (0.S.)
		    You don't know me, but I'm a great
		    admirer of yours.

				 MALKOVICH
		    How'd you get this number?

				 MAXINE (0.S.)
		    It's just that I fantasize about
		    you and, well, speaking to you
		    now has gotten me sort of excited
		    and...

				 LOTTE (0.S.)
			    (turned on)
		    Oh, I like this.

				 MALKOVICH
		    Listen, this is not amusing. Please
		    don't call here any...

				 MAXINE (0.S.) (giggling)
		    Ooh, such authority! NY nipples are
		    at attention, General Malkovich, sir.
		    So I'll be at Bernardo's tonight at
		    eight. Please, please meet me there.
		    I just adored you in that jewel thief
		    movie...

	Malkovich hangs up the phone.

				 LOTTE (V.O.)
		    My God!
			    (attempting thought control) 
		    Meet her there. Meet her there. Meet
		    her there. Meet her there. Meet her
		    there...

	Malkovich goes back to his script.

				 LOTTE (V.O.) (CONT'D)
		    Meet her there. Meet her there. Meet
		    her there...

	Malkovich picks up a pen and writes: Bernardo's 8:00.

									CUT TO:


	EXT. DITCH - MORNING

	Craig waits. Lotte pops into the ditch. She's wet and slimy.

				 CRAIG
		    How was it?

				 LOTTE
		    I have to go back tonight. At eight
		    Exactly.

				 CRAIG
		    Why?

				 LOTTE
		    Don't crowd me, Craig.

									CUT TO:

	INT. BERNARDO'S - NIGHT

	Malkovich's POV. It's a busy Italian restaurant. Malkovich
	looks around, checks his watch: 8:03. A guy walks up to him.

				 GUY
		    Excuse me, are you John Malkovich?

				 MALKOVICH
		    Yes.

				 GUY
		    Wow. You were really great in that
		    movie where you played that retard.

				 MALKOVICH
		    Thank you very much.

				 GUY
		    I just wanted to tell you that. And
		    say thank you. I have a cousin that's
		    a retard, so, as you can imagine, it
		    means a lot to me to see retards
		    portrayed on the silver screen so
		    compassionately.

	The guy walks away. Malkovich scans the room. Maxine enters
	the restaurant. We see her, but Malkovich doesn't single her
	out of the crowd. She looks around.

				 LOTTE (V.O.)
		    Maxine!

	Maxine spots Malkovich. and heads over. He focuses on her.

				 MAXINE
		    Hi. I'm so glad you decided to
		    come. I'm Maxine.

	Maxine holds out her hand. She is charming. Malkovich takes
	her hand.

				 MALKOVICH
		    I'm John. I didn't think I was going
		    to come, but I felt oddly compelled.
		    I have to admit I was a bit intrigued
		    by your voice.

				 LOTTE (V.O.)
		    God, she's beautiful. The way she's
		    looking at me. At him. At us.

				 MAXINE
		    And the funny thing is. Mr. Malkovich,
		    my voice is probably the least
		    intriguing thing about me.

				 LOTTE (V.O.)
		    I've never been looked at like this
		    by a woman.

				 MALKOVICH
		    Can I get you a drink?

				 MAXINE
		    Whatever you're having.

									CUT TO:

				INT. CRAIG AND LOTTE'S CAR - NIGHT

	Craig drives. Lotte is soaking wet. She stares out the
	window.

				 CRAIG
		    So how was it? What was he doing?

				 LOTTE
		    Oh, you know, not a lot. Just hanging
		    around his apartment. I think he must
		    be a lonely man.

				 CRAIG
		    You see, men can feel unfulfilled,
		    too. I'm glad you're realizing that.
		    You shouldn't be so quick to assume
		    that switching bodies would be the
		    answer to all your problems.

				 LOTTE
		    You're right. You know I was thinking
		    that we should have Maxine over for
		    dinner. Since you two are partners
		    and all. It might be a nice gesture.

				 CRAIG
		    I don't know. There's some tension
		    between us. I'd hate to expose you to
		    that.

				 LOTTE
		    It'll be okay. I'll fix my lasagna.
		    Well smoke a joint.
			    (dreamily)
		    Tensions will melt away.

									CUT TO:

	INT. CRAIG AND LOTTE'S DINING ROOM - NIGHT

	Craig, Lotte, and Maxine are seated at the table and eating
	lasagna. Lotte eyes Maxine. Craig eyes Maxine. There is an
	awkward silence.

				 LOTTE
			    (to Maxine)
		    Did you know that Eskimos have not
		    one, but fifty words for snow. It's
		    because they have so much of it.

				 CRAIG
		    After dinner I'll show you my puppets.

				 MAXINE
		    Ah.

				 LOTTE
		    After that I'll introduce you to my
		    favorite monkey, Elijah. He's got an
		    ulcer, due to a suppressed childhood
		    trauma. But we're getting to the
		    bottom of it.
			    (whispers)
		    Psychotherapy.

	There is another silence.

				 MAXINE
			    (to no one in particular) 
		    The way I see it, the world is divide
		    into those go after what they want
		    and those who don't. The passionate
		    ones, the ones who go after what they
		    want, may not get what they want, but
		    they remain vital, in touch with
		    themselves, and when they lie on
		    their deathbeds, they have few
		    regrets. The ones who don't go
		    after what they want... well, who
		    gives a shit about them anyway?

	Maxine laughs. There is another silence. Suddenly, at the
	same moment, both Craig and Lotte lunge for Maxine and
	start kissing her passionately about the face and neck.
	They stop just as suddenly and look at each other.

				 CRAIG
		    You?

	Lotte looks away.

				 MAXINE
		    Craig, I just don't find you
		    attractive. And, Lotte, I'm smitten
		    with you, but only when you're in
		    Malkovich. When I looked into his
		    eyes last night, I could feel you
		    peering out. Behind the stubble and
		    the too-prominent brow and the male
		    pattern baldness, I sensed your
		    feminine longing peering out, and
		    it just slew me.

				 CRAIG
			    (disgusted)
		    My God.

	Lotte strokes Maxine's face. Craig clears dishes from the
	table.

				 MAXINE
			    (to Lotte, removing her hand)
		    Only to John, sweetie. I'm sorry. 
			    (gets up)
		    Thanks for a wonderful dinner.
			    (walks past kitchen. to Craig)
		    No hard feelings, partner.

	Maxine exits. Craig and Lotte look at each other.

				 LOTTE
		    I want a divorce.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - MORNING

	It is deadly silent. Craig and Maxine sit at their desks.
	The wall clock ticks. Craig whistles tunelessly, every
	once in a while looking up and discreetly checking out
	Maxine. Eventually there is a knock at the door.

				 CRAIG
			    (a little too urgently)
		    Come in!

	Erroll, a sad, fat young man enters meekly.

				 ERROLL
		    Hello, I'm here about the ad.

				 CRAIG
		    Please, have a seat.

	Erroll sits in a chair in front of Craig's desk. He
	glances nervously over at Maxine.

				 ERROLL
		    When you say, I can be somebody
		    else, what do you mean exactly?

				 CRAIG
		    Exactly that. We can put you inside 
		    someone else's body for fifteen minutes.

				 ERROLL
		    Oh, this is just the medical
		    breakthrough I've been waiting for.
		    Are their any side effects? Please
		    say no! Please say no!

				 MAXINE
		    No.

				 ERROLL
		    Long term psychic or physiological
		    repercussions?

				 MAXINE
		    No. Don't be an ass.

				 ERROLL
		    Can I be anyone I want?

				 MAXINE
		    You can be John Malkovich.

				 ERROLL
		    Well that's perfect. My second
		    choice. Ah, this is wonderful.
		    Too good to be true! You see, I'm
		    a sad man. Sad and fat and alone. Oh,
		    I've tried all the diets, my friends.
		    Lived for a year on nothing but
		    imitation mayonnaise. Did it work?
		    You be the judge. But Malkovich!
		    King of New York! Man about town!
		    Most eligible bachelor! Bon Vivant!
		    The Schopenhauer of the 20th century!
		    Thin man extraordinaire!

				 MAXINE
		    Two hundred dollars, please.

				 ERROLL
		    Yes. Yes. A thousand times, yes!

	Erroll takes out his wallet.

									CUT TO:

	EXT. DITCH - DAY

	Craig waits by his car, checks his watch. "Pop!"  Erroll
	plops into the ditch, wet and unkempt. He looks around,
	sees Craig, charges him with a yell and gives him an
	enormous bear hug.

				 ERROLL
		    Oh, thank you! Thank you! 
		    Thousand times, thank you!

				 CRAIG
			    (gasping for air)
		    Tell your friends.

				 ERROLL
		    Oh, I will, and I have many,
		    many friends and associates, my
		    friend. All, by the way, in Overeaters
		    Anonymous. All of them fat and alone
		    like me, all of them dream of being
		    someone else, all of them with John
		    Malkovich as their second choice!

									CUT TO:

	INT. HALLWAY 7 1/2 FLOOR - DAY

	The hall outside Craig and Maxine's office sports a long
	line of crouching fat people, all clutching cash in their
	hands.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - CONTINUOUS

	Craig kneels at the door and peeks out through the mail
	slot. Maxine sits at her desk and files her toenails.

				 CRAIG
		    This is amazing! We're gonna be rich!

				 MAXINE
		    So unbolt the fucking door, Einstein.

	Craig unlocks the door. Lester steps in, closes the door
	behind him, locks it.

				 LESTER
		    You're making a big mistake, Schwartz.
			    (nods to Maxine)
		    Ma'am

				 CRAIG
		    Dr. Lester, I don't know what you're
		    talking about.

				 LESTER
		    There are rules, boy, procedures,
		    etiquette. This is not a toy. I've
		    been waiting seventy years to utilize
		    this room, grooming myself, quietly
		    setting the stage, performing
		    ablutions, paying tribute, seeing all
		    his motion pictures again and again.
		    Worshipping, Schwartz, worshipping
		    properly.

				 CRAIG
		    You're insane.

				 LESTER
		    I am not alone. There are others. We
		    are legion. You will pay for this
		    blasphemy. You will pay dearly.

	Lester exits. Craig looks at Maxine. There is a moment
	of tension. Finally:

				 MAXINE
		    Crackpot.

	Craig opens the door. The first few fat people move noisily
	into the room.

									CUT TO:

	INT. DR. LESTER'S ALTAT ROOM - NIGHT

	Many cloaked people in the room kneeling with candles in
	hand before the lit photo of Malkovich. Lotte kneels in the
	back row. They chant:

				 DISCIPLES OF MALKOVICH
		    How much do we love you? We loved
		    you in "Making Mr. Right."  That is
		    how much we love you. We even own the
		    director's cut on laser disc. Please
		    accept us into your head as we have
		    accepted you into our hearts. Please
		    let us be you. Amen.

									CUT TO:

	INT. LESTER'S DINING ROOM - A BIT LATER

	The worshippers mill about, chatting, drinking coffee,
	nibbling on cookies.

				 LESTER
		    May I have your attention, please.
		    We have a new disciple among us tonight.

				 DISCIPLES OF MALKOVICH
		    Hallelujah.

				 LESTER
		    She is the wife of Schwartz.

	A stunned hush falls over the group.

				 LOTTE
			    (apologetically)
		    I'm getting divorced.

				 LESTER
		    No you mustn't, my child.

				 LOTTE
		    But why, Son of Malkovich?

				 LESTER
		    We need you on the inside, my child.
		    To report on his comings and goings,
		    and if need be, to... destroy him...
			    (hands Lotte a gun)
		    ...for lack of a better word.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT

	Craig is putting stuff in boxes. Lotte enters in her cloak.

				 LOTTE
		    What are you doing?

				 CRAIG
		    I'm moving. Remember? What's with
		    the hooded cloak?

				 LOTTE
		    Nothing. Don't go, Craig. I've been
		    thinking. Let's try to work this out.
		    We've got so much history.

				 CRAIG
			    (still packing)
		    You should feed your animals. They're
		    looking peaked.

				 LOTTE
		    I'm getting rid of the fucking
		    animals.

				 CRAIG
		    What?

				 LOTTE
		    I'm getting rid of the animals. I've
		    lost interest. Besides, they're
		    standing between you and me.

				 CRAIG
		    No they're not.

				 LOTTE
		    You've always hated the animals.

				 CRAIG
		    You've always loved the animals.

				 LOTTE
		    I'm giving them up. I've changed.
		    I've found a new focus. 

				 CRAIG
		    What's that?

				 LOTTE
			    (beat)
		    Us, of course.

	Craig looks up from his packing. He and Lotte stare at each
	other for a long while.

				 CRAIG
			    (tenderly)
		    Oh, Lot...

	They hug.

				 CRAIG (CONT'D)
		    What about Maxine?

				 LOTTE
		    Fuck Maxine.

				 CRAIG
		    We wish.

	They look at each other and laugh, them fall back into the
	embrace. They both get faraway looks in their eyes.

									CUT TO:

	INT. CRAIG AND LOTTE'S GARAGE - NIGHT

	The clock reads 3:00 AM. Craig, in his pajamas, is working
	the Craig and Maxine puppets. They make love on the bare
	puppet stage. Craig seems possessed.

									CUT TO:

	INT. MAXINE'S BEDROOM - CONTINUOUS

	The phone rings. Maxine sleepily picks it up.

				 MAXINE
		    Yes?

				 LOTTE (O.S.)
		    I have to see you. Can you call him
		    and invite us over?

				 MAXINE
		    When?

				 LOTTE (O.S.)
		    Give me one hour to get inside him
		    Exactly.

	Maxine checks her alarm clock. The time is 3:11 AM.

									CUT TO:

	INT. CRAIG AND LOTTE'S CAR - NIGHT

	Lotte drives.

									CUT TO:

	INT. MAXINE'S APARTMENT - A BIT LATER

	The doorbell rings. Maxine, in a sheer black nightgown,
	answers it. John Malkovich stands there.

				 MAXINE
		    Thanks so much for coming over.

				 MALKOVICH
		    Oh, I'm really glad you called.

	Maxine gestures for him to enter. As Malkovich passes by
	her, she checks the wall clock. The time is 3:50.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - NIGHT

	Lotte sits on the floor in the dark. She leans, out of
	breath, against the wall next to the portal and checks her
	watch. The time is 4:10. She pulls open the door.

									CUT TO:

	INT. MAXINE'S LIVING ROOM - NIGHT

	Maxine and Malkovich sit a bit awkwardly next to each other
	on the couch.

				 MAXINE
		    So, do you enjoy being an actor?

				 MALKOVICH
		    Oh sure. It's very rewarding...

	The digital clock on the VCR clicks over to 4:11 AM.
	Maxine's look softens, and she kisses Malkovich hard
	on the lips. He seems surprised, but quickly warms to
	it. We shift top Malkovich's POV as Maxine begins to
	unbutton Malkovich's shirt.

				 LOTTE (V.O.)
		    Oh my darling. Oh my sweetheart.

				 MAXINE
		    I love you, Lotte.

				 LOTTE (V.O.)
		    Maxine...

				 MALKOVICH
			    (stopping)
		    I'm sorry, did you just call me
		    "Lotte"?

				 MAXINE
		    Do you mind?

				 MALKOVICH
			    (thinking)
		    No, I guess not. I'm an actor.

	They get back to it.

				 MAXINE
		    Oh, my sweet, beautiful Lotte.

				 MALKOVICH
			    (thinks he's playing along)
		    Yes, Maxine, yes.

				 LOTTE (V.O.)
		    This is too good to be true.

									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - NIGHT

	A sweaty and spent Craig sneaks back into the bedroom.
	He sees that the bed is empty.

									CUT TO:

	EXT. DITCH - NIGHT

	With a gasp and a wail of release, Lotte pops into the
	ditch. She is soaking wet and breathes heavily. She
	just lies there.

									CUT TO:

	INT. CRAIG AND LOTTE'S KITCHEN - MORNING

	Craig is hunched over a cup of coffee. The front door
	can be heard to open. After a moment Lotte appears in
	the kitchen doorway. She is caked with dirt. Craig
	looks up at her.

				 CRAIG
		    You were him last night, weren't you?

				 LOTTE
			    (quietly)
		    Yes.

				 CRAIG
		    And he was with her.

				 LOTTE
		    We love her, Craig. I'm sorry.

				 CRAIG
		    We?

				 LOTTE
		    Me and John.

				 CRAIG
		    Don't forget me.

				 LOTTE
		    Well, you have the Maxine action
		    figure to play with.

	Craig looks down at his coffee.

				 LOTTE (CONT'D)
		    I'm sorry. That was nasty.

				 CRAIG
		    Life is confusing, isn't it?

				 LOTTE
		    Sometimes we're forced to make
		    hard decisions.
			    (beat)
		    I'd like for us to stay together,
		    Craig. You know, platonically,
		    if that's possible. I truly value
		    our friendship.

				 CRAIG
		    I feel that somehow my parents never
		    prepared me to make this particular
		    decision. Not that I blame them. How
		    could they know? Today's world is so
		    complicated.
			    (beat)
		    No. I have to go away now. I'm sorry,
		    Lotte. I'm so sorry.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - MORNING

	Craig enters with red-rimmed eyes. Maxine sits at her
	desk, actually looking kind of radiant.

				 MAXINE
		    You're late.

				 CRAIG
		    Are you torturing me on purpose?

				 MAXINE
			    (matter of fact)
		    I've fallen in love.

				 CRAIG
		    I don't think so. I've fallen in
		    love. This is what people who've
		    fallen in love look like.

				 MAXINE
		    You picked the unrequited variety.
		    Very bad for the skin.

				 CRAIG
		    You're evil, Maxine.

				 MAXINE
		    Do you have any idea what its like
		    to have two people look at you with
		    total lust and devotion through the
		    same pair of eyes? No I don't suppose
		    you would. It's quite a thrill, Craig.

	Craig turns and walks out the door.

									CUT TO:

	INT. HALLWAY 7 1/2 FLOOR - CONTINUOUS

	Craig hurries past a long line of fat people, all looking
	eager, all clutching cash.

									CUT TO:

	INT. LESTER'S OFFICE - MORNING

	Lester sits at his desk. The intercom buzzes.

				 LESTER
			    (depressing switch)
		    Yes, my dear?

				 FLORIS (O.S.)
			    (intercom voice)
		    Someone names A Lot of Warts on
		    line two.

				 LESTER
		    Thank you, Floris.

				 FLORIS (O.S.)
			    (intercom voice)
		    Think, Jew florist?

				 LESTER
			    (pressing line 2)
		    Good morning, Lotte!

				 LOTTE (O.S.)
		    Dr. Lester, everything's falling
		    apart.

									CUT TO:

	INT. GUN SHOP - MORNING

	Craig is at the counter buying a pistol.

									CUT TO:

	INT. JUICY-JUICE JUICE BAR - MORNING

	Lester and Lotte sit at a table. They both have really
	large glasses of carrot juice in front of them.

				 LOTTE
		    I blew it, Dr. Lester.

				 LESTER
		    You followed your heart, my child,
		    and that is not necessarily a bad
		    thing.

				 LOTTE
		    But now we've lost access to Craig.

				 LESTER
			    (laughs)
		    My child, I don't think its a great
		    mystery what Craig's up to.

									CUT TO:


									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - DAY

	Craig stands still and tense, with gun in hand. We hear
	the front door unlock. Lotte enters. She does not see
	Craig. He grabs her from behind as she passes. Lotte
	screams. Craig holds the gun to her head.

				 LOTTE
		    I'm your Goddamn wife. Once you vowed
		    to cherish me forever. Now you hold
		    a gun to my head?

				 CRAIG
		    Yeah, well welcome to the nineties.

				 LOTTE
		    Suck my dick!

				 CRAIG
			    (slapping her)
		    Shut up!

	Lotte is stunned. She feels the muzzle against her forehead.
	She shuts up. Keeping the gun trained on Lotte, Craig
	dials the phone. He hands the receiver to her. He holds his
	ear to the receiver also.

				 CRAIG (CONT'D)
		    Tell her you need to see her.

				 LOTTE
			    (to Craig)
		    You bastard.

	Craig cocks the pistol.

				 MAXINE (V.O.)
		    J.M. Inc. Be all that someone else
		    can be.

				 LOTTE
			    (looking at Craig)
		    I have to see you.

				 MAXINE (V.O.)
		    Sweetie! Oh, but we can't. It's
		    business hours. I need to keep the
		    membranous tunnel open for paying
		    customers.

				 CRAIG
			    (sotto)
		    Tell her, what the hell, close
		    early today, live dangerously.

				 LOTTE
		    What the hell, darling. Close early
		    today, live dangerously.

				 MAXINE (V.O.)
		    Oooh, doll. I love this new
		    devil-may-care side of you. Alrighty,
		    I'll track down Lover-boy, and I'll
		    see both of you in one hour.
		    Exactamundo.

	Maxine hangs up. Lotte hands the phone to Craig, who hangs
	it up. Craig opens up the big cage where Elijah is housed,
	and motions with the gun for Lotte to enter.

				 LOTTE
			    (screaming)
		    Help! He's locking me in a cage!

	Craig slaps Lotte hard. She looks at him, almost sadly.

				 NEIGHBOR
		    Shut up!

				 PARROT
		    Shut up!

				 CRAIG
		    Lesson number one:  Be careful what
		    you teach your parrot.

	Craig tapes Lotte's mouth, ties her hands and feet. Elijah
	watches him tie her. He becomes somewhat agitated, and
	holds his stomach.

									CUT TO:


	INT. BROADHURST THEATER - DAY

	Malkovich is rehearsing some business on stage. Maxine
	watches from the house. She anxiously checks her watch,
	then points to it so Malkovich can see.

				 MALKOVICH
		    Tommy, can I take fifteen?

									CUT TO:

	INT. MALKOVICH'S DRESSING ROOM - DAY

	Malkovich and Maxine are having sex on the make-up table,
	against the mirror.



				 MAXINE
		    Oh, Lotte... Oh, sweetie...

	We now watch the scene from Malkovich's POV.

				 MALKOVICH
		    Maxine...

				 CRAIG (V.O.)
		    I can't believe it. This is too
		    good to be true.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - DAY

	Craig is toweling himself off, hurriedly combing his
	hair. Maxine enters.

				 CRAIG
		    You're glowing again.

				 MAXINE
		    A girl has a right to glow if
		    she wants. It's in the fucking
		    constitution.

	Maxine sits. Craig smiles to himself.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - EVENING

	Craig is feeding the various caged animals. He puts two
	plates of food in Elijah's cage. Lotte is ungagged and
	unbound now. She eats as Craig slumps down next to the
	cage, gun in hand.

				 CRAIG
		    It was lovely being you being
		    Malkovich, my dear. I'd never seen
		    the passionate side of sweet Maxine
		    before, or her actual tits for that
		    matter. If only, I've been thinking
		    to myself, if only I could actually
		    feel what Malkovich feels, rather
		    than just see what he sees... And
		    then, dare I say it, if only I could
		    control his arms, his legs, his
		    pelvis, and make them do my bidding.

				 LOTTE
		    It'll never happen, fuckface.

				 CRAIG
		    Ah, but you're forgetting one thing,
		    Lambchop.

				 LOTTE
		    What's that?

				 CRAIG
		    I'm a puppeteer.

	Craig picks up the phone and dials. He smiles as he
	holds the receiver up to Lotte's face.

									CUT TO:

	INT. MAXINE'S APARTMENT - NIGHT

	Malkovich and Maxine are having sex on Maxine's couch.

				 MAXINE
		    Lotte, this is so good...

				 CRAIG (V.O.)
			    (tense, commanding)
		    Move right hand across her left breast
		    now. Move right hand across her left
		    breast now. Move right hand across her
		    left breast now.

	Malkovich clumsily, awkwardly moves his hand across Maxine's
	breast.

				 CRAIG (V.O.) (CONT'D)
		    Holy shit, yes!

				 MALKOVICH
		    Holy shit, yes!

				 CRAIG (V.O.)
		    Holy shit! He said what I said!

				 MALKOVICH
		    Holy shit! He said what I said!

				 MAXINE
		    Lotte? Is that you?

				 CRAIG (V.O.)
		    Yes, yes, sweetheart, yes!

				 MALKOVICH
		    Yes, yes, sweetheart, yes!
			    (scared)
		    What the fuck is going on? I'm not
		    talking. This is not me!

				 MAXINE
		    Oh, Lotte...

	Maxine kisses Malkovich hard on the lips. There is a
	sucking sound.

									CUT TO:

	EXT. DITCH - NIGHT

	There is a pop and Craig lands in the ditch.

									CUT TO:

	INT. MAXINE'S APARTMENT - NIGHT

	A panicked Malkovich is pulling on his clothes.

				 MALKOVICH
		    Something was making me talk. Some
		    Goddamn thing was making me move. I
		    gotta get out of here.

				 MAXINE
		    Oh, Dollface, it was just your passion
		    for me taking hold.

				 MALKOVICH
		    No, Dollface, I know what my passion
		    taking hold feels like. I gotta go.

	He leaves. Maxine falls back on the couch and sighs
	contentedly.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT

	A wet, mess Craig sits next to Lotte's cage. Lotte is bound
	and gagged.

				 CRAIG
		    I did it, sweetie. I moved his arm
		    across your girlfriend's glorious tit.
		    I made him talk. And, oh, there was
		    the beginning of sensation in the
		    fingertips. Ummmm-mmmm! It's just a
		    matter of practice before Malkovich
		    becomes nothing more than another
		    puppet hanging next to my worktable.
		    Coffee?

									CUT TO:

	INT. MALKOVICH'S APARTMENT - NIGHT

	Malkovich paces nervously, a glass of whisky in his hand.
	Kevin Bacon sits on the couch and fiddles with a Rubic's
	Cube.

				 MALKOVICH
		    It's like nothing I've ever felt
		    before. I think I'm going crazy.

				 KEVIN BACON
		    I'm sure you're not going crazy.

				 MALKOVICH
		    Kevin, I'm telling you... it was
		    like nothing I've...

				 KEVIN BACON
		    Yeah yeah yeah. Yadda yadda yadda.
		    Were you stoned?

				 MALKOVICH
		    Yes, but you see, someone else was
		    talking through my mouth.

				 KEVIN BACON
		    You were stoned. Case closed. End
		    of story. How hot is this babe?

				 MALKOVICH
		    I think it might've been this Lotte
		    woman talking through me. Maxine
		    likes to call me Lotte.

				 KEVIN BACON
		    Ouch. Now that's hot. She's using you
		    to channel some dead lesbian lover.
		    Let me know when you're done with her.
		    This is my type of chick.

				 MALKOVICH
		    I'm done with her now. Tonight really
		    creeped me out.

				 KEVIN BACON
		    You're crazy to let go of a chick who
		    calls you Lotte. I tell you that as a
		    friend.

				 MALKOVICH
		    I don't know anything about her. What
		    if she's some sort of witch or
		    something?

				 KEVIN BACON
		    All the better. Hey, Hot Lesbian
		    Witches, next Geraldo, buddy boy.
		    Ha ha ha.

				 MALKOVICH
		    I gotta know the truth, Kevin.

				 KEVIN BACON
		    The truth is for suckers, Johnny-Boy.

									CUT TO:


	EXT. APARTMENT BUILDING - MORNING

	Malkovich, in a baseball cap and sunglasses, leans against
	the wall. After a moment, Maxine emerges from the building
	and walks down the block. Malkovich follows at a safe
	distance.

									CUT TO:

	INT. 7 1/2 FLOOR - MORNING

	The elevator doors are pried open. It's packed. Maxine and
	a few other people climb out. The last to emerge is
	Malkovich. He is astounded by the dimensions of the floor.
	He turns the corner and sees the long line of crouching fat
	people. Maxine goes into the office and closes the door.
	Maxine sees "J.M. Inc." stenciled on the office door. He
	turns to the first fat man and line.

				 MALKOVICH
		    Excuse me, what type of service does
		    this company provide?

				 FAT MAN
		    You get to be John Malkovich for
		    fifteen minutes. Two hundred clams.

				 MALKOVICH
			    (quietly flipped)
		    I see.

				 FAT MAN
		    No cutting, by the way.

	Malkovich pounds on the door.

				 FAT MAN (CONT'D)
		    No cutting!

	Several fat people jump on Malkovich, and start beating
	him. Craig steps out of the office.

				 CRAIG
		    Hey! Break it up! Break it up!
		    Everybody gets a chance to be...

	The fat people climb off Malkovich. His glasses and cap
	have been knocked off and everyone recognizes him.

				 FAT MAN
		    It's him! Oh, we're so sorry Mr.
		    Malkovich! I hope me and my
		    associates from Overeaters Anonymous
		    didn't hurt you too terribly.

				 MALKOVICH
			    (to Craig)
		    Inside.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - CONTINUOUS

	Craig and Malkovich enter. Maxine looks up, startled, but
	controlling it.

				 MAXINE
		    Darling!

				 MALKOVICH
		    What the fuck is going on?

				 CRAIG
		    Mr. Malkovich, my name is Craig
		    Schwartz. I can explain. We operate
		    a little business her that...
		    simulates, for our clientele, the
		    experience of... being you, actually.

				 MALKOVICH
		    Simulates?

				 CRAIG
		    Sure, after a fashion.

				 MALKOVICH
		    Let me try.

				 CRAIG
		    You? Why I'm sure it would pale in
		    comparison to the actual experience.

				 MALKOVICH
		    Let me try!

				 MAXINE
		    Let him try.

				 CRAIG
		    Of course, right this way, Mr.
		    Malkovich. Compliments of the house.

	Craig ushers Malkovich to the portal door, opens it.

				 MALKOVICH
			    (repulsed by the slime)
		    Jesus.

	Malkovich climbs in. The door closes.

				 CRAIG
		    What happens when a man climbs
		    through his own portal?

				 MAXINE
			    (shrugs)
		    How the hell would I know? I wasn't
		    a philosophy major.

									CUT TO:

	INT. MEMBRANOUS TUNNEL - DAY

	Malkovich crawls through. It's murky. He's tense. Suddenly
	there is a slurping sound.

									CUT TO:

	PSYCHEDELIC MONTAGE

	We see Malkovich hurtling through different environments.
	It's scary: giant toads, swirling eddies of garish, colored
	lights, naked old people pointing and laughing, black velvet
	clown paintings.

									CUT TO:

	INT. RESTAURANT - NIGHT

	Malkovich pops into a chair in a swakn night club. He's
	wearing a tuxedo. The woman across the table from him is
	also Malkovich, but in a gown. He looks around the
	restaurant. Everyone is Malkovich in different clothes.
	Malkovich is panicked. The girl Malkovich across the
	table looks at him seductively, winks and talks.

				 GIRL MALKOVICH
		    Malkovich Malkovich Malkovich
		    Malkovich...

	Malkovich looks confused. The Malkovich waiter approaches,
	pen and pad in hand, ready to take their orders.

				 WAITER MALKOVICH
		    Malkovich Malkovich Malkovich?

				 GIRL MALKOVICH
		    Malkovich Malkovich Malkovich
		    Malkovich.

				 WAITER MALKOVICH
		    Malkovich Malkovich.
			    (Turning to Malkovich)
		    Malkovich?

	Malkovich looks down at the menu. Every item is "Malkovich."
	He screams:

				 MALKOVICH
		    Malkovich!

	The waiter jots it down on his pad.

				 WAITER MALKOVICH
		    Malkovich.

	Malkovich pushes himself away from the table and runs for
	the exit. He passes the stage where a girl singer Malkovich
	is singin sensuously into the microphone. She is backed by a
	'40's style big band of Malkoviches.

				 SINGING MALKOVICH
		    Malkovich Malkovich Malkovich
		    Malkovich...

	Malkovich flies through the back door.

									CUT TO:

	EXT. DITCH - DAY

	Malkovich lands with a thud in the ditch. Craig is waiting
	there with his van. On its side is painted "See The World
	in Malk-O-Vision" followed by a phone number. Malkovich is
	huddled and shivering and soaking wet.

				 CRAIG
		    So how was it?

				 MALKOVICH
		    That... was... no... simulation.

				 CRAIG
		    I know. I'm sorry...

				 MALKOVICH
		    I have been to the dark side. I have
		    seen a world that no man should ever
		    see.

				 CRAIG
		    Really? For most people it's a rather
		    pleasant experience. What exactly did
		    you...

				 MALKOVICH
		    This portal is mine and must be sealed
		    up forever. For the love of God.

				 CRAIG
		    With all respect, sir, I discovered
		    that portal. Its my livelihood.

				 MALKOVICH
		    It's my head, Schwartz, and I'll see
		    you in court!

	Malkovich trudges off along the shoulder of the turnpike.

				 CRAIG
			    (calling after him)
		    And who's to say I won't be seeing
		    what you're seeing... in court?

	Cars whiz by Malkovich. Someone yells from a passing car.

				 MOTORIST
		    Hey, Malkovich! Think fast!

	Malkovich looks up. A beer can comes flying out of the car
	and hits him on the head.

									CUT TO:

	INT. CRAIG AND LOTTE'S APARTMENT - NIGHT

	Craig is feeding the animals. His gun is stuck in his pants.
	He gets to Lotte's cage. She is bound but ungagged. She
	looks haggard.

				 LOTTE
		    Once this was a relationship based
		    on love. Now you have me in a cage
		    with a monkey and a gun to my head.

				 CRAIG
		    Things change. Anyway, you gave up your
		    claim to that love the first time you
		    stuck your dick in Maxine.

				 LOTTE
		    You fell in love with her first.

				 CRAIG
		    Yeah but I didn't do anything about
		    it. Out of respect for our marriage.

				 LOTTE
		    You didn't do anything about it out
		    of respect for the fact that she
		    wouldn't let you near her with a ten
		    foot pole, which is, by the way,
		    about nine feet, nine inches off
		    the mark anyway.

				 CRAIG
			    (beat)
		    That's true. Oh, God, Lotte, what
		    have I become? My wife in a cage
		    with a monkey. A gun in my hand.
		    Betrayal in my heart.

				 LOTTE
		    Maybe this is what you've always
		    been, Craig, you just never faced
		    it before.

				 CRAIG
		    Perhaps you're right. I can't let
		    you go though. Too much has happened.
		    You're my ace in the hole.

				 LOTTE
		    I need a shower.

				 CRAIG
		    I'm sorry. Oh God, I'm sorry. I'm
		    some kind of monster. I'm the guy
		    you read about in the paper and go,
		    "he's some kind of monster."

				 LOTTE
		    You're not a monster, Craig. Just
		    a confused man.

				 CRAIG
		    I love you so much.

	She dials her phone, opens her cage, puts phone to her ear.

				 CRAIG (CONT'D)
		    But I gotta go now. I've got to go
		    be Johnny.

				 MAXINE (O.S.)
		    J.M. Inc. Be all that someone...

				 LOTTE
		    We have to meet.

				 MAXINE
		    One hour.

	Craig hangs up, tapes Lotte's mouth.

				 CRAIG
		    I'll tell you all about it when I
		    get home.

	Craig exits. Lotte fiddles with the ropes on her hands
	Elijah, slumped in the corner of the cage, blankly
	watches her moving hands. Suddenly his eyes narrow.
	Something is going on in his brain. We move slowly into
	his eyes.

									DISSOLVE TO:

	EXT. JUNGLE - DAY

	It is a memory: blurry and overexposed, the color washed
	out. We see a weathered wooden sign which reads "Africa."
	The sound of running feet, huffing frantic breathing. We
	watch from up in a tree (Elijah's POV) as two men in safari
	suits chase a couple of chimps across the jungle floor. The
	chimps are screaming as the safari men tackle them and tie
	them up. The safari men laugh.

				 SAFARI MAN
		    Well, there monkeys ain't going
		    nowhere. Let's get us a couple a
		    brews 'fore the boss comes back...

	The safari men leave the chimps on the ground. We descend
	from the trees to the ground next to the bound chimps. One
	of the chimps looks at the camera. He grunts and squeals.

				 CHIMP ONE (DUBBED VOICE)
		    Son, untie your mother and me!
		    Quickly! Before the great bald
		    chimp-men return.

	A small pair of chimp hands enter into the frame and
	struggle to untie the ropes, but to no avail. Chimp two
	speaks.

				 CHIMP TWO (DUBBED VOICE)
		    Hurry, Elijah!

				 SAFARI MAN
		    Why you little bastard!

	Elijah is wrestled to the ground amidst much screaming.

									DISSOLVE TO:

	INT. CRAIG AND LOTTE'S APARTMENT - DAY

	Elijah shakes off the memory and looks determinedly at the
	ropes on Lotte's hands. He attempts to untie the knot. He
	works furiously and succeeds. Lotte pulls the tape from her
	mouth.

				 LOTTE
		    Oh, Elijah, you are magnificent!

	Elijah beams and screams for ecstatic joy. Lotte unlocks
	the cage, and dials the phone.

				 LOTTE
		    Maxine! Listen:  It hasn't been me
		    in John the last three times. Craig's
		    had me locked up in the apartment. He
		    made me call you at gunpoint. It's
		    been him! Oh, God, it's been him!

				 MAXINE (O.S.)
			    (beat, calmly)
		    Really? Well, you know, he's quite
		    good. I'm surprised. Anyway, I have
		    a session with Malkovich I have to
		    attend. I'll speak with you soon.

				 LOTTE
		    But Maxine, I thought it was me you
		    loved.

				 MAXINE (O.S.)
		    I thought so too, doll. I guess we
		    were mistaken.

	Maxine hangs up. Lotte, visibly shaken, dials the phone.

				 LOTTE
		    Hello, Dr. Lester?

									CUT TO:

	INT. MALKOVICH'S APARTMENT - NIGHT

	The doorbell rings. Malkovich answers it. Maxine stands
	there, dressed in an evening gown.

				 MALKOVICH
		    Come on in.

				 MAXINE
		    I can explain about the portal,
		    darling.

				 MALKOVICH
		    Don't con me, Maxine. We're over. I
		    just let you up here to tell you
		    that, and to tell you that I'm taking
		    you and Schwartz to court.

				 MAXINE
		    Oh shut up.
			    (beat)
		    Craig, darling are you in there?

	Malkovich tenses up, then shakes his head in an awkward,
	puppet-like manner. When Malkovich speaks, it seems to be
	against him will.

				 MALKOVICH
		    Yes. How did you know it was me?

				 MAXINE
		    Lotte called me.

				 MALKOVICH
		    Oh, so the bitch escaped.

				 MAXINE
		    Apparently you can control this
		    Malkovich fellow now.

				 MALKOVICH
		    I'm getting better all the time.

				 MAXINE
		    I'll say you are. Let's do it on his
		    kitchen table, then make him eat an
		    omelette off of it.

				 MALKOVICH
			    (as Malkovich)
		    No... damn... you...
			    (as Craig)
		    Oh shut up, you overrated sack of
		    shit.

	Malkovich begins undressing, and does a lewd bump and grind
	while looking mortified. Maxine giggles. Malkovich (Craig)
	laughs wildly.

									CUT TO:

	INT. LESTER'S OFFICE - NIGHT

	Lester's hand is in a bloody bandage. The juicer sits on hi
	desk. Lotte sits across from him looking nervous and
	hollow-eyed.

				 LESTER
		    You know I think it pays to leave
		    juice-making to the trained
		    professionals. You look terrible,
		    my dear.

				 LOTTE
		    Craig stole Maxine from me, Dr.
		    Lester.

				 LESTER
		    Hmmm, a lesbian, are you? I must
		    inform you that I find that highly
		    arousing.

				 LOTTE
		    No, you don't understand. I've been
		    inside Malkovich when I'm with
		    Maxine...

				 LESTER
			    (slaps Lotte furiously)
		    What?! That is not allowed. My God,
		    you are supposed to be one of us.
		    You know you must never partake of
		    Malkovich by yourself!

				 LOTTE
		    No, I didn't know that.

				 LESTER
		    Oh, didn't anyone show you the
		    indoctrination video?

				 LOTTE
		    No.

				 LESTER
		    Oh, sorry. Right this way.

									CUT TO:

	INT. SCREENING ROOM - NIGHT

	Lotte site next to Lester in the darkened auditorium.
	The projector whirs. The screen lights up.

	TITLE: SO YOU WANT TO BE JOHN MALKOVICH

	A much younger Lester addresses the camera in this black
	and white film, which seems to have been made in the 50's.

				 LESTER ON FILM
		    Welcome, my fellow Malkovichians.
		    As you may already know, today a
		    baby was born into this sad world.

	We see a shot of a newborn.

				 LESTER ON FILM (CONT'D)
		    His name is John Horatio Hannibal
		    Malkovich. And we are the keepers
		    of the door to his soul. One day,
		    when his brain is big enough, we
		    will all journey into his head and
		    live there for all eternity. Following
		    the teachings of our leader Karl Marx,
		    we will build the ultimate communist
		    community, one body and hundreds,
		    maybe thousands, of brains inside
		    working together to form a super
		    human intellect capable of curing
		    disease, stopping all war, and
		    ruling the world with a benevolent
		    fist. We will take a wife, a woman
		    of uncommon beauty and intellect, who
		    is, as yet, still an infant herself.

	We see a photo of another infant, this one with a ribbon in
	her hair.

				 LESTER ON FILM (CONT'D)
		    Her name is Floris Horatia Hannibella
		    DeMent.

				 LOTTE
		    Does Floris know that she's the
		    chosen?

				 LESTER
		    Well, I tried to explain it to her,
		    but...

	Lester points to his ear and shrugs.

									CUT TO:

	INT. MALKOVICH'S BEDROOM - NIGHT

	Malkovich and Maxine lie naked on the bed, looking quite
	relaxed.

				 MAXINE
		    You still there, sweets?

				 MALKOVICH
		    Yeah. I've figured out how to hold
		    on as long as I want. Oddly enough,
		    it's all in the wrists.

				 MAXINE
		    Wow.
			    (little girl pout)
		    Do a puppet show for me, Craig honey.

				 MALKOVICH
		    You mean with Malkovich?

				 MAXINE
		    I'd love to see your work.

				 MALKOVICH
			    (pleased)
		    Really? Yeah. Okay.

	Malkovich leans over and kisses her, then gets up.

				 MALKOVICH (CONT'D)
		    I'll do something I call "Craig's
		    Dance of Despair and Disillusionment."

	Malkovich performs the same dance that the Craig pupper
	did at the beginning of the film. It is exactly the same,
	complete with impossible somersaults and perspiring brow.
	He finishes by falling to his knees and weeping.

				 MAXINE
			    (moved)
		    That was incredible. You're brilliant!

				 MALKOVICH
		    You see, Maxine, it isn't just playing
		    with dolls.

				 MAXINE
		    You're right, my darling, it's
		    so much more. It's playing with
		    people!

	Malkovich kisses Maxine. She snuggles close to him.

				 MAXINE
		    Stay in him forever?

				 MALKOVICH
			    (as Malkovich, screaming)
		    No!
			    (as Craig, calmly)
		    But how will we make a living,
		    my love, if our clientele doesn't
		    have access to our product?

				 MAXINE
		    Well, we'll have all the money in
		    Malkovich's bank account, plus he
		    still gets acting work occasionally.

				 MALKOVICH
			    (as Malkovich, breaking through)
		    No! Please!
			    (as Craig, to Malkovich)
		    Shut up, will you? We're trying to
		    think here.
			    (to Maxine)
		    It is sort of like being a puppeteer.
		    I like that about it.

				 MAXINE
		    No one would ever have to know its
		    not him.

				 MALKOVICH
			    (an idea)
		    Wait a minute! What if everybody knew?
		    What if we presented Malkovich as the
		    world's most complicated puppet and
		    me as the only puppeteer sophisticated
		    enough to work him? We'd wipe the floor
		    with the Great Mantini!

				 MAXINE
		    Oh, Craiggy, that's brilliant!

									CUT TO:

	INT. LESTER'S SHRINE ROOM - NIGHT

	The worshippers are assembled. Lotte stands before them.

				 LOTTE
		    I have sinned, unwittingly, against
		    the community. And for this I am
		    truly sorry.

				 MAN #2
		    W-w-what's it like on the inside?

				 LOTTE
		    Oh, it's glorious. It's indescribable.

				 MAN #2
		    Oooh, I wanna go. I wanna go. I say
		    it's time.

				 LESTER
		    Perhaps you're right, Terry. We're
		    all prepared, and perhaps this
		    Schwartz fellow is forcing our hand
		    a bit. We will enter the portal
		    tonight!

	Everyone cheers.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - NIGHT

	Maxine and Malkovich are furiously filling the portal
	with cement. Suddenly Malkovich stops and runs to the
	office door screaming a bloodcurdling scream. He stops
	just as suddenly, begins to strangle himself.

				 MALKOVICH
			    (Craig to Malkovich)
		    Shut up!
			    (to Maxine)
		    Sorry, dear, I lost control for
		    a minute.

				 MAXINE
			    (kissing him)
		    It's okay, my sweet.

	They go back to filling the portal. There is the sound
	of many shuffling feet in the hallway. The door flies
	open and the Malkovichians led by Lester and Lotte burst
	in. Malkovich and Maxine turn with a start.

				 LESTER
		    Aaaahhhh, the portal!

				 LOTTE
			    (to Malkovich)
		    You bastard!

	Lotte lunges for Malkovich. Lester grabs her arm, holds
	her back.

				 LESTER
		    No! Don't harm the vessel!

				 LOTTE
		    It's Craig in there, I can tell.

				 LESTER
		    I understand, but we must protect
		    the vessel at all costs.
			    (to Malkovich)
		    Please, Craig, please step aside
		    and allow us to have what is
		    rightfully ours.

				 CRAIG
		    Squatter's rights, Lester.

	Craig laughs somewhat maniacally. Maxine slips her arm
	through Craig's, joins him in his laughter, and glances
	triumphantly over at Lotte.

				 MAXINE
		    Now excuse us, we have an
		    entertainment legend to create.

				 LESTER
			    (to the cult members)
		    Clear the way for them, my friends.
		    They will be dealt with in due time.

	The Malkovichians grumble and let Malkovich and Maxine
	exit.

				 LESTER (CONT'D)
		    Now, let's see what we can do to
		    salvage this portal... for the sake
		    of all that is good.

	The Malkovichians converge on the sealed portal, and
	begin clawing desperately at the quick-drying cement.
	Fingers are scraped raw, and we see smears of blood and
	skin on the rough gray surface.

									CUT TO:

	INT. AGENT'S OFFICE - DAY

	A slick-looking agent answers a buzzing phone.

				 AGENT
		    Of course, send him right in. Don't
		    ever keep him waiting again. Do you
		    understand?

	Malkovich and Maxine enter. The agent stands, holds out
	his hand.

				 AGENT (CONT'D)
		    John! Great to see you! Sorry about
		    the cunt at reception.

				 MALKOVICH
		    This is my fiancee Maxine.

	The agent shakes Maxine's hand.

				 AGENT
		    Great to see you, Maxine. Sorry about
		    the cunt at reception. Please have a
		    seat.

	Malkovich and Maxine sit.

				 AGENT (CONT'D)
		    Can I get you anything? Coffee? Water?

				 MAXINE
		    No thanks.

				 AGENT
			    (into phone)
		    Teresa, get me a chicken soup.
			    (to Malkovich and Maxine)
		    Chicken soup?

	Maxine and Malkovich shake their heads "no."

				 MALKOVICH
		    I'll get right to the point, Larry.
		    I'm a puppet now...

				 AGENT
		    Okay.

				 MALKOVICH
		    I'm being controlled by the world's
		    greatest puppeteer, Craig Schwartz...

				 AGENT
			    (no clue)
		    Oh yeah, he's good.

				 MALKOVICH
		    ... and I want to show off his skills
		    by performing a one-puppet
		    extravaganza in Reno.

				 MAXINE
		    Vegas.

				 MALKOVICH
		    Vegas. Can you arrange that?

				 AGENT
		    Sure, sure. Just let me make a
		    couple of calls.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - DAY

	The cult members are still there, now with picks 
	shovels. They are worn out and sweaty. The portal is
	excavated, but it seems ragged and destroyed. Man #2
	emerges from the hole, a rope tied around his waist.

				 MAN #2
		    That's the last of it, boss.

	Lester peers through the door.

				 LESTER
		    Well, let's see what we've got
		    here.

	Lester crawls into the tunnel, the door slams behind
	him.

									CUT TO:

	INT. PORTAL - CONTINUOUS

	Lester crawls through. There is a slurping sound and a
	flash of light.

									CUT TO:

	INT. BUNKER - DAY

	The scene is in black and white. Bombs are dropping.
	There is a blonde in forties clothes there. Lester
	views the scene through somebody's POV.

				 LESTER (V.O.)
		    My God, where am I? This seems so
		    familiar.

	The person walks past a mirror. It's Hitler.

				 LESTER (V.O.)
		    My God, I'm Hitler in the bunker!
		    Aaaahhhh! Aaaah!

				 DIRECTOR
		    Cut!

	We look over to see a director and camera crew.

				 LESTER (V.O.)
		    Oh, I'm just the actor in that
		    Twilight Zone episode.

	There is a popping sound.

									CUT TO:

	EXT. DITCH - DAY

	Lester pops into the ditch. One of his cult members is
	waiting with a car, and looking hopeful. Lester sadly
	shakes his head "no."

									CUT TO:

	INT. LESTER'S SHRINE ROOM - DAY

	The cult members mill about, drinking coffee, chatting.
	Lester enters with the cult member who picked him up at
	the ditch. All quiet down and look over at him.

				 LESTER
		    Thank you all for your efforts,
		    but I'm afraid we can no longer get
		    into Malkovich through the portal.

				 LOTTE
			    (panicky)
		    Why not? I need to get in there!

				 LESTER
		    I'm not certain, my dear, but I
		    believe your husband has somehow
		    psychically diverted the route.

				 LOTTE
		    That bastard! I'll gladly dispose
		    of him in the name of the order, Son
		    of Malkovich.

				 LESTER
		    I'm afraid that no physical harm
		    must come to him as long as he
		    inhabits the vessel.

				 MAN #3
			    (raises hand)
		    Oooh, I got an idea! What if we
		    build another portal to Malkovich,
		    like around back, and sneak in that
		    way?

				 MAN #4
		    Only Captain Mertin knew how to build
		    a portal, dummy, and he's dead!

				 LESTER
		    Actually, my friends, I suppose its
		    time I told you, I'm Captain James
		    Mertin.

	The members fall into a stunned silence. Lester takes
	some refrigerator magnets and spells out L-E-S-T-E-R on
	a board. He then rearranges them for a while.

				 LESTER (CONT'D)
		    You see, Lester is an anagram for
		    Mertin.

	Lester continues to rearrange the letters, getting a little
	tense now.

				 LESTER (CONT'D)
		    It used to work, I'm sure of it.

	Several members check their watches.

				 LESTER (CONT'D)
		    Oh, damn it to hell. Anyway, I am.

	L-E-S-T-E-R has been left as E-L R-E-S-T as Lester turns
	from the board to face the congregation.

				 MAN #3
		    How can this be? I thought you were
		    only one hundred and five years old.
		    Mertin would have to be...

				 LESTER
			    (chuckles amiably)
		    I'm two hundred and five, truth be
		    told.

				 WOMAN #1
			    (flirtatiously)
		    You don't look a day over one
		    hundred and five, Captain. What's
		    your secret?

				 LESTER
		    Lots of carrot juice, little lady.
		    That, and a deal with the Devil.

	There is a lot of murmuring in the room now.

				 MAN #2
		    So what exactly are you saying? Are
		    we in cahoots with the Dark Master
		    here?

				 LESTER
		    Surprise.

	The cultists get tense, start to leave en masse.

				 LESTER (CONT'D)
		    Wait! It's not that bad! When we get
		    into Malkovich, we still get to rule
		    the world, just like I told you. The 
		    only difference is that we rule in the
		    name of evil, instead of good.

	People stop in their tracks.

				 MAN #3
		    That's the only difference?

				 LESTER
		    Absolutely.

	The cultists think about is, then shrug and stay put.

				 LESTER (CONT'D)
		    So anyway...

	Lotte stands.

				 LOTTE
		    Well, I for one, am resigning. I will
		    not serve evil. I am ashamed of all
		    of you.

	Lotte heads for the door.

				 LESTER
		    My dear, let me assure you that when
		    we attain power, it will be much more
		    pleasant for those inside Malkovich,
		    than for those outside.

	Lotte stops and turns.

				 LOTTE
		    I'll take my chances.

	She exits.

				 LESTER
		    Anybody else?

				 WOMAN #1
		    Do we get to wear a crown?

				 LESTER
		    But of course.

				 WOMAN #1
		    Count me in.

				 LESTER
		    Good. I think its time to beckon
		    Mr. Flemmer. Perhaps He can help us
		    out of this pickle.

									FLIP TO:

	INT. LESTER'S SHRINE ROOM - A BIT LATER

	Mr. Flemmer, a silver-haired gentleman in turtleneck and
	blazer, scratches his head. The cultists patiently watch
	him.

				 FLEMMER
		    Boy, this is a toughie. To be honest,
		    I didn't anticipate this.

				 LESTER
		    And as I said, sir, we can't very
		    well exert physical persuasion upon
		    the sacred vessel Malkovich.

				 FLEMMER
		    Right, Lester. I heard you the first
		    time. I'm not a dummy.

				 LESTER
		    Didn't mean to imply that you were,
		    sir.

				 FLEMMER
		    Look, I'm going back to my house
		    to ponder this. So stay calm and
		    keep track of Schwartz's comings
		    and goings. Oh, and somebody dispose
		    of Schwartz's wife, will you?
			    (to cultists)
		    Nice to meet you all.

	The cult members ad-lib "same here, sir."

									CUT TO:

	INT. CRAIG AND LOTTE'S APARTMENT - NIGHT

	Lotte site in the living room, in her pajamas, softly
	sobbing. The caged animals watch her.

				 LOTTE
		    Oh, my friends. Be thankful you're
		    not human. People are treacherous
		    and greedy and corrupt. I've lost
		    my heart to two of them and I almost
		    lost my soul to another. And I'm no
		    better. Look at the way I keep you,
		    locked in cages, for my own enjoyment.
		    Well, I've been in a cage too, my
		    friends. Literally and figuratively.
		    So tonight I set you free.

	Lotte opens the windows and the front door, then unlocks
	all the cages. The animals scurry and fly out of their
	cages, and out of the house. Lotte watches silently until
	she is alone.

				 LOTTE (CONT'D)
		    Good-bye, friends.

	A hand reaches for hers. She looks down. Elijah is still
	there and holding her hand. She smiles.

				 LOTTE (CONT'D)
		    Hello, friend

									CUT TO:

	EXT. CITY STREET - NIGHT

	We see the menagerie of animals on the otherwise deserted
	street, dispersing into the night. A lone dark figure turns
	the corner, and walks slowly up the street to Craig and
	Lotte's building.

									CUT TO:

	INT. CRAIG AND LOTTE'S APARTMENT - CONTINUOUS

	Lotte and Elijah see the dark figure coming up the steps.
	The buzzer rings. Lotte and Elijah jump.

				 LOTTE
		    They've come to kill me, Elijah. See,
		    I know too much. I should get the
		    door. It's impolite to keep death
		    waiting.

	Elijah looks at her sweetly, a great sadness in his eyes.
	Then he leads her by the hand out the window.

									CUT TO:

	EXT. VEGAS HOTEL - NIGHT

	The marquee reads:  World's Greatest Puppeteer Craig
	Schwartz and his Magical Puppet John Malkovich.

									CUT TO:

	INT. DRESSING ROOM - NIGHT

	Malkovich sits in a tuxedo and watches himself in the
	dressing table mirror. Maxine, in a tight black number,
	reclines on the couch.

				 MAXINE
		    This is it, lover. You're stepping
		    onto that stage a nobody and
		    presto-change-o, you're coming
		    back the greatest puppeteer the
		    world has ever seen.

				 MALKOVICH
		    I'm nervous. Malkovich is fighting
		    me hard today.

	Malkovich jerks a bit, gets it under control.

				 MAXINE
		    Doesn't he know how important
		    tonight is to us?

				 MALKOVICH
		    He's a selfish bastard.

									CUT TO:

	INT. LAS VEGAS THEATER - NIGHT

	The house is filling with formally dressed audience members.
	The cultists and Lester, also in tuxes and gowns, are among
	them. The lights go down.

				 ANNOUNCER (O.S.)
		    Ladies and gentlemen, it is the
		    great privilege of the Luxor hotel
		    and Casino to present Craig Schwartz
		    and his magical puppet John
		    Malkovich.

	The orchestra starts up. The curtains part.

				 LESTER
		    Blasphemous bastard.

	Malkovich tap dances out onto the stage. He is amazingly
	nimble and the audience "oohs" and "aahs."

				 LESTER (CONT'D)
			    (grudgingly)
		    Pretty good though.

	Malkovich does an amazing triple somersault, lands on one
	knee and, with spread arms, begins singing: "Kiss Today
	Goodbye."  in a beautiful tenor. The orchestra catches up
	with him. The audience goes wild. A pretty-boy young man
	with a big tousle of black hair and a shiny, tight suit
	appears at the back of the house. An usher glances over at
	him.

				 USHER
		    Oh, Mr. Mantini! We weren't expecting
		    you tonight, sir. Um, I'm afraid
		    there's not an empty seat in the
		    entire house.

				 MANTINI
			    (not taking his eyes from the stage)
		    Make one empty.

				 USHER
		    Y-y-y-es sir.

	The usher looks nervously around for someone to boot.
	Martini waits in the back. On stage, Malkovich is now
	performing the "back of the car scene" from "On The
	Waterfront."  He alternates between the Marlon Brando part
	and the Rod Steiger part, moving back and forth from one
	stool to the another. He performs it magnificently. We see
	Lester in the audience wiping a small tear from his eye.

				 LESTER
		    Not too shabby.

	Mantini is now sitting in a good aisle seat next to a 
	beautiful woman. Her boyfriend is being hauled toward the
	exit by the usher. The beautiful woman watches, with some
	concern, as the boyfriend is taken away. Then she turns and
	smiles flirtatiously at Mantini. Mantini smiles back. On
	stage Malkovich is dressed in a ringmaster's outfit and
	juggling chainsaws.

				 MANTINI
		    Nothing more than a Goddamn clown.

	At this point the entire audience stands and gives Malkovich
	a spontaneous standing ovation. All except Mantini. Even the
	cultists get up.

									CUT TO:

	INT. SEWER - NIGHT

	Lotte sits sadly in the wet tunnel. She is scrunched-up
	against the damp cold. A small fire smolders in front of
	her. We hear footsteps approaching. It is Elijah, carrying
	supplies:  food and blankets. He covers her with a blanket
	and sits down next to her.

				 LOTTE
		    They're going to take over the
		    world, Elijah. Evil will reign.
		    But, then, evil already reigns,
		    doesn't it? So what difference
		    does it make if John Malkovich
		    is wearing the fucking crown while
		    it's reigning?

	Elijah sighs, then holds his stomach. The ulcer is
	returning.

									CUT TO:

	INT. FLEMMER'S APARTMENT - DAY

	It's a conservatively furnished upper westside apartment.
	Looks like it belongs to a Columbia professor. The walls
	are lined with books. Mr. Flemmer sits at his desk, his
	head in his hands, deep in thought. The doorbell rings.

				 FLEMMER
		    It's open.

	The door opens and Lester pokes his head in.

				 LESTER
		    It's just me, boss. I brought
		    croissants.

	Lester enters with a greasy white paper bag.

				 FLEMMER
		    Have a seat. I wracking my brain
		    over this Malkovich thing.

				 LESTER
		    We saw his show at the Luxor last
		    night.

				 FLEMMER
			    (impressed)
		    Vegas? What'd you think?

				 LESTER
		    The kid's got talent. You've never
		    seen Malkovich like this. Schwartz
		    had him up there singing and dancing.
		    Impressions.

				 FLEMMER
		    Impressions? Those are hard.

				 LESTER
		    Very talented son of a bitch. Too bad
		    we can't kill him.

				 FLEMMER
		    I suppose I could come to him in a
		    dream. I don't know. That's the best
		    I can think of right now.

				 LESTER
		    A scary dream?

				 FLEMMER
		    No, a sexy dream. Of course, a scary
		    dream.

				 LESTER
			    (noncommittally)
		    I like that.

									CUT TO:

	INT. HOTEL SUITE - NIGHT

	Malkovich sits on the floor in silk pajamas. He is
	surrounded by newspaper clippings. He is drinking
	champagne from the bottle. Maxine is at a dressing
	table, brushing her hair.

				 MALKOVICH
		    They love me, darling! "Craig Schwartz
		    is fantastic!"  The New York Times.
		    "If only Craig Schwartz had always
		    been inside Malkovich!"  Women's Wear
		    Daily. "Craig Schwartz - The world's
		    greatest puppeteer!"  Paul Wunder,
		    WBAI Radio.

				 MAXINE
		    Oh, darling. It's a dream come true.
		    We're going to ride this straight to
		    the top.

				 MALKOVICH
		    Sleepy suddenly.

				 MAXINE
		    Busy day, my little fire chief. Why
		    don't you climb into bed, and I'll
		    meet you there in just...

	But Malkovich is already passed out on the floor on top of
	his clippings. Maxine smiles maternally, gets up and puts 
	blanket over him. We stay on Malkovich's face.

									DISSOLVE TO:

	INT. HELL - NIGHT

	Craig wanders across a jagged, rocky landscape. Geysers of
	flame shoot up around him. The sky is red. He is frightened.
	He arrives at a desk. The man behind the desk is facing away
	from him. He swivels to face Craig. It is Flemmer, looking
	the same as usual except for little red horns and a sinister
	grin.

				 CRAIG
		    Who are you?

				 FLEMMER
		    I am the Devil.

				 CRAIG
		    Oh.

				 FLEMMER
		    Leave Malkovich. He is mine.

				 CRAIG
		    Okay. Sorry. I didn't know.

									CUT TO:

	INT. HOTEL SUITE - CONTINUOUS

	Malkovich awakes with a start. Maxine looks over at him.

				 MAXINE
		    Bad dream, darling?

				 MALKOVICH
		    I've got to leave Malkovich.

				 MAXINE
		    You've got to be kidding.

				 MALKOVICH
		    I just had the most horrifying
		    nightmare. The devil was in it.

	Flemmer crouches behind a bureau and listens. He is pleased
	with himself.

				 MAXINE
		    Malkovich is our meal ticket. You
		    can't back out because of some
		    stupid dream.

				 FLEMMER
			    (to himself)
		    Shit.

				 MALKOVICH
		    Honey, we can be happy and poor
		    together.

				 MAXINE
			    (laughs derisively)
		    Perhaps you'll want to consult that
		    Ouija board again.

	There is a knock at the door. Maxine opens it, angry.

				 MAXINE (CONT'D)
		    Yeah what?!

				 MALKOVICH
		    Derek Mantini!

	Mantini enters. Maxine is suddenly interested. Mantini and
	Maxine give each other the once over.

				 MANTINI
			    (still eyeing Maxine)
		    Hello, Schwartz. I saw your show.

				 MALKOVICH
		    Did you see the reviews?

				 MANTINI
		    Yeah, I saw them

				 MALKOVICH
		    Because if you missed any, I just
		    happen to have copies here you can
		    take with you when you leave now.

				 MAXINE
		    I'm Maxine. I produced the evening
		    with Malkovich.

				 MANTINI
		    Very impressive. I could use a
		    producer with your vision. And
		    other outstanding attributes.

				 MALKOVICH
		    She's not available.

				 MANTINI
		    We'll see, Schwartz. We'll see.

				 MAXINE
		    Yeah, we'll see, Schwartz. We'll see.

				 MANTINI
		    I won't waste your time Schwartz, or
		    more importantly, mine. Here's my
		    proposal: There's only room in this
		    world for one "World's Greatest
		    Puppeteer."  Correct? So let's allow
		    the puppet-going public to crown
		    their king.

				 MALKOVICH
		    How do we do that?

				 MANTINI
		    A friendly competition, if you will.
		    Your Malkovich puppet and my Harry S.
		    Truman puppet appear opposite each
		    other in a play. Not some Vegas
		    Burly-Q pyrotechnics, but a real play
		    that requires actual acting. The
		    audience decides who is more deserving
		    of the title. The losing puppeteer
		    bows out graciously. Goes back to
		    obscurity as a file clerk.

				 MALKOVICH
		    What's the play?

				 MANTINI
		    Say... "Equus"? It's got everything.

				 MALKOVICH
		    Never heard of it.

				 MANTINI
		    Broadway's finest three hours. It's
		    about the suppression of the
		    individual. Conformity as God in
		    modern society.

				 MALKOVICH
		    Sounds boring. Are there any songs?

				 MANTINI
		    Nothing but acting to hide behind,
		    buddy-boy.

				 MALKOVICH
		    I'm not afraid. I toured for a year
		    with the National Puppet Company's
		    production of "Long Day's Journey
		    Into Night."

				 MANTINI
		    Great then.

				 MALKOVICH
		    Is there dancing?

				 MANTINI
		    No.

				 MALKOVICH
		    Who needs dancing?

									CUT TO:

	INT. FLEMMER'S APARTMENT - DAY

	Lester is watering Flemmer's plants. A key is heard in the
	door. Flemmer enters, a small carry-on bag slung over his
	shoulder.

				 LESTER
		    How'd it go? Did you say the
		    philodendron gets water or no?

				 FLEMMER
		    No, for God's sake, I just watered
		    it yesterday.
			    (beat)
		    It almost went well. I gave a pretty
		    good dream, but circumstances arose.

				 LESTER
		    What kind of circumstances?

				 FLEMMER
		    Maxine says she'll leave him if he
		    leaves Malkovich, plus he's been
		    challenged to a puppet-duel by
		    Mantini.

				 LESTER
		    The Great Mantini?

				 FLEMMER
		    No, the Mediocre Mantini. Of course
		    the Great Mantini!

				 LESTER
		    Oh, he's good! Great, actually. I
		    saw him do "Tru" with his sixty
		    foot Robert Morse puppet. Sensational.

				 FLEMMER
		    But I think I have another plan.

				 LESTER
			    (snippy)
		    Do tell. I love a good plan.

				 FLEMMER
		    Why are you being like this?

	Lester shrugs.

				 LESTER
		    I missed you. I'm sorry. Tell me
		    the plan.

				 FLEMMER
		    Well, if Mantini wins, Schwartz will
		    leave Malkovich, right? So, if he
		    needs it, I help Mantini's performance
		    a bit, give him an edge. Spice up the
		    show.

				 LESTER
		    Can you do that? I mean, do you know
		    anything about puppetry?

				 FLEMMER
		    I am the Devil, Lester. I think I can
		    handle it.

				 LESTER
		    I was just asking. No disrespect
		    intended.

				 FLEMMER
		    Fine. Let's drop it.

				 LESTER
		    Fine. I mean, it's not like I was
		    doubting you, it's just that I know
		    puppetry is a skill that takes a long
		    time to acquire.

				 FLEMMER
		    Fine. I'm not mad. Let's just drop it.

				 LESTER
		    Fine. Your mail's on the kitchen
		    table. Mostly junk. Oh, there's a
		    letter from Alex Trebek.

									CUT TO:

	INT. SEWER - NIGHT

	Lotte and Elijah, now dirty and drawn, are talking. Elijah
	uses sign language.

				 ELIJAH (SUBTITLES)
		    You've got to tell Craig what's going
		    on. He must never leave Malkovich.

				 LOTTE
		    I'm glad you learned sign language,
		    Elijah, but I'm tired of your nagging.
		    I'm tired of this conversation. I'm
		    tired period. What has the world ever
		    done for me that I should feel
		    personally responsible for saving it?

				 ELIJAH (SUBTITLES)
		    It is better to light one candle than
		    curse the darkness. I learned that
		    from you.

	Lotte turns away, shaken. A tear rolls down her face.

				 LOTTE
		    What have I become?

									CUT TO:

	EXT. BROADHURST THEATER - NIGHT

	The Marquee reads: Derek Mantini's sixty-foot Harry S.
	Truman puppet and Craig Schwartz's actual-size John
	Malkovich puppet in Peter Shaffer's "Equus."

									CUT TO:

	INT. BROADHURST THEATER - NIGHT

	The house is packed. On stage is a minimalist set: wood
	planks and metal poles. Six guys in brown turtlenecks and
	stylized wire horse heads mill about. The 60 foot Harry S.
	Truman puppet is pacing, his strings extending up into the
	flyspace and out of sight. Malkovich sits on a bench. Truman
	and Malkovich both take stabs at British accents.

				 HARRY S. TRUMAN PUPPET
		    Do you dream often?

				 MALKOVICH
		    Do you?

				 HARRY S. TRUMAN PUPPET
		    It's my job to ask the questions.
		    Yours to answer them.

				 MALKOVICH
		    Says who?

				 HARRY S. TRUMAN PUPPET
		    Says me. Do you dream often?

				 MALKOVICH
		    Do you?

	We see the audience fidgeting in their seats, coughing.

									CUT TO:

	INT. BROADHURST BACKSTAGE - CONTINUOUS

	The dialogue drones on as Maxine watches coolly from the
	wings. She drags on a cigarette. Mr. Flemmer, dressed as
	a stagehand, stands behind Maxine. He also watches the
	actors, with an occasional sideways glance at Maxine.

				 MAXINE
			    (without turning around)
		    Keep your eyes in your pants, old
		    timer.

									CUT TO:

	INT. THE BROADHURST LOBBY - A BIT LATER

	It's intermission. The lobby is crowded. Maxine moves
	through the crowd listening to snippets of conversation.
	Flemmer, now in a tuxedo, moves about also. First couple:

				 THEATERGOER #1
		    That Truman puppet is downright
		    boring as the psychiatrist.

				 THEATERGOER #2
		    It's a wooden performance, really.
		    Get it? Wooden?

	Second couple:

				 THEATERGOER #3
		    What's with the Malkovich puppet?
		    He was much better in Vegas when he
		    played the piano with his feet.

				 THEATERGOER #4
		    I hate it when they try to stretch.
		    It's like Woody Allen.

	Third couple:

				 THEATERGOER #5
		    They both stink! I'm going across the
		    street to second act Miss Saigon.

									CUT TO:

	INT. DRESSING ROOM - A FEW MINUTES LATER

	Malkovich watches himself in his dressing table mirror.
	Maxine enters, flops herself down on the couch and lights
	up a cigarette.

				 MAXINE
		    You'd better turn on the pyrotechnics,
		    lover, 'cause right now you're running
		    neck and neck with the dead president.
		    And you're both in last place.

	Malkovich continues to watch himself in the mirror, nods his
	head.

									CUT TO:

	INT. CATWALK ABOVE STAGE - CONTINUOUS

	Mantini leans against a rail and smokes a cigarette. Charles
	Nelson Reilly, in a tuxedo, confers with him in hushed tones.

				 CHARLES NELSON REILLY
		    You're doing beautifully, my boy. I
		    wept at the speech about your wife.

	Flemmer materializes behind Mantini

				 CHARLES NELSON REILLY
		    What the hell? Nyong-nyong!

	Mantini spins around to face Flemmer. Reilly makes a break
	for it. Flemmer points a finger and Reilly freezes in
	mid-strut. Flemmer then points a finger at Mantini, and he,
	too, freezes. Flemmer picks up the giant wooden controls
	for the marionette, and pulls a copy of the play from his
	pocket.

									CUT TO:

	INT. BROADHURST STAGE - NIGHT

	We watch the second act in progress. The Truman puppet pace
	as he delivers a monologue. Somehow he doesn't even seem to
	be a puppet anymore, so subtle and graceful are his
	movements and the changes in his facial expressions. It's
	as if there's a giant actual Harry Truman on stage.

				 HARRY S. TRUMAN PUPPET
		    I can hear the creature's voice. It's
		    calling me out of the black cave of
		    the Psyche. I shove in my dim little
		    torch, and there he stands -- waiting
		    for me. He raises his matted head. He
		    opens his great, square teeth and says
			    (mocking)
		    'Why? ... Why me? ... Why --
		    ultimately -- Me? ... Do you really
		    imagine you can account for Me?
		    Totally, infallibly, inevitably
		    account for Me? ... Poor Dr. Dysart!'

	Malkovich watches impressed and a little scared by this
	bravura performance. He glances out into the audience and
	sees a silent, rapt crowd.

									DISSOLVE TO:

	INT. BROADHURST STAGE - A BIT LATER

	Malkovich is delivering a monologue. Acting up a storm.
	During Malkovich's speech, Truman repeatedly attempts to
	upstage him, nodding his head, looking thoughtful, raising
	his ten foot eyebrows in surprise...

				 MALKOVICH
		    Eyes! ... White eyes -- never closed!
		    Eyes like flames -- coming -- coming!
		    ... God seest! ... God seest! ... NO!

									CUT TO:

	EXT. NEW YORK STREET - CONTINUOUS

	A man hole cover is pushed off. Lotte climbs out onto the
	street. She is dirty but determined.

									CUT TO:

	INT. BROADHURST STAGE - LATER STILL

	Malkovich is in convulsions on the floor. Big dramatic
	convulsions. Truman scoops him up, and places him on the
	bench. Malkovich continues with the convulsions, milking
	it. Truman speaks.

				 HARRY S. TRUMAN PUPPET
		    Here ... Here ... Sssh ... Sssh ...
		    Calm now ... Lie back. Just lie back!
		    Now breathe in deep. Very deep. In ...
		    Out ... In ... Out ... That's it ...
		    In. Out .. In ... Out ...

	Malkovich is breathing insanely now, trying to keep the
	focus on himself. Flemmer is in the catwalks, watching the
	crowd. The audience is watching Malkovich.

				 AUDIENCE MEMBER
			    (to his wife)
		    That Malkovich puppet is a damn fine
		    actor.

				 FLEMMER
			    (blood boiling)
		    Bastard is stealing my thunder.

	Malkovich and Truman on the stage. Truman is pacing,
	swirling, dancing, juggling enormous bowling pins as he
	talks.

				 HARRY S. TRUMAN PUPPET
		    All right! I'll take it away! He'll be
		    delivered from madness. What then?
		    He'll feel himself acceptable! What
		    then?

	Malkovich has upPed his convulsions now. He watches Truman
	out of the corner of his eye while writhing tormentedly on
	the bench. He levitates. Spins in mid-air. Falls on all
	fours and does an uncanny impression of a yelping dog.
	Truman watches Malkovich, continues to speak. But now, when
	he talks, fire comes out of his mouth.

				 HARRY S. TRUMAN PUPPET (CONT'D)
		    I'll heal the rash on his body. I'll
		    erase the welts cut into his body by
		    flying manes.

	The audience "ooohs" at the flames. Malkovich rips off his
	clothes and convulses into the dying swan-bit from "Swan
	Lake." The audience applauds. Truman continues his speech,
	now transforming himself into an actual 60 foot swan and
	flying around the auditorium as he speaks.

				 HARRY S. TRUMAN PUPPET (CONT'D)
		    You won't gallop anymore, Alan. Horses
		    will be quite safe. You'll save your
		    pennies every week, till you can
		    change that scooter into a car...

	The audience watches the giant swan overhead, necks craned,
	in awe. Malkovich sighs. He is out of his league. He goes
	into a remarkable tap dance routine and sings "Mr.
	Bojangles", but nobody even looks at the stage. The giant
	swan bursts into flames, flies back onto the stage, burns
	to a crisp, then rises from his ashes as the actual Harry S.
	Truman. Truman looks confused and disoriented, as if just
	raised from the dead.

				 ACTUAL TRUMAN
		    Where am I? Aren't I dead?
			    (possessed)
		    Vote for Mantini!

	Truman grows and grows until he is again just a giant
	puppet. The audience bursts into applause, then delivers a
	standing ovation. Truman bows. Flemmer laughs wildly in the
	catwalks. Malkovich walks dejectedly from the stage.

									CUT TO:

	INT. BACKSTAGE - CONTINUOUS

	Malkovich walks past Maxine. She doesn't even look at him.
	Thunderous applause is heard in the background.

				 MALKOVICH
		    Good-bye, Maxine.

				 MAXINE
		    Whatever.

	Malkovich drops limply to the floor. He lifts his head.

				 MALKOVICH
			    (weak but relieved)
		    I'm back! My nightmare is over.

									CUT TO:

	INT. CATWALK - CONTINUOUS

	Flemmer watches Malkovich from above. He pulls out a
	walkie-talkie.

				 FLEMMER
			    (into walkie-talkie)
		    Okay, now!

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - CONTINUOUS

	Lester is surrounded by all the Malkovichians. He holds
	the walkie-talkie, has just received word. He nods, and
	the Malkovichians crawl in single file into the portal,
	while shrieking a war cry.

									CUT TO:

	INT. BACKSTAGE - CONTINUOUS

	Maxine watches as Malkovich pulls himself up off the ground.
	Suddenly, he is again possessed, first by one person, then
	by two, then by three, his body jerking and pulsating with
	each new occupant. It's almost like popping corn, starting
	out slowly, then going faster and faster, until Malkovich
	is possessed by all fifty Malkovichians. He shrieks a war
	cry and runs out onto the stage.

									CUT TO:

	INT. STAGE - CONTINUOUS

	The Truman puppet now hangs limply from the catwalks.
	Malkovich hovers just above the stage and addresses the
	audience.

				 MALKOVICH
			    (now sounding like fifty voices)
		    I am your earthly king! Kneel before
		    me!

	The audience scoffs at first, but then are compelled to
	their knees.

				 CROWD
			    (like automatons)
		    Hail Malkovich, king of the damned.

	Malkovich laughs, gives the thumbs up sign to Flemmer in
	the catwalks. Flemmer gives the thumbs up sign back.

	Lotte appears in the back of the theater, an out-of-breath
	figure in shadows. It is too late. She runs from the
	theater.

									CUT TO:

	INT. BACKSTAGE - CONTINUOUS

	Maxine watches, somewhat amused. She turns and heads for
	the exit.

									CUT TO:

	EXT. NEW JERSEY TUNPIKE - NIGHT

	A dejected Craig walks along the shoulder. He is wet and
	cold. We hold on him for a long while until he eventually
	merges with the landscape.

	FADE OUT

	FADE IN

	EXT. MANHATTAN STREET - DAY

	CHYRON:  LATER THAT WEEK

	Something is wrong. It's a typical midtown street, but
	everything is painted gray:  the buildings, the streets,
	the sidewalks, the cars. People walk along the streets,
	carrying gray briefcases, wearing gray jumpsuits. Nobody
	talks, nobody smiles. Gray birds fly silently in the sky.
	There is no noise whatsoever. There are several movie
	theaters on the block. All marquees advertise John Malkovich
	movies. Around the corner comes Malkovich. He is floating
	about ten feet off the ground on an enormous, bright red,
	jeweled throne. He wears a gold crown and purple silk robe
	and smiles condescendingly, majestically. Floris sits on his
	lap. She is dressed in an orange satin gown. Nobody on the
	street looks up.

				 MALKOVICH
			    (fifty voices)
		    Greetings, my lowly subjects.

				 FLORIS
		    Great things, my lonely subtext?

				 MALKOVICH
			    (rolls his eyes)
		    Boy, be careful what you wish for.
			    (to Floris)
		    Never mind, dear. Just enjoy the ride,
		    will you?

	Floris shrugs, picks at her finger nails.

				 MALKOVICH (CONT'D)
			    (to the people on the street)
		    I am bored. You will dance for your
		    king now.

	Without pause the entire street of gray clad people breaks
	into a meticulously choreographed production number. Totally
	silent, totally joyless, but exquisitely executed. We see
	that Maxine is one of the anonymous dancers. Her face is
	void of expression. Malkovich laughs.

				 MALKOVICH (CONT'D)
		    Faster! Faster, my little trained
		    monkeys!

	The crowd dances faster and faster. Older people fall over,
	exhausted, clutching their hearts. Nobody stops dancing to
	help, nobody dares.

									CUT TO:

	EXT. CENTRAL PARK - DAY

	Bird's eye view of the park. It's all painted gray. Every
	tree, every leaf. There's no sign of life. The camera moves
	in, through some gray trees and gray brush to:

	A LUSH GREEN OASIS CAMOUFLAGED ON THE TOP AND SIDES WITH GRAY PAINT

	This place is filled with life:  Colorful birds, lizards,
	cats, a rooster. All the animals are active, happy, but
	totally silent, as if they know the precariousness of their
	position. Lotte and Elijah sit among them. These are the
	animals that she freed earlier. Lotte and Elijah hold hands
	and look into each other's eyes. We see that they both wear
	gold bands. They are husband and wife. Elijah signs.

				 ELIJAH (SUBTITLES)
		    Must you take this terrible demon
		    on yourself, my love?

				 LOTTE
		    Yes. I'm the only one. I have to enter
		    Malkovich and destroy him from the
		    inside. If not me, who?

				 ELIJAH (SUBTITLES)
		    If there was any way I could go in
		    your place. But I'm only a monkey
		    and...

				 LOTTE
			    (puts finger to his lips)
		    Hush, sweetheart.

	Lotte slips into a gray jumpsuit. She stuffs a homemade bomb
	on her pocket. She and Elijah kiss passionately, then
	embrace.

				 LOTTE
			    (to the animals)
		    I'll be with you always, my friends.
		    Who knows, maybe if I'm lucky, I'll
		    rejoin you with wings and a beak.

				 ELIJAH (SUBTITLES)
		    Wings and a halo, my darling. Wings
		    and a halo.

	Lotte turns quickly. This is too much to bear. She descends
	into a storm drain. The animals stop what they're doing.

				 PARROT
			    (softly)
		    Good-bye. Good-bye.

									DISSOLVE TO:

	EXT. MERTIN-FLEMMER BUILDING - DAY

	A man-hole cover lifts. Lotte pokes her head out. The coast
	is clear. She emerges. Assumes the dead-eyed expression of
	the others, and enters the building.

									CUT TO:

	INT. ELEVATOR - DAY

	Lotte watches the floors change. After seven, she presses
	the emergency stop button. The elevator jerks to a halt.
	She picks up the crow bar in the corner, pries open the
	door. The 7 1/2 floor is gone. Nothing is there but pipes
	and wires and beams. She climbs out onto the floor.

									CUT TO:

	INT. BETWEEN FLOORS - CONTINUOUS

	Lotte searched the floor for some sign of the portal. It
	is nowhere to be found. There is a noise behind her. She
	turns with a start. It's Craig, ragged and ill-shaven.

				 LOTTE
		    My God!

				 CRAIG
		    I'm so glad you're safe. You look
		    really wonderful.

				 LOTTE
		    I'm in love. For the first time.
		    It's funny, but when it happens to
		    you, there's no question.

				 CRAIG
		    He's a lucky man.
			    (beat)
		    Do I know him?

				 LOTTE
		    It's Elijah.

				 CRAIG
		    The iguana?

				 LOTTE
		    The monkey.

				 CRAIG
		    Oh, right. As long as you're happy.
		    I'm sure he's a better lover than I
		    ever was.

				 LOTTE
		    A better friend.

				 CRAIG
			    (beat)
		    I'm sorry for everything.

				 LOTTE
			    (pecking him on the cheek)
		    It's okay, Craig. It all worked out,
		    in an odd sort of way.

				 CRAIG
		    You came up here looking for the
		    portal?

				 LOTTE
		    Yeah. I was going to kill him from
		    the inside.

				 CRAIG
		    And yourself too in the process. God,
		    you're so beautiful. Why couldn't I
		    see that before?

				 LOTTE
		    You saw it once. Now you see it again.
		    That's life, isn't it? And you were
		    up here to try the same thing, weren't
		    you?

				 CRAIG
		    I suppose. But they got here first,
		    the lousy bastards. So now it's all
		    over, I guess.

				 LOTTE
		    I don't know. There's a small
		    community of us. We have a place they
		    don't know about. We're happy. We'll
		    keep trying to figure out a way. Come
		    stay with us. Join the struggle.

				 CRAIG
		    You'll have me, after all I've done
		    to you?

				 LOTTE
		    People make mistakes.

				 CRAIG
		    I'm through with puppets, Lotte.
		    I just want you to know that.

				 LOTTE
		    I know.

				 CRAIG
		    I'd like to be a farmer. I want to
		    help things grow, to encourage life.
		    Do you and your friends need a farmer?

				 LOTTE
		    Sure. We could really use a farmer.
		    We'd be grateful for the help.
			    (beat)
		    Also, I think, you know, if you
		    wouldn't mind too terribly, a little
		    puppet show every once in a while,
		    would do a lot to lift our spirits.
		    You know, if you wouldn't mind too
		    terribly.

	Craig's eyes well up with tears. Lotte looks at him sweetly.

				 LOTTE (CONT'D)
		    Oh honey. It's gonna be okay.

	She puts her arm around him and leads him toward the
	elevator.

				 CRAIG
		    I love you, Lotte.

	We come on very close to Craig's arm as he lifts it to put
	it around Lotte. We see a thin almost invisible filament.
	We follow it up, and discover that Craig is now a
	marionette being controlled from above by an emotionless
	Mantini in a gray jumpsuit.

				 MANTINI
			    (in Craig's voice)
		    I can't wait to see where you and your
		    friends live, Lotte.

				 LOTTE (O.S.)
		    It's beautiful, Craig, like Eden.

	Now we see filaments attached to Mantini's arms, and w
	follow them up to find that Flemmer is controlling Mantini.

				 FLEMMER
		    One serpent, coming up.

	Flemmer throws his head back and laughs. The camera moves
	into his mouth and down his throat, which, oddly enough,
	looks exactly like the membranous John Malkovich portal
	tunnel.

	MUSIC IN: "Put Your Hand Inside The Puppet Head" by They
	Might Be Giants. It plays throughout the credits.

	FADE OUT



	THE ENDBEING JOHN MALKOVICH

		   A Screenplay by Charlie Kaufman



	INT. CHEERLESS ROOM - DAY

	The room is bare, dusty. A ceiling fan turns. The 
	wall clock ticks. Craig, 30 years old and small, sits at
	a collapsible card table. The only item on the table is a
	book. Craig picks it up, looks at the jacket. It's entitled
	"Sit." Craig opens the book. It reads: "sit sit sit sit
	sit..." over and over, page after page. Craig closes the
	book. He begins to stand, but thinks better of it, sighs.
	He looks at the book again. It is now entitled "Die."  He
	opens it up.  "die die die die die..."  A rooster crows.


									CUT TO:


	INT. CRAIG AND LOTTE'S BEDROOM - MORNING

	Craig jolts awake. A rooster stands on Craig's chest,
	crowing. Lotte, also 30, in the middle of dressing for 
	work, hurries in and pulls the bird from Craig's chest.


				 LOTTE
		    Sorry, hon. I didn't know Orrin
		    Hatch was out of his pen. Good
		    morning.


	Lotte leans down and kisses Craig on the forehead.

				 CRAIG
		    Morning.

				 LOTTE
		    Gotta run. Shipment of grub worms
		    coming in first thing.

				 CRAIG
		    Enjoy.

				 LOTTE
		    Craig, listen, honey, I've been
		    thinking... maybe you'd feel better
		    if you got, you know, a job or
		    something.

				 CRAIG
		    We've been over this. Nobody's
		    looking for a puppeteer in today's
		    wintry economic climate.

				 LOTTE
		    Well, you know, maybe something else
		    until this whole puppet thing turns
		    around.

				 CRAIG
			    (bitterly)
		    The Great Mantini doesn't need a day
		    job.

				 LOTTE
			    (sighs)
		    Craig, everyone can't be Derek Mantini.
			    (beat)
		    Well, grub worms are waiting. Do me
		    a favor?

				 CRAIG
		    What?

				 LOTTE
		    Would you check in on Elijah? He seems
		    to be a little under the weather this
		    morning.

				 CRAIG
		    Which one is Elijah again?

				 LOTTE
		    The monkey.

				 CRAIG
		    Yeah. Okay.

									CUT TO:

	INT. CRAIG AND LOTTE' S GARAGE - MORNING

	The place is a mess. Vivaldi blasts through cheap speakers.
	A small marionette stage stands in the back of the garage.
	The stage is lit and on it is a finely sculpted puppet 
	version of Craig. The "Craig" puppet paces back and forth, 
	wringing its hands with incredible subtlety. We see Craig,
	above and behind the stage. He is manipulating the puppet.
	His fingers move fast and furious. The puppet breaks into
	a dance, a beautiful and intricate balletic piece. Soon the
	puppet is leaping and tumbling through space, moves that one
	would think impossible for a marionette. Sweat appears on
	the real Craigs brow. His fingers move like lightning. The
	puppet moves faster and faster. Sweat appears on the puppet's
	brow. We see that the sweat is being piped from a special
	device that the real Craig controls. The Craig puppet
	collapses on the floor of the stage. It puts its hands up to
	its face and weeps. Craig hangs the puppet, and comes down
	around the front of the stage. He is heaving. He switches
	off the music, picks up a beer and takes a swig.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - DAY

	The room is filled with penned and unpenned animals of all
	kinds: snakes, lizards, birds, a dog, cats, etc. Craig sits
	on the couch and looks at the want ads, the TV is on in the 
	background. Elijah, the monkey, sits next to Craig holding
	his stomach and moaning weakly. On the TV, Derek Mantini is
	working a 60 foot high marionette from the top of a water tower.
	The assembled crowd is enthralled.


				 TV ANNOUNCER
		    The crowd is enthralled as Derek
		    Mantini, arguably the greatest
		    puppeteer in the history of the 
		    world, performs "The Belle of
		    Amherst" with his 60 foot Emily
		    Dickinson puppet, directed by the
		    inimitable Charles Nelson Reilly.

	Charles Nelson Reilly floats by in a hot air balloon.

				 CHARLES NELSON REILLY
		    Beautiful, beautiful! Nyong-nyong.

				 CRAIG
		    Gimmicky bastard.

	Craig switches off the TV. He comes across an ad for a
	female puppeteer to teach at a girls school. Craig rubs 
	his chin in thought, then stands with great determination. 


	MUSIC IN: TRIUMPHANT

									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - DAY

	Craig searches through Lotte's closet, looking for the
	right dress.

									CUT TO:

	INT. CRAIG AND LOTTE'S BATHROOM - DAY

	Craig waxes his body, shaves his face.

									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - DAY

	Craig paints his nails while he chats on the phone. Craig
	pulls stockings and underwear from Lotte's drawer. Craig 
	picks a wig from a mannequin head on Lotte's dressing table. 


									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - DAY

	Craig, at the sewing machine, is sewing padding to go onto
	his chest and around his hips.

									CUT TO:

	INT. CRAIG AND LOTTE'S BATHROOM - DAY

	Craig applies make up in the bathroom mirror. 


									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - DAY

	Craig, now looking very much like a woman, admires himself
	in the full length mirror.

									CUT TO:

	EXT. STREET - DAY

	Craig hails a taxi in his get-up. Men on the street turn
	and leer at him.

									CUT TO:

	INT. HEADMISTRESSS OFFICE - DAY

	Craig and the headmistress chat over tea. Craig is quite
	animated and charming. The admiring headmistress smiles 
	and nods her head in approval.

									CUT TO:

	INT. CLASSROOM - DAY

	Craig instructs a class of uniformed girls. He draws
	complex diagrams of puppets on the blackboard. The
	students are transfixed, except for one troubled girl who
	eyes Craig sullenly from the back of the room as she plays
	with a switchblade.

									CUT TO:

	INT. THEATER - DAY

	Craig guides the hands of the troubled teenage girl, who
	is trying to manipulate a marionette. The girl looks up
	at Craig. Her tough facade crumbles and she smiles. Craig 
	smiles back.

									CUT TO:

	EXT. SCHOOL GROUNDS - DAY

	The girls carry Craig on their shoulders. Everyone is joyous.

									CUT TO:

	EXT. COUNTRY ROAD - DAY

	Craig leads the girls in a bike race. Everyone is laughing
	and screaming. One of the girls notices that Craig is
	riding a man's bike.

	MUSIC OUT.

									CUT TO:

	INT. JAIL CELL - NIGHT

	Craig sits in a holding cell with several other men. He is
	still in the dress, but the wig is in his lap and the
	make-up is smeared off. Lotte appears with a cop outside
	Craig's cell. The door is opened, and Craig, Lotte, and
	the cop head down the hall.

									CUT TO:

	INT. CAR - NIGHT

	Lotte drives. Craig looks out the window. Both are silent.

				 LOTTE
			    (finally)
		    Is the trial date set?

				 CRAIG
		    May 11th.

       More silence.

				 LOTTE
		    Why'd you do it, Craig?

				 CRAIG
		    I'm a puppeteer.

	They drive in silence.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - MORNING

	Craig sits on the couch in his bathrobe and studies the
	want ads. He sees an ad for a company called "WOMYN-TEERS", 
	looking for "an African-American, Lesbian Separatist
	Puppeteer for Community Outreach." Craig rubs his chin in
	thought, stands with determination.


	MUSIC IN: SAME AS BEFORE.

									CUT TO:

	INT. CRAIG AND LOTTE'S BATHROOM - MORNING

	Craig applies a dark pancake make-up to his face.

									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - MORNING

	Craig pulls an afro-style wig off a mannequin head on
	Lotte's dressing table.

									CUT TO:

	EXT. STREET - MORNING

	Craig, now made up to look like a black, lesbian
	separatist, hails a cab. Women look at him longingly.

									CUT TO:

	INT. CAR - NIGHT

	Craig, dressed as the black lesbian and beaten to a pulp.
	sits in the passenger seat. Lotte drives.

				 LOTTE
			    (finally)
		    Why, Craig. why?

				 CRAIG
			    (through fat lip)
		    I... puppeteer.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - DAY

	Craig reads the paper. He comes across an ad: "Female
	puppeteer wanted for nudist colony marionette staging of
	'Oh, Calcutta!'"  Craig rubs his chin.

									CUT TO:

	INT. CAR - NIGHT

	Craig sits in the passenger seat. He is made up as a
	woman and wears a full-body rubber "naked woman" suit.
	Lotte drives.

				 LOTTE
			    (finally)
		    You know, maybe you should speak to
		    someone about this.

									CUT TO:

	INT. CRAIG AND LOTTE' S LIVING ROOM - DAY

	Craig sees a personal ad: "Male puppeteer looking for
	attractive female puppeteer for friendship, travel, and
	much much more."  Craig rubs his chin, then thinks better
	of it and sighs. He finds a want ad calling for a
	"short-statured file clerk with unusually nimble and
	dexterous fingers needed for speed filing."  Craig writes
	down the address.

									CUT TO:

	INT. OFFICE BUILDING LOBBY - DAY

	Craig. in sport coat and tie, studies the business listings
	board. He finds LesterCorp, and sees that it is located on
	floor 7 1/2. Craig presses the elevator button and waits.
	Another man comes and waits next to him. The doors open,
	and Craig and the other man get in.

									CUT TO:

	INT. ELEVATOR - CONTINUOUS

	The other man presses "9." Craig studies the buttons. There
	is no "7 1/2."

				 WOMAN #1
		    Seven and a half, right?

				 CRAIG
		    Uh. yeah.

				 WOMAN #1
		    I'll take you through it.

	The man picks up a crowbar leaning in the corner. He
	watches the floor numbers light up in succession. After
	"7" and before "8", the man hits the emergency stop button.
	The elevator slams to a halt. The man pries open the doors
	with the crowbar. Revealed is a standard office building
	hallway, except that from floor to ceiling it is only about
	four feet high. Everything is scaled down accordingly.
	The number on the wall across from the elevator is 7 1/2.

				 WOMAN #1
		    Seven and a half.

				 CRAIG
		    Thank you.

	Craig climbs out onto the 7 1/2 floor.

									CUT TO:

	INT. SEVEN AND A HALF FLOOR - CONTINUOUS

	Craig, hunched-over, makes his way down the hallway
	looking for LesterCorp. He passes a hunched-over man
	walking in the other direction. They nod to each other.
	Craig finds a door marked "LesterCorp - Meeting America's
	Filing Needs Since 1922."  He enters.

									CUT TO:

	INT. LESTERCORP RECEPTION AREA - CONTINUOUS

	All furniture is scaled down to fit into this low-ceilinged
	space. A few other short men sit reading tiny magazines.
	Craig approaches Floris, the receptionist.

				 FLORIS
		    Welcome to LesterCorp. May we meet
		    your filing needs?

				 CRAIG
		    No, uh, my name is Craig Schwartz.
		    I have an interview with Mr. Lester.

				 FLORIS
		    Please have a seat, Mr. Juarez...

				 CRAIG
		    Schwartz.

				 FLORIS
		    Pardon?

				 CRAIG
		    Schwartz.

				 FLORIS
		    I'm sorry, I'm afraid I have no idea
		    what you're saying right now.

				 CRAIG
		    My name is Schwartz.

				 FLORIS
		    Money, Miss Warts?

				 CRAIG
		    Forget it.

	Craig takes a seat next to the other applicants.

				 FLORIS
			    (calling across the room)
		    Fork ah did?

	The intercom buzzes. Floris picks it up.

				 FLORIS
			    (to Craig)
		    Mr. Juarez?

				 CRAIG
		    Yes?

				 FLORIS
		    Yex?

				 CRAIG
		    I said "yes."

				 FLORIS
		    You suggest what? I have no time for
		    piddling suggestions from mumbling job
		    applicants, my good man. Besides, Dr.
		    Lester will see you now. I think
		    that's what he said.

	Craig stands, opens Lester's door, and enters.

									CUT TO:

	INT. LESTER'S OFFICE - CONTINUOUS

	Craig enters. Lester, a giant of an old man, sits hunched
	behind his tiny desk.

				 LESTER
		    Come in, Mr. Juarez. I'd stand, but,
		    well, you know.

				 CRAIG
			    (extending his hand)
		    Actually, my name is Craig Schwartz,
		    Dr. Lester.

	Lester flips an intercom switch.

				 LESTER
		    Security.

				 CRAIG
		    No, it's okay, sir. Just a mixup with
		    your secretary.

				 LESTER
		    She's not my secretary. She's what
		    they call an executive liaison, and
		    I'm not banging her, if that's what
		    youre implying.

				 CRAIG
		    Not at all, Dr. Lester. I simply
		    misspoke.

				 LESTER
		    Tell me, Dr. Schwartz, what do you
		    feel you can bring to LesterCorp?

				 CRAIG
		    Well, sir, I'm an excellent filer.

				 LESTER
			    (crafty)
		    You think so, eh? Which comes first,
		    L or... Glooph?	

				 CRAIG	
		    Glooph is not a letter, sir.	

				 LESTER	
		    Damn, you are good. I tried to trick
		    you. Okay, put these in order.

	Lester hands Craig a bunch of index cards. Craig orders
	them with amazing speed and dexterity. Lester watches,
	eyes wide.

				 LESTER (CONT'D)
			    (flips intercom switch)
		    Floris, get Guinness on the phone.

				 FLORIS (O.S.)
		    Gehginnis ondah foam?

				 LESTER
		    Forget it.

				 FLORIS (CONT'D)
		    Fork ah did?

				 LESTER
			    (flips off switch)
		    Fine woman, Floris. I don't know how
		    she puts up with this damn speech
		    impediment of mine.

				 CRAIG
		    You don't have a speech impediment,
		    Dr. Lester.

				 LESTER
		    Flattery will get you everywhere,
		    my boy. But I'm afraid I have to
		    trust Floris on this one. You see,
		    she has her doctorate in speech
		    impedimentology from Case Western.
		    Perhaps you've read her memoirs,
		    "I can't understand a word any of
		    you are saying."

				 CRAIG
		    No.

				 LESTER
		    Pity, it tells it like it is.
		    That's why the eastern, read Jewish,
		    publishing establishment won't touch
		    it. That's a quote from the book
		    jacket. George Will, I think.
			    (beat)
		    I apologize if you can't understan
		    a word I'm saying, Dr. Schwartz.

				 CRAIG
		    No. I understand perfectly.

				 LESTER
			    (choking up)
		    Thank you for being kind enough to
		    lie. You see, I've been very lonely
		    in my isolated tower of
		    indecipherable speech. You're hired.
		    Any questions?

				 CRAIG
		    Just one. Why is this floor so short?

				 LESTER
		    Low overhead, m'boy. We pass the
		    savings on to you.
			    (laughs heartily)
		    But seriously, that's all covered in
		    orientation.

									CUT TO:

	INT. ORIENTATION ROOM - DAY

	It's a small screening room with red velvet seats. There
	are a few people scattered about the squat theater. Craig
	is among them. He looks around the room and his eyes rest
	momentarily on Maxine. She is in her late 20's with close
	cropped black hair. Her eyes are opaque, her face
	expressionless, her countenance trance-like. She glances
	over at Craig, then turns back to the screen. The lights
	dim. A projector whirs and the screen is illuminated.

									CUT TO:

	EXT. OFFICE BUILDING - DAY

	We tilt up the building.

	MUSIC:	Perky Industrial Film Music.

	TITLE:	The 7 1/2 Floor

				 NARRATOR (0.S.)
		    Welcome to the 7 1/2 floor of the
		    Mertin-Flemmer building. As you
		    will now be spending your work day
		    here, it is important that you learn
		    a bit about the history of this
		    famous floor.

									DISSOLVE TO:


	INT. 7 1/2 FLOOR - DAY

	Don and Wendy, two office workers, crouch in the hall and
	chat. Both hold cups of coffee.

				 WENDY
		    Hello, Don.

				 DON
		    Hello. Wendy.

				 WENDY
		    Don, I was wondering, do you know
		    why our workplace has such low
		    ceilings?

				 DON
		    It's an interesting story, Wendy.
		    Many years ago in the late 1800's,
		    James Mertin, an Irish ship captain
		    looking to invest in the future of
		    our great country, came to this town
		    and decided to erect an office
		    building.

									CUT TO:

	OLD FOOTAGE OF CONSTRUCTION CREW WORKING.

				 DON (CONT'D) (V.0.)
		    He would call this building the
		    Mertin-Flemmer Building, after
		    himself and someone else, who, local
		    legend has it, was named Flemmer.

									CUT TO:

	INT. 19TH CENTURY OFFICE - DAY

	An actor playing Mertin sits at a desk and writes with
	aquill. He appears very stern and has mutton chop
	sideburns.

				 DON (CONT'D) (V.0.)
		    One day. Captain Mertin received an
		    unexpected visitor.

	There is a knock at the door.

				 MERTIN
		    Enter ye, if ye dare enter.

	A tiny woman enters.

				 TINY WOMAN
		    Captain Mertin?

				 MERTIN
		    What want ye, girl child?

				 TINY WOMAN
		    I am not a child, Captain Mertin,
		    but rather an adult lady of miniature
		    proportions.

				 MERTIN
			    (taken aback)
		    I see. Well, it is not my fault that
		    thou art tiny. So if it is charity
		    yer after, then be gone with ye,
		    ye foul demon.

				 TINY WOMAN
		    I am not asking for alms, but rather
		    the ear of a kind man with a noble
		    heart.

				 MERTIN
			    (sighs)
		    Aye. Speak then if ye must.

				 TINY WOMAN
		    Captain Mertin, surely I am a
		    God-fearing Christian woman like
		    yourself, but alas, I am afraid that
		    the world was not built with me in
		    mind. Door knobs are too high, chairs
		    are unwieldy, high-ceilinged rooms
		    mock my stature. Nor am I a marrie
		    lady, Captain. after all, who would
		    marry a person of my diminutiveness?
		    So I am forced to work for my few
		    pennies a week as an optometrist.
		    Why cannot there be a place for me
		    to work safe and comfortable?

	Mertin wipes a tear from his eye.

				 MERTIN
		    Woman, your story moves me like n
		    other. Me own sister was tiny and
		    then died. Therefore, I shall make
		    ye me wife. And I shall build a
		    floor in my building, between the
		    7th and 8th, which will be scaled
		    down, so from now on there shall
		    be at least one place on God's green
		    Earth that you and your accursed
		    kind can live in peace...

									DISSOLVE TO:

	INT. HALLWAY 7 1/2 FLOOR - DAY

	Don And Wendy crouch and talk.

				 DON
		    So that's the story of 7 1/2. Since
		    the rents are considerably lower
		    this floor has been adopted by
		    businesses which for one reason
		    or another are forced to cut corners
		    After all... the overhead is low!
		    Ha ha ha!

				 WENDY
		    Ha ha ha!

	TITLE:	The End

									CUT TO:

	INT. ORIENTATION ROOM - DAY

	The screen goes dark. The lights go up. Craig looks over
	at Maxine. She stands and walks past him.

				 CRAIG
		    Moving story.

				 MAXINE
		    Yes. Unfortunately it's bullshit.
		    The real story of 7 1/2 is so evil
		    that it could never be revealed
		    to Americans raised on sitcoms and
		    happy news anchors.

				 CRAIG
		    Is that true?

				 MAXINE
		    Well, truth is for suckers, isn't
		    it?.

				 CRAIG
		    Listen. I'm Craig Schwartz, just
		    starting out at LesterCorp.

				 MAXINE
		    How dreary - to be - Somebody /
		    How public - like a Frog /
		    To tell one's name - the livelong June /
		    To an admiring Bog!

				 CRAIG
			    (proudly)
		    Emily Dickinson.

				 MAXINE
		    I wouldn't know.

	Maxine walks away.

									CUT TO:


	INT. CRAIG AND LOTTE' S KITCHEN - NIGHT

	Lotte chops onions. A parrot sits on her head. Craig stirs
	a pot on the stove. A monkey leaps from the top of the
	cabinet to the top of the refrigerator to the kitchen table.
	A dog watches the monkey and barks at it.

				 PARROT
		    Shut up! Shut up! Shut up!

				 CRAIG
		    Shut up!

				 LOTTE
			    (to Craig)
		    Sorry, honey.

	The dog continues to bark.

				 PARROT
		    Sorry honey. Sorry honey.

	An offscreen neighbor pounds the wall.

				 NEIGHBOR (0.S.)
		    Shut up!

				 LOTTE
			    (yelling)
		    Sorry!

	Lotte grabs the parrot off her head and leaves the room.

				 PARROT (0.S.)
		    Help! She's locking me in a cage!

	Lotte reenters.

				 LOTTE
		    Isn't that cute? I just taught her
		    that.

				 CRAIG
		    Adorable. What time are they supposed
		    to be here?

				 LOTTE
		    Seven-ish

				 CRAIG
		    We have to make it an early night.

				 LOTTE
		    They'll understand. Besides I've got
		    a morning appointment tomorrow with
		    Elijah's shrink. We're getting to the
		    bottom of this acid stomach.

				 CRAIG
			    (not paying attention)
		    Hmmm.

				 LOTTE
		    Some sort of childhood trauma, she
		    thinks. Possible feelings of
		    inadequacy as a chimp. Interesting,
		    huh?

				 CRAIG
		    Hmmm.

	The doorbell rings. The dog barks. The parrot screams.
	The neighbor pounds on the wall.

									DISSOLVE TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT

	The dining room table is set up. Craig and Lotte and their
	friends Peter and Gloria are seated and eating dinner. There
	is an obvious lull in the conversation.

				 PETER
		    Good food, Lotte.

				 LOTTE
		    Thanks. Craig helped, too, by the
		    way.

				 PETER
		    Vegetarian, right?

				 LOTTE
		    Yes. All vegetable. all the time.

				 PETER
		    Amazing.

	There is another lull. Everyone eats.

				 PETER (CONT'D)
		    No kidding about that 7 1/2 floor.
		    Craig?

				 CRAIG
		    No kidding, Peter.

				 GLORIA
		    That's great. It almost sounds like
		    make-believe.
			    (beat)
		    Like a storybook.
			    (beat)
		    like a fairy tale.
			    (beat)
		    It's really great.
			    (beat)
		    So Lotte, when you say all vegetable,
		    do you mean all vegetable entire1y?

									CUT TO:

	INT. PETER AND GLORIA'S CAR - NIGHT

	Gloria and Peter drive in silence.

				 GLORIA
		    Lotte told me that Eskimos have a
		    lot of words for snow.

				 PETER
		    How many?

				 GLORIA
		    Ten, I think.

				 PETER
		    I wonder why so many.

				 GLORIA
		    Because they have a lot of snow.
		    Isn't that interesting?

									CUT TO:

	INT. CRAIG AND LOTTE'S KITCHEN - NIGHT

	Craig washes the dishes. Lotte dries them. They dont
	look at each other.

									CUT TO:

	INT. LESTERCORP FILE ROOM - MORNING

	Craig in a cream colored suit, pours over the file cabinets.
	Floris watches from the doorway.

				 FLORIS
		    You're good.

	Craig turns.

				 CRAIG
			    (over-enunciating)
		    Thank you, Floris.

	Floris shrugs, shakes her head.

				 FLORIS
		    You're not like the other boys
		    we've had here. Granted, I can't
		    understand what you're saying either,
		    but your soft palette resonates
		    tremendously well and you never
		    ever constrict your epiglottis.

				 CRAIG
		    I am a trained performer.

				 FLORIS
			    (swooning)
		    Music to my ears! Whatever you said.
		    Speak, speak, speak, my magnificent
		    friend, speak!

									CUT TO:

	INT. HALLWAY 7 1/2 FLOOR - DAY

	Craig pours himself a cup of coffee. Maxine approaches
	with an empty cup.

				 CRAIG
		    Hello again.

	Craig fills her cup.

				 MAXINE
		    Yes, well...

				 CRAIG
		    You know, I've been thinking about
		    what you said yesterday, about the
		    orientation film being a cover-up.
		    I think you're on to something.

				 MAXINE
		    And fifty other lines to get into
		    a girl's pants.

				 CRAIG
		    No, really.

				 MAXINE
		    You know, if you ever got me, you
		    wouldn't have a clue what to do
		    with me. That's the thing, Romeo.

	Maxine walks away.

									CUT TO:

	INT. CRAIG AND LOTTE'S GARAGE - NIGHT

	Craig is at his workbench, painting the finishing touches
	on a new puppet. It is beautiful. It is Maxine. Lotte
	watches quietly from  the door. A Lotte puppet hangs
	from a hook, tangled and dusty.

				 LOTTE
		    New puppet?

	Craig is surprised, caught.

				 CRAIG
		    Yeah, just an idea I had.

				 LOTTE
		    She's very beautiful.

				 CRAIG
			    (shrugging)
		    Just an idea I had.

	Craig hangs the puppet, stands, and switches off the light.

				 CRAIG (CONT'D)
		    C'mon, let's go to bed.

									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - NIGHT

	The room is dark. Lotte snores lightly. Craig lies there
	with his eyes open. Quietly, he gets up and leaves the
	bedroom. Lotte watches him go.

									CUT TO:

	INT. GARAGE - NIGHT

	Craig stands above the puppet stage. He is working both the
	Craig puppet and the Maxine puppet at the same time. The
	two perform a beautiful and graceful pas de deux. They
	finish in a passionate embrace.

				 CRAIG
			    (quietly)
		    I would too know what to do with you.

									CUT TO:

	INT. FILE ROOM - MORNING

	Craig files. Floris watches him from the doorway. Dr.
	Lester watches Floris from behind a cabinet.

				 FLORIS
		    Oh, what magic those fingers could
		    work on the right cabinet.
			    (strokes Craig's neck)
		    Alphabetize me, baby. And don't
		    forget, I comes before U.

	Floris laughs long and hard. Too long and too hard.

				 CRAIG
		    Floris, you're very nice, but I'm
		    afraid Im in love with somebody
		    else.

				 FLORIS
			    (upset)
		    I'm afraid I... have no idea what
		    you are saying... you bastard!

	Floris runs from the room. Lester pokes his head out from
	behind the cabinet.

				 LESTER
		    Don't toy with Floris, Schwartz.
		    Why, if I were eighty years younger,
		    I'd box your ears.

				 CRAIG
		    I wasn't toying with her, sir. I
		    was just... How old are you?

				 LESTER
		    One hundred and five. Carrot juice.
			    (beat)
		    Lot's of it. I swear, it's almost
		    not worth it. I piss orange. Oh,
		    and I, have to piss sitting down...
		    like a godamn girly... every fifteen
		    minutes. But nobody wants to die,
		    Schwartz.

				 CRAIG
		    I'll keep that in mind, sir.

				 LESTER
		    No sir-e-bob, I don't die. But what
		    I do is get older, wrinkled like a
		    former plum that's become the
		    wrinkled prune you see before you.
		    Oh, to be a young man again, maybe
		    then Floris would care for me.

				 CRAIG
		    The elderly have so much to offer,
		    sir. They are our link with history.

				 LESTER
		    I don't want to be your godamn link,
		    damn you. I want to feel Floris'
		    naked thighs against my own. I want
		    to know passion. I want my body to
		    inspire lust in that beautiful,
		    complex woman. I want her to shiver
		    in a spasm of ecstasy when I
		    penetrate her. Oh, God, the agony
		    of the flesh, Schwartz.

				 CRAIG
		    Dr. Lester, while I am flattered that
		    you share your feelings with me, I
		    believe perhaps the workplace is not
		    the most suitable environment for
		    this type of discussion.

				 LESTER
		    All right. Meet me at the Juicy-Juice
		    Juice Bar after work today and I'll
		    spill my goddamn guts for you.

	Lester exits.

				 CRAIG
		    Shit.

									CUT TO:

	INT. HALLWAY 7 1/2 FLOOR - DAY

	Craig squats next to a payphone.

				 CRAIG
			    (into phone)
		    I won't be late. I just have to
		    listen to Lester's sexual fantasies
		    and drink carrot juice for a little
		    while. It's a job thing.

	Maxine walks by. Craig grabs her arm, signals for her
	to wait a minute. She waits.

				 CRAIG (CONT'D)
			    (into phone)
		    I gotta go back to work. Yeah,
		    okay. You too. Okay. Bye.

	Craig hangs up.

				 MAXINE
		    What?

				 CRAIG
		    I just wanted to say hi.  Did
		    you know I still don't know your
		    name or where you work?

				 MAXINE
		    Yeah.

				 CRAIG
		    How about this, if I can guess your
		    first name within three tries, you
		    have to come out for a drink with me
		    tonight.

				 MAXINE
		    Why not?

				 CRAIG
		    Great.
			    (watches her face as he guesses)
		    Buuuhhppaahhhhnnn. . . . .
		    Muhhhahhhhh. . . . . ahhhnnnaaa. . 
		    nollltuuukkkaaaaralllll. . . 
		    tashabararassssssuuuuusaaaaaaa. . . 
		    nnnnnnnaaaaaannnnnnnnncccccceeeeeee
		    Mwaaaaaa. . . . .Mahhhhhkkkkk. . .
		    sssseeeeeen. Maxine?

				 MAXINE
		    Who told you?

				 CRAIG
		    I'm right?

				 MAXINE
		    Who told you?

				 CRAIG
		    That's incredible! Nobody told me!
		    I swear! It's kismet. Maxine! 
		    It's a beautiful name. There's a
		    psychic connection. Don't you see?
		    It was meant to be! Maxine! Maxine!
		    Maxine! I will shout it from the
		    rooftops!

				 MAXINE
		    Somebody told you.

				 CRAIG
		    Oh, Maxine, nobody told me. Maxine,
		    Maxine. It just came out of me like
		    a song, Maxine. A beautiful crazy,
		    song, Maxine. Maxine. Maxine!

				 MAXINE
		    I am dubious, but I don't welsh.
		    Meet me at The Stuck Pig. Seven
		    o'clock. You're late, I walk. So
		    help me, if I find out you cheated.

				 CRAIG
			    (in heaven)
		    Maxine.

	Craig walks down the hall. A tiny smile flits across
	Maxine's face.

									CUT TO:

	INT. JUICY JUICE BAR - EVENING

	Lester and Craig sit at a table. There are several emptied
	glasses of carrot juice in front of Lester. Craig nurses
	one glass, and keeps checking his watch.

				 LESTER
		    Imagine a room full of women.
		    Nubile, blonde, wet with desire,
		    Schwartz. A harem, if you will.
		    Me in leather. A harness, if you
		    like. I am the object of this
		    desire, and all eyes are on me as
		    I speak. Ladies, I begin. I am
		    the love god, Eros. I intoxicate
		    you. My spunk is to you manna from
		    heaven...

				 CRAIG
			    (standing)
		    Dr. Lester, it's been really
		    fascinating, but I'm afraid I have
		    to get home to my wife now.

				 LESTER
		    Wife, huh? I'd love to meet her,
		    Craig.

				 CRAIG
		    Yessir.

				 LESTER
		    Shall we say dinner on Friday.
		    Just the two of us?
			    (afterthought)
		    You can come too if you like,
		    Schwartz.

				 CRAIG
			    (checking watch)
		    That's sounds fine, sir. Gotta
		    run.

	Craig hurries to the door. Lester downs Craig's juice,
	signals the waiter for more.

									CUT TO:

	INT. THE STUCK PIG - NIGHT

	Maxine sits at the bar, watching her watch. Craig rushes
	into the room, frantic, out of breath. He spots Maxine and
	plops himself next to her.

				 CRAIG
		    Made it. Maxine. Maxine, Maxine,
		    Maxine.

				 MAXINE
		    Just.

				 CRAIG
		    Buy you a drink, Maxine?

				 MAXINE
		    You married?

				 CRAIG
		    Yeah. But enough about me.

	Maxine laughs. The bartender approaches.

				 CRAIG (CONT'D)
		    What'll you have?

				 MAXINE
			    (to bartender)
		    The usual, Barry.

				 CRAIG
			    (to bartender)
		    I'll have, like, a beer. Like a
		    Budweiser, or something.

	The bartender walks away.

				 CRAIG (CONT'D)
		    I like you. I don't know what it
		    is exactly.

				 MAXINE
		    My tits?

				 CRAIG
		    No, no, it's your energy or your
		    attitude or the way you carry
		    yourself or...

				 MAXINE
		    Christ, you're not a fag are you?
		    Because I don't want to be wasting
		    my time.

	The drinks arrive. Maxine's is in an enormous fishbowl of
	a glass. It's bright blue, with fruit and marshmallows
	swimming in it. Paper umbrellas stick out of it, an
	plastic monkeys hang from the rim.

				 CRAIG
		    That's the usual?

				 MAXINE
		    Dont let the girly shit fool you.
		    It'd blow your shorts off.

	Maxine downs it like a shot of whiskey. She pushes the
	empty glass to the bartender.

				 MAXINE (CONT'D)
		    Set me up again, Barry.

	The bartender walks away with the empty glass.

				 CRAIG
		    Im not a homosexual. I just like
		    women for more than their bodies.
		    I guess you could say I'm the new
		    American male.

				 MAXINE
		    You're a fag or a liar.

				 CRAIG
			    (backpedaling)
		    I mean, I am really attracted to
		    you.

				 MAXINE
			    (mocking)
		    I mean, I am really attracted to
		    you. Jesus, you are a fag. We can
		    share recipes, if you like, Darlene.

	Maxine gets up.

				 CRAIG
			    (at a loss)
		    No, wait! I like your tits.
			    (beat)
		    I love your tits. I want to fuck
		    you.

				 MAXINE
			    (sitting)
		    Good. Now we're getting somewhere.
			    (beat)
		    Not a chance.

	Maxine's second drink comes. She downs it, pushes the
	glass toward the bartender.

				 MAXINE (CONTD)
		    So, tell me about yourself. If you
		    can get your mind out of the gutter
		    long enough, dog-boy.

				 CRAIG
		    Well, I'm a puppeteer...

	The bartender comes back with Maxine's drink.

				 MAXINE
			    (to bartender)
		    Check.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT

	Lotte is combing Elijah. Craig enters.

				 CRAIG
		    Hi.

				 LOTTE
		    Hi.

				 CRAIG
			    (nervous, talking too much)
		    Sorry, I'm so late. Lester just
		    wouldn't let me go. Were supposed
		    to have dinner with him on Friday.
		    I can get us out of it if you want.
		    He's really amazing, this insane old
		    lech. It's actually sort of amusing
		    when you get past just how disgusting
		    it is.

	There is a silence. Lotte continues to comb out Elijah.
	Finally:

				 LOTTE
		    Did you eat?

				 CRAIG
		    Nah. I'm not hungry. I'm sorry I
		    didn't call. It was just, you know,
		    hard to get away.

				 LOTTE
		    I was worried.

				 CRAIG
		    I'm sorry. How was your evening?

				 LOTTE
		    Tom-Tom's puncture wound is
		    infected.

				 CRAIG
		    The ferret?

				 LOTTE
		    The iguana.

				 CRAIG
		    Right.

				 LOTTE
		    I dressed the wound. Then I've
		    just been feeding everyone, putting
		    everyone to bed.

				 CRAIG
		    Yeah. You want a beer?

				 LOTTE
		    No thanks. I'm going to turn in.

				 CRAIG
		    All right. I'll be in my workshop
		    for a little while. I'll be in in
		    a little while. I need to unwind a
		    little.
			    (beat)
		    I'll be in soon. A little while.

				 LOTTE
		    'kay.

	Lotte exits.

									CUT TO:

	INT. GARAGE - NIGHT

	Craig works the Craig and Maxine puppets. The puppets
	sit on the edge of the small stage and chat. Craig does a
	pretty fair impersonation of Maxine's voice.

				 CRAIG
			    (as Maxine, fascinated)
		    Tell me, Craig, why do you love
		    puppeteering?
			    (as Craig)
		    Well, Maxine, I'm not sure exactly.
		    Perhaps it's the idea of becoming
		    someone else for a little while.
		    Being inside another skin. Moving
		    differently, thinking differently,
		    feeling differently.
			    (as Maxine)
		    Interesting. Would you like to be
		    inside my skin, Craig? Think what I
		    think? Feel what I feel?
			    (as Craig)
		    More than anything. Maxine.
			    (as Maxine)
		    It's good in here, Craig. Better
		    than your wildest dreams.

	The puppets kiss.

									CUT TO:

	INT. HALLWAY 7 1/2 FLOOR - DAY

	Craig waits at the coffee machine. Checks his watch.
	Finally Maxine approaches.

				 CRAIG
		    Hi.

				 MAXINE
		    You're not someone I could get
		    interested in. Craig. You play
		    with dolls.

				 CRAIG
			    (rehearsed)
		    Puppets. Maxine. It's the idea
		    of being inside someone else,
		    feeling what they feel, seeing
		    what they see...

				 MAXINE
		    Yikes.

				 CRAIG
		    Please, let me explain.

	Craig grabs Maxine's hand and drags her into an empty
	office.

									CUT TO:

	INT. EMPTY OFFICE - DAY

	Craig pulls Maxine in closes the door.

				 CRAIG
		    It's just, and I've never done
		    this before, Maxine, but it's just
		    that I feel something for you. I've
		    never felt this before for anyone,
		    not even my wife. My future is with
		    you, Maxine.

				 MAXINE
		    You might want to check those tarot
		    cards one more time.

	Maxine heads for the door. Craig sits on a box. He puts
	his head in his hands and sighs. Across the room he
	notices a very small door with a two by four nailed across
	it.

				 CRAIG
		    Another evil secret of the 7 1/2
		    floor.

	Craig pries the two-by-four off and opens the door. It's a
	dark and wet membranous tunnel inside.

				 CRAIG
		    Holy shit. Maxine is gonna love
		    this.

	Craig lets go of the door and it slams shut.

									CUT TO:

	INT. LESTER'S OFFICE - DAY

	Lester sits at his desk studying an instruction manual for a
	juicer. The spanking new juicer sits on his desk. There is an
	urgent knocking at the door.

				 LESTER
		    Yes?

	Craig rushes in.

				 CRAIG
		    Dr. Lester. . .

				 LESTER
		    Ah, Craig. Just the fellow I wanted
		    to see.
			    (proudly spreading his arms)
		    Juicer! Easy as pie. Just keep your
		    fingers clear of the blade, and
		    never, never use it while bathing in
		    a tub full of water.

				 CRAIG
		    Dr. Lester, I have a question. I was
		    in that vacant office down the hall
		    and I stumbled upon a little door
		    and....

				 LESTER
		    Ah. yes, the little door.
			    (checks watch)
		    There is a short film on the little
		    door in the orientation room in
		    exactly two minutes. If you hurry,
		    you'll just make it.

				 CRAIG
		    Thank you, sir.

	Craig exits. Lester waits a moment. then dials the phone.

				 LESTER
		    Put up reel 752.

									CUT TO:

	INT. ORIENTATION ROOM - DAY

	Craig sits in the otherwise empty screening room. The
	lights dim, the film begins.

	TITLE:	THE LITTLE DOOR IN THE VACANT OFFICE

									CUT TO:

	INT. VACANT OFFICE - DAY

	Wendy crouches in the vacant office and studies the closed
	little door. Don enters. smiling.

				 DON
		    Hi. Wendy! What're you up to in
		    this vacant office.

				 WENDY
		    Well, Don, I peeked in here, even
		    though I know it's against floor
		    policy. and I discovered that
		    there's a little tiny door in here.
		    Isn't it cute? It's almost like a
		    little dolly's door. I wonder what
		    its for.

				 DON
			    (laughing)
		    That's right, Wendy, it is against
		    floor policy, but as long as you're
		    here, let me tell you what I know
		    about our cute little door friend.
		    Many years ago, this very office
		    was occupied by a kindly old
		    watchmaker named Mr. White.

									DISSOLVE TO:

	INT. WATCHMAKER'S WORKSHOP - DAY

	An old man toils away in the dusty office.

				 WHITE
		    Hmmm. I must have a small store
		    room to store my merchandise when
		    I am through working on it. I know,
		    I will build a tiny store room.
		    How cute!

									DISSOLVE TO:

	INT. VACANT OFFICE - DAY

				 WENDY
		    Wow! That's some story, Don.

				 DON
		    Truth is stranger than fiction,
		    Wendy!

	They laugh.

	TITLE:	THE END

									CUT TO:

	INT. ORIENTATION ROOM - DAY

	The lights go up. Craig sits there for a moment. An usher
	pushes a broom down the aisle.

				 CRAIG
		    Bullshit.

	Craig exits. The usher mumbles something into a
	walkie-talkie.

									CUT TO:

	INT. VACANT ROOM - DAY

	Craig opens the little door and climbs into the
	membranous hallway. The door slams shut behind him.

									CUT TO:

	INT. HALLWAY - MORNING

	It's dark and wet. The walls are soft and membranous.
	There is a dripping sound. Craig crawls along. Soon
	something starts to pull Craig as if he is being sucked
	through a straw. There is a flash of light.

									CUT TO:

	INT. FANCY DINING ROOM - MORNING

	The POV of someone reading a newspaper. The person lifts
	a cup of coffee to his mouth. There is a slurping sound.
	The person puts down the coffee cup and the newspaper, and
	stands up.

				 CRAIG (CONT'D) (V.0.)
			    (losing his balance)
		    Whoa! What the hell? Where am I?

	We're still in POV. The person walks across the room, picks
	up his wallet from a coffee table. looks in a mirror and
	checks his teeth for food. It's John Malkovich.

				 CRAIG (CONT'D) (V.0.)
		    Holy shit! It's that actor guy.
		    Shit! What's his name? That actor
		    guy! What's happening? Am I
		    inside him? Am I in his brain?
		    Am I him? Is he me? Does he know
		    I'm here? My brain is reeling!
		    Is his brain reeling?

	Malkovich walks to the front door, opens it, exits his
	apartment.

									CUT TO:

	INT. MAXINE'S OFFICE - CONTINUOUS

	Maxine sits at her desk, eats a sandwich. looks at a
	fashion magazine, and chats on the phone.

				 MAXINE
		    The puppeteer told me he loves me
		    today.
			    (laughs)
		    I know. I can't think of anything
		    more pathetic.

									CUT TO:

	INT. TAXI - CONTINUOUS

	John Malkovich's POV from the back seat of the cab. The
	cab pulls away from the curb.

				 MALKOVICH (V.0.)
			    (resonant throughout)
		    The Broadhurst Theater, please.

	The cabbie studies Malkovich in his rearview mirror as he
	drives.

				 CABBIE
		    Say, aren't you that actor guy?

				 MALKOVICH
		    Yeah.

				 CABBIE
		    John Makel...

				 CRAIG (V.0.)
		    John Malkovich! Of course!

				 CABBIE
		    Mapplethorpe?

				 MALKOVICH (V.0.)
		    Malkovich.

				 CABBIE
		    Malkovich!

				 CRAIG (V.0.)
		    John fucking Malkovich!

				 CABBIE
		    Yeah. I liked you in that one movie.

				 MALKOVICH (V.0.)
		    Thank you.

				 CABBIE
		    The one where you're that jewel
		    thief.

				 MALKOVICH
		    I never played a jewel thief.

				 CABBIE
		    Who am I thinking of?

				 MALKOVICH
		    I don't know.

				 CABBIE
		    I'm pretty sure it was you. Hey,
		    could I get your autograph now?
		    It's for .... oh, what the hell,
		    it's for me! I'm your biggest
		    fan!

				 MALKOVICH
		    Yeah, okay.

	The cabbie hands a pad back over the seat. Malkovich
	reaches for it. There is a slurping sound.

				 CRAIG (V.0.)
			    (panicky)
		    Ahhhh!

	The image starts to fade, then suddenly goes black.

									CUT TO:

	EXT. DITCH - DAY

	Its on the side of Jersey Turnpike. There is a pop and
	Craig falls from nowhere into the ditch. He is soaking wet,
	and now dirty from the ditch. He stands, looks confusedly
	around, sees a N.J. Turnpike sign. After a moment, he goes
	to the side of the road and sticks out his thumb.

									CUT TO:

	INT. MAXINE'S OFFICE - LATER

	Maxine sits behind her desk with her feet up, and talks on
	the phone.

				 MAXINE
		    Absolutely, doll. I'm just about
		    to close up here.

	Craig walks in disheveled and exhausted. Maxine sees him,
	keeps talking.

				 MAXINE (CONTD)
			    (into phone)
		    Meet you at The Pig in twenty
		    minutes.
			    (laughs lasciviously)
		    Oh yeah, maybe I'll keep my legs
		    closed till then.
			    (hangs up. to Craig)
		    I'm splitting for the day. Lock up
		    for me, won't you, darling.

	Maxine stands, puts some stuff in her purse.

				 CRAIG
		    Don't you want to know what happened
		    to me?

				 MAXINE
			    (considers)
		    No.

	Maxine heads for the door. Craig grabs her arm.

				 CRAIG
		    This is important!

				 MAXINE
			    (looking at his hand on her arm)
		    It better be.

	Craig sits Maxine down in a chair, lets go of her arm.

				 CRAIG
		    There's a tiny door in that empty
		    office. It's a portal, Maxine. It
		    takes you inside John Malkovich.
		    You see the world through John
		    Malkovich's eyes, then, after about
		    fifteen minutes, you're spit out into
		    a ditch on the side of The New Jersey
		    Turnpike.

				 MAXINE
		    Sounds delightful. Who the fuck is
		    John Malkovich?

				 CRAIG
		    He's an actor. One of the great
		    American actors of the 20th century.

				 MAXINE
		    What's he been in?

				 CRAIG
		    Lots of things. He's very well
		    respected. That jewel thief movie,
		    for example. The point is that this
		    is a very odd thing, supernatural,
		    for lack of a better word. It raises
		    all sorts of philosophical questions
		    about the nature of self, about the
		    existence of the soul. Am I me? Is
		    Malkovich Malkovich? Was the Buddha
		    right, is duality an illusion? Do
		    you see what a can of worms this
		    portal is? I don't think I can go
		    on living my life as I have lived
		    it. There's only one thing to do.
		    Let's get married right away.

				 MAXINE
		    Is this Malkovich fellow appealing?

				 CRAIG
		    Yes, of course. He's a celebrity.

				 MAXINE
		    Good. We'll sell tickets.

				 CRAIG
		    Tickets to Malkovich?

				 MAXINE
		    Exactly. Two hundred dollars a pop.

				 CRAIG
		    But there's something profound here,
		    Maxine, we can't exploit it.

				 MAXINE
		    Fine. I'll do it myself. I was going
		    to offer a partnership to you, but
		    this way it's more money for me.

				 CRAIG
		    You wanted to be partners with me?

				 MAXINE
			    (bored)
		    Sure. It'd be fun.

				 CRAIG
			    (pleased)
		    Really?
			    (then:)
		    But, Maxine, can of worms! End of
		    the world! Illusory nature of
		    existence!

				 MAXINE
		    I'll protect you, Dollface.

	Maxine reaches over and squeezes his lips affectionately
	between her thumb and forefinger.

				 CRAIG
			    (in love)
		    Oh. Maxine.

									DISSOLVE TO:

	INT. CRAIG AND LOTTE'S BEDROOM - NIGHT

	Craig and Lotte are getting into evening clothes.

				 LOTTE
		    Don't be ridiculous. There is no such
		    thing as a portal into someone else's
		    brain.

				 CRAIG
		    Brain. soul, I'm telling you, Lotte.
		    I was right inside him looking out.
		    We're going to be rich.

				 LOTTE
		    I want to try.

				 CRAIG
		    What?

				 LOTTE
		    I want to be John Malkovich. Tomorrow
		    morning. Plus I'd like to meet this
		    partner of yours.

				 CRAIG
			    (nervously)
		    Well, you know we're going to be
		    very busy tomorrow. I'll tell you
		    what. Let's do it tonight. Right
		    now.

				 LOTTE
		    Now?

				 CRAIG
		    Yeah. We'll do it right now. On
		    the way to Lester's house.

									CUT TO:


	INT. CRAIG AND MAXINE'S OFFICE - NIGHT

	Craig holds open the small door as Lotte climbs in.

				 CRAIG
		    I'll meet you on the turnpike.

				 LOTTE
		    I'm scared.

	The door slams shut.

				 CRAIG
		    Me too, babe.

	Craig hurries out the door.

									CUT TO:

	INT. BATHROOM - NIGHT

	Malkovich is in the shower. We watch from his POV as
	he soaps himself. He does this in a sensual manner.

				 LOTTE (V.0.)
		    Holy cow!

	Malkovich steps out of the shower, slowly towels himself
	dry.

				 LOTTE (V.0.)
		    Oh, yes. Yes.

									CUT TO:


	EXT. DITCH - NIGHT

	Lotte lands in the ditch. She is wet and ragged. Traffic
	whizzes by. Craig turns on the headlights in his parked
	car. They shine on Lotte. Craig steps out of the car.

				 LOTTE
		    I have to go back.

				 CRAIG
		    Okay. Maybe tomorrow.

				 LOTTE
		    I have to go back now.

				 CRAIG
		    We'll talk about it in the car.

	Craig helps Lotte up and toward the car.

									CUT TO:

	INT. CRAIG AND LOTTE'S CAR - NIGHT

	Craig drives. Lotte looks distractedly out the window.

				 LOTTE
		    I have to go back, Craig. Being
		    inside did something to me. All of a
		    sudden everything made sense. I knew
		    who I was.

				 CRAIG
		    You weren't you. You were John 
		    Malkovich.

				 LOTTE
			    (tickled)
		    I was, wasn't I?
			    (yelling out the window) 
		    I was John fucking Malkovich!
			    (laughs, then intensely) 
		    Take me back, Craig.

				 CRAIG
		    Tomorrow. We're late for Lester.

									CUT TO:

	INT. LESTER'S DINING ROOM - NIGHT

	It's a posh place with flocked wallpaper and candelabras.
	Lester, Craig, and Lotte sit around an elegantly appointed
	table with all different sorts of juices in front of them.
	Lotte is still wet. Lester sits quite close to her.

				 LESTER
		    Tell me, Lotte, can you understand
		    a word I'm saying?

				 LOTTE
		    Yes, of course, Dr. Lester.

				 LESTER
		    Oh, be still my heart.

				 LOTTE
		    Dr. Lester, would you point me
		    toward the restroom?

				 LESTER
		    With immense pleasure, my dear. Down
		    that hall, ninth door on the left.
		    Watch the step down. It's sunken,
		    you know.

	Lotte smiles, and heads down the hall.

				 CRAIG
		    Dr. Lester...

				 LESTER
		    More beet-spinach juice, my friend?

				 CRAIG
		    No thank you sir. It's delicious,
		    though. I just wanted to thank you
		    for the opportunity to work at
		    LesterCorp, but I'm afraid I'm
		    going to have to tender my resignation
		    effectively immediately.

				 LESTER
		    I see. Are you unhappy at our little
		    company?

				 CRAIG
		    No sir, not at all. It's just that
		    I'm going to open my own business
		    and...

				 LESTER
		    And what sort of business will this
		    be? If you don't mind my asking.

				 CRAIG
		    Uh, import-export. Olive oil. Right
		    on 7 1/2 actually.
			    (beat)
		    In the vacant office. So we'll still
		    be seeing each other.

				 LESTER
		    The vacant office. I see. Olive oil.
		    Interesting. Be warned, Schwartz,
		    there are certain doors which
		    should never be opened.

									CUT TO:

	INT. LESTER'S HALLWAY - NIGHT

	Lotte walks down the ritzy hallway. She is counting closed
	doors in search of the bathroom. She opens a door, looks
	inside, gasps, then enters the room.

									CUT TO:

	INT. LESTER' S ROOM - CONTINUOUS

	Lotte enters the room. It is dark. At the far end there
	is what amounts to a candle-lit shrine to John Malkovich.
	The centerpiece of the shrine is an enormous photograph
	of Malkovich bordered by a garland of flowers. Lotte stares
	at it for a moment, then drops to her knees in front of it.

									CUT TO:

	INT. CRAIG AND LOTTE' S BATHROOM - NIGHT

	Lotte has just taken a shower. She towels herself dry in
	much the same way as Malkovich. Her eyes are closed. She
	opens them slowly and sees herself in the mirror.
	Disappointedly, she drops the towel and heads out of the
	bathroom.

									CUT TO:



	INT. CRAIG AND LOTTE'S GARAGE - NIGHT

	Craig sits at his work table. He is pulling the heads off
	of the Craig and the Maxine puppets. He puts the Maxine
	head on the Craig puppet. He sighs.

				 CRAIG
		    My kingdom for your portal, Maxine.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - MORNING

	Maxine sits at her desk composing an ad. Craig stands
	behind her, ostensibly looking over her shoulder, but
	actually studying the back of her head. He sighs.

				 MAXINE
		    Okay. Here it is. 
			    (reading)
		    Ever want to be someone else? Now you
		    can. No kidding. Only two hundred
		    dollars for fifteen minutes. Visit
		    J.M. Inc., Mertin-Flemmer Building.
		    etc., etc.

				 CRAIG
		    Sounds good. Oblique but intriguing.
		    Phone it in.

	Maxine dials the phone. Lotte enters.

				 CRAIG
		    Lotte! Why aren't you at the pet
		    shop?

				 LOTTE
		    Fuck pets. Is this your partner?
		    I had to come back and do the
		    Malkovich ride again. Fuck everything
		    else. Is this her?

				 MAXINE
			    (into phone)
		    Yes, hello, I wanted to place an ad. 
			    (to Lotte)
		    Hi, are you Craig's wife?

				 LOTTE
		    Yes, Hi.

				 CRAIG
		    Lotte, Maxine. Maxine, Lotte.

	Lotte and Maxine shake hands.

				 LOTTE
		    Hi. Have you done Malkovich yet?

				 MAXINE
		    Hi, uh. 
			    (into phone)
		    Hi. I wanted to place an ad. Yes.
		    "Ever want to be someone else?" 
		    No, that's the ad, but let's talk
		    about you in a minute. "Ever want
		    to be someone else? Now you can.
		    No kidding..."

				 CRAIG
			    (to Lotte)
		    Why aren't you at work?

				 LOTTE
		    I've been going over and over my
		    experience last night. It was amazing.
			    (beat)
		    I've decided I'm a transsexual. Isn't
		    that the craziest thing?

				 CRAIG
		    What, are you nuts? That's Oprah
		    talking.

				 LOTTE
		    Everything felt right for the first
		    time. I need to go back to make sure,
		    then if the feeling is still there.
		    I'm going to speak to Dr. Feldman
		    about sexual reassignment surgery.

				 CRAIG
		    This is absurd. Besides Feldman's an
		    allergist. If you're going to do
		    something, do it right.

				 CRAIG (cont'd)
			    (beat)
		    It's just the thrill of seeing through
		    someone else's eyes, sweetie. It'll
		    pass.

				 LOTTE
		    Don't stand in the way of my
		    actualization as a man, Craig.

				 MAXINE
			    (hanging up the phone)
		    Let her go, Craig. I mean him."

				 CRAIG
			    (anything for Maxine) 
		    Yeah, okay.
			    (opens the portal door) 
		    I'll pick you up.

	Lotte enters. Craig closes the door. stands there.

				 MAXINE
		    You better hurry. Traffic.

	Maxine tosses Craig his car keys. He heads out the door.
	Maxine dials the phone.

				 MAXINE (CONT'D)
			    (into phone)
		    Davey? Max. Get me John Malkovich's
		    home phone? That's great. Love ya
		    and owe ya.

				 CUT TO:

	INT. JOHN MALKOVICH'S LIVING ROOM - DAY

	Malkovich's POV. He sits on the couch. drinks coffee,
	and reads a copy of Awake and Sing. Bach plays on the
	stereo in the background.

				 MALKOVICH
			    (reading aloud)
		    So you believe in God... you got
		    something for it? You worked for
		    all the capitalists. You harvested
		    the fruit from your labor? You got
		    God!

				 LOTTE (V.0.)
		    What raw, animal power!

				 MALKOVICH
		    But the past comforts you? The
		    present smiles on you, yes?

	The phone rings. Malkovich puts down the script, and picks
	up the phone.

				 MALKOVICH (CONT'D)
			    (into phone)
		    Yeah?

				 MAXINE (0.S.)
			    (telephone voice) 
		    Mr. Malkovich?

				 MALKOVICH
		    Who's calling?

				 MAXINE (0.S.)
		    You don't know me, but I'm a great
		    admirer of yours.

				 MALKOVICH
		    How'd you get this number?

				 MAXINE (0.S.)
		    It's just that I fantasize about
		    you and, well, speaking to you
		    now has gotten me sort of excited
		    and...

				 LOTTE (0.S.)
			    (turned on)
		    Oh, I like this.

				 MALKOVICH
		    Listen, this is not amusing. Please
		    don't call here any...

				 MAXINE (0.S.) (giggling)
		    Ooh, such authority! NY nipples are
		    at attention, General Malkovich, sir.
		    So I'll be at Bernardo's tonight at
		    eight. Please, please meet me there.
		    I just adored you in that jewel thief
		    movie...

	Malkovich hangs up the phone.

				 LOTTE (V.O.)
		    My God!
			    (attempting thought control) 
		    Meet her there. Meet her there. Meet
		    her there. Meet her there. Meet her
		    there...

	Malkovich goes back to his script.

				 LOTTE (V.O.) (CONT'D)
		    Meet her there. Meet her there. Meet
		    her there...

	Malkovich picks up a pen and writes: Bernardo's 8:00.

									CUT TO:


	EXT. DITCH - MORNING

	Craig waits. Lotte pops into the ditch. She's wet and slimy.

				 CRAIG
		    How was it?

				 LOTTE
		    I have to go back tonight. At eight
		    Exactly.

				 CRAIG
		    Why?

				 LOTTE
		    Don't crowd me, Craig.

									CUT TO:

	INT. BERNARDO'S - NIGHT

	Malkovich's POV. It's a busy Italian restaurant. Malkovich
	looks around, checks his watch: 8:03. A guy walks up to him.

				 GUY
		    Excuse me, are you John Malkovich?

				 MALKOVICH
		    Yes.

				 GUY
		    Wow. You were really great in that
		    movie where you played that retard.

				 MALKOVICH
		    Thank you very much.

				 GUY
		    I just wanted to tell you that. And
		    say thank you. I have a cousin that's
		    a retard, so, as you can imagine, it
		    means a lot to me to see retards
		    portrayed on the silver screen so
		    compassionately.

	The guy walks away. Malkovich scans the room. Maxine enters
	the restaurant. We see her, but Malkovich doesn't single her
	out of the crowd. She looks around.

				 LOTTE (V.O.)
		    Maxine!

	Maxine spots Malkovich. and heads over. He focuses on her.

				 MAXINE
		    Hi. I'm so glad you decided to
		    come. I'm Maxine.

	Maxine holds out her hand. She is charming. Malkovich takes
	her hand.

				 MALKOVICH
		    I'm John. I didn't think I was going
		    to come, but I felt oddly compelled.
		    I have to admit I was a bit intrigued
		    by your voice.

				 LOTTE (V.O.)
		    God, she's beautiful. The way she's
		    looking at me. At him. At us.

				 MAXINE
		    And the funny thing is. Mr. Malkovich,
		    my voice is probably the least
		    intriguing thing about me.

				 LOTTE (V.O.)
		    I've never been looked at like this
		    by a woman.

				 MALKOVICH
		    Can I get you a drink?

				 MAXINE
		    Whatever you're having.

									CUT TO:

				INT. CRAIG AND LOTTE'S CAR - NIGHT

	Craig drives. Lotte is soaking wet. She stares out the
	window.

				 CRAIG
		    So how was it? What was he doing?

				 LOTTE
		    Oh, you know, not a lot. Just hanging
		    around his apartment. I think he must
		    be a lonely man.

				 CRAIG
		    You see, men can feel unfulfilled,
		    too. I'm glad you're realizing that.
		    You shouldn't be so quick to assume
		    that switching bodies would be the
		    answer to all your problems.

				 LOTTE
		    You're right. You know I was thinking
		    that we should have Maxine over for
		    dinner. Since you two are partners
		    and all. It might be a nice gesture.

				 CRAIG
		    I don't know. There's some tension
		    between us. I'd hate to expose you to
		    that.

				 LOTTE
		    It'll be okay. I'll fix my lasagna.
		    Well smoke a joint.
			    (dreamily)
		    Tensions will melt away.

									CUT TO:

	INT. CRAIG AND LOTTE'S DINING ROOM - NIGHT

	Craig, Lotte, and Maxine are seated at the table and eating
	lasagna. Lotte eyes Maxine. Craig eyes Maxine. There is an
	awkward silence.

				 LOTTE
			    (to Maxine)
		    Did you know that Eskimos have not
		    one, but fifty words for snow. It's
		    because they have so much of it.

				 CRAIG
		    After dinner I'll show you my puppets.

				 MAXINE
		    Ah.

				 LOTTE
		    After that I'll introduce you to my
		    favorite monkey, Elijah. He's got an
		    ulcer, due to a suppressed childhood
		    trauma. But we're getting to the
		    bottom of it.
			    (whispers)
		    Psychotherapy.

	There is another silence.

				 MAXINE
			    (to no one in particular) 
		    The way I see it, the world is divide
		    into those go after what they want
		    and those who don't. The passionate
		    ones, the ones who go after what they
		    want, may not get what they want, but
		    they remain vital, in touch with
		    themselves, and when they lie on
		    their deathbeds, they have few
		    regrets. The ones who don't go
		    after what they want... well, who
		    gives a shit about them anyway?

	Maxine laughs. There is another silence. Suddenly, at the
	same moment, both Craig and Lotte lunge for Maxine and
	start kissing her passionately about the face and neck.
	They stop just as suddenly and look at each other.

				 CRAIG
		    You?

	Lotte looks away.

				 MAXINE
		    Craig, I just don't find you
		    attractive. And, Lotte, I'm smitten
		    with you, but only when you're in
		    Malkovich. When I looked into his
		    eyes last night, I could feel you
		    peering out. Behind the stubble and
		    the too-prominent brow and the male
		    pattern baldness, I sensed your
		    feminine longing peering out, and
		    it just slew me.

				 CRAIG
			    (disgusted)
		    My God.

	Lotte strokes Maxine's face. Craig clears dishes from the
	table.

				 MAXINE
			    (to Lotte, removing her hand)
		    Only to John, sweetie. I'm sorry. 
			    (gets up)
		    Thanks for a wonderful dinner.
			    (walks past kitchen. to Craig)
		    No hard feelings, partner.

	Maxine exits. Craig and Lotte look at each other.

				 LOTTE
		    I want a divorce.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - MORNING

	It is deadly silent. Craig and Maxine sit at their desks.
	The wall clock ticks. Craig whistles tunelessly, every
	once in a while looking up and discreetly checking out
	Maxine. Eventually there is a knock at the door.

				 CRAIG
			    (a little too urgently)
		    Come in!

	Erroll, a sad, fat young man enters meekly.

				 ERROLL
		    Hello, I'm here about the ad.

				 CRAIG
		    Please, have a seat.

	Erroll sits in a chair in front of Craig's desk. He
	glances nervously over at Maxine.

				 ERROLL
		    When you say, I can be somebody
		    else, what do you mean exactly?

				 CRAIG
		    Exactly that. We can put you inside 
		    someone else's body for fifteen minutes.

				 ERROLL
		    Oh, this is just the medical
		    breakthrough I've been waiting for.
		    Are their any side effects? Please
		    say no! Please say no!

				 MAXINE
		    No.

				 ERROLL
		    Long term psychic or physiological
		    repercussions?

				 MAXINE
		    No. Don't be an ass.

				 ERROLL
		    Can I be anyone I want?

				 MAXINE
		    You can be John Malkovich.

				 ERROLL
		    Well that's perfect. My second
		    choice. Ah, this is wonderful.
		    Too good to be true! You see, I'm
		    a sad man. Sad and fat and alone. Oh,
		    I've tried all the diets, my friends.
		    Lived for a year on nothing but
		    imitation mayonnaise. Did it work?
		    You be the judge. But Malkovich!
		    King of New York! Man about town!
		    Most eligible bachelor! Bon Vivant!
		    The Schopenhauer of the 20th century!
		    Thin man extraordinaire!

				 MAXINE
		    Two hundred dollars, please.

				 ERROLL
		    Yes. Yes. A thousand times, yes!

	Erroll takes out his wallet.

									CUT TO:

	EXT. DITCH - DAY

	Craig waits by his car, checks his watch. "Pop!"  Erroll
	plops into the ditch, wet and unkempt. He looks around,
	sees Craig, charges him with a yell and gives him an
	enormous bear hug.

				 ERROLL
		    Oh, thank you! Thank you! 
		    Thousand times, thank you!

				 CRAIG
			    (gasping for air)
		    Tell your friends.

				 ERROLL
		    Oh, I will, and I have many,
		    many friends and associates, my
		    friend. All, by the way, in Overeaters
		    Anonymous. All of them fat and alone
		    like me, all of them dream of being
		    someone else, all of them with John
		    Malkovich as their second choice!

									CUT TO:

	INT. HALLWAY 7 1/2 FLOOR - DAY

	The hall outside Craig and Maxine's office sports a long
	line of crouching fat people, all clutching cash in their
	hands.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - CONTINUOUS

	Craig kneels at the door and peeks out through the mail
	slot. Maxine sits at her desk and files her toenails.

				 CRAIG
		    This is amazing! We're gonna be rich!

				 MAXINE
		    So unbolt the fucking door, Einstein.

	Craig unlocks the door. Lester steps in, closes the door
	behind him, locks it.

				 LESTER
		    You're making a big mistake, Schwartz.
			    (nods to Maxine)
		    Ma'am

				 CRAIG
		    Dr. Lester, I don't know what you're
		    talking about.

				 LESTER
		    There are rules, boy, procedures,
		    etiquette. This is not a toy. I've
		    been waiting seventy years to utilize
		    this room, grooming myself, quietly
		    setting the stage, performing
		    ablutions, paying tribute, seeing all
		    his motion pictures again and again.
		    Worshipping, Schwartz, worshipping
		    properly.

				 CRAIG
		    You're insane.

				 LESTER
		    I am not alone. There are others. We
		    are legion. You will pay for this
		    blasphemy. You will pay dearly.

	Lester exits. Craig looks at Maxine. There is a moment
	of tension. Finally:

				 MAXINE
		    Crackpot.

	Craig opens the door. The first few fat people move noisily
	into the room.

									CUT TO:

	INT. DR. LESTER'S ALTAT ROOM - NIGHT

	Many cloaked people in the room kneeling with candles in
	hand before the lit photo of Malkovich. Lotte kneels in the
	back row. They chant:

				 DISCIPLES OF MALKOVICH
		    How much do we love you? We loved
		    you in "Making Mr. Right."  That is
		    how much we love you. We even own the
		    director's cut on laser disc. Please
		    accept us into your head as we have
		    accepted you into our hearts. Please
		    let us be you. Amen.

									CUT TO:

	INT. LESTER'S DINING ROOM - A BIT LATER

	The worshippers mill about, chatting, drinking coffee,
	nibbling on cookies.

				 LESTER
		    May I have your attention, please.
		    We have a new disciple among us tonight.

				 DISCIPLES OF MALKOVICH
		    Hallelujah.

				 LESTER
		    She is the wife of Schwartz.

	A stunned hush falls over the group.

				 LOTTE
			    (apologetically)
		    I'm getting divorced.

				 LESTER
		    No you mustn't, my child.

				 LOTTE
		    But why, Son of Malkovich?

				 LESTER
		    We need you on the inside, my child.
		    To report on his comings and goings,
		    and if need be, to... destroy him...
			    (hands Lotte a gun)
		    ...for lack of a better word.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT

	Craig is putting stuff in boxes. Lotte enters in her cloak.

				 LOTTE
		    What are you doing?

				 CRAIG
		    I'm moving. Remember? What's with
		    the hooded cloak?

				 LOTTE
		    Nothing. Don't go, Craig. I've been
		    thinking. Let's try to work this out.
		    We've got so much history.

				 CRAIG
			    (still packing)
		    You should feed your animals. They're
		    looking peaked.

				 LOTTE
		    I'm getting rid of the fucking
		    animals.

				 CRAIG
		    What?

				 LOTTE
		    I'm getting rid of the animals. I've
		    lost interest. Besides, they're
		    standing between you and me.

				 CRAIG
		    No they're not.

				 LOTTE
		    You've always hated the animals.

				 CRAIG
		    You've always loved the animals.

				 LOTTE
		    I'm giving them up. I've changed.
		    I've found a new focus. 

				 CRAIG
		    What's that?

				 LOTTE
			    (beat)
		    Us, of course.

	Craig looks up from his packing. He and Lotte stare at each
	other for a long while.

				 CRAIG
			    (tenderly)
		    Oh, Lot...

	They hug.

				 CRAIG (CONT'D)
		    What about Maxine?

				 LOTTE
		    Fuck Maxine.

				 CRAIG
		    We wish.

	They look at each other and laugh, them fall back into the
	embrace. They both get faraway looks in their eyes.

									CUT TO:

	INT. CRAIG AND LOTTE'S GARAGE - NIGHT

	The clock reads 3:00 AM. Craig, in his pajamas, is working
	the Craig and Maxine puppets. They make love on the bare
	puppet stage. Craig seems possessed.

									CUT TO:

	INT. MAXINE'S BEDROOM - CONTINUOUS

	The phone rings. Maxine sleepily picks it up.

				 MAXINE
		    Yes?

				 LOTTE (O.S.)
		    I have to see you. Can you call him
		    and invite us over?

				 MAXINE
		    When?

				 LOTTE (O.S.)
		    Give me one hour to get inside him
		    Exactly.

	Maxine checks her alarm clock. The time is 3:11 AM.

									CUT TO:

	INT. CRAIG AND LOTTE'S CAR - NIGHT

	Lotte drives.

									CUT TO:

	INT. MAXINE'S APARTMENT - A BIT LATER

	The doorbell rings. Maxine, in a sheer black nightgown,
	answers it. John Malkovich stands there.

				 MAXINE
		    Thanks so much for coming over.

				 MALKOVICH
		    Oh, I'm really glad you called.

	Maxine gestures for him to enter. As Malkovich passes by
	her, she checks the wall clock. The time is 3:50.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - NIGHT

	Lotte sits on the floor in the dark. She leans, out of
	breath, against the wall next to the portal and checks her
	watch. The time is 4:10. She pulls open the door.

									CUT TO:

	INT. MAXINE'S LIVING ROOM - NIGHT

	Maxine and Malkovich sit a bit awkwardly next to each other
	on the couch.

				 MAXINE
		    So, do you enjoy being an actor?

				 MALKOVICH
		    Oh sure. It's very rewarding...

	The digital clock on the VCR clicks over to 4:11 AM.
	Maxine's look softens, and she kisses Malkovich hard
	on the lips. He seems surprised, but quickly warms to
	it. We shift top Malkovich's POV as Maxine begins to
	unbutton Malkovich's shirt.

				 LOTTE (V.O.)
		    Oh my darling. Oh my sweetheart.

				 MAXINE
		    I love you, Lotte.

				 LOTTE (V.O.)
		    Maxine...

				 MALKOVICH
			    (stopping)
		    I'm sorry, did you just call me
		    "Lotte"?

				 MAXINE
		    Do you mind?

				 MALKOVICH
			    (thinking)
		    No, I guess not. I'm an actor.

	They get back to it.

				 MAXINE
		    Oh, my sweet, beautiful Lotte.

				 MALKOVICH
			    (thinks he's playing along)
		    Yes, Maxine, yes.

				 LOTTE (V.O.)
		    This is too good to be true.

									CUT TO:

	INT. CRAIG AND LOTTE'S BEDROOM - NIGHT

	A sweaty and spent Craig sneaks back into the bedroom.
	He sees that the bed is empty.

									CUT TO:

	EXT. DITCH - NIGHT

	With a gasp and a wail of release, Lotte pops into the
	ditch. She is soaking wet and breathes heavily. She
	just lies there.

									CUT TO:

	INT. CRAIG AND LOTTE'S KITCHEN - MORNING

	Craig is hunched over a cup of coffee. The front door
	can be heard to open. After a moment Lotte appears in
	the kitchen doorway. She is caked with dirt. Craig
	looks up at her.

				 CRAIG
		    You were him last night, weren't you?

				 LOTTE
			    (quietly)
		    Yes.

				 CRAIG
		    And he was with her.

				 LOTTE
		    We love her, Craig. I'm sorry.

				 CRAIG
		    We?

				 LOTTE
		    Me and John.

				 CRAIG
		    Don't forget me.

				 LOTTE
		    Well, you have the Maxine action
		    figure to play with.

	Craig looks down at his coffee.

				 LOTTE (CONT'D)
		    I'm sorry. That was nasty.

				 CRAIG
		    Life is confusing, isn't it?

				 LOTTE
		    Sometimes we're forced to make
		    hard decisions.
			    (beat)
		    I'd like for us to stay together,
		    Craig. You know, platonically,
		    if that's possible. I truly value
		    our friendship.

				 CRAIG
		    I feel that somehow my parents never
		    prepared me to make this particular
		    decision. Not that I blame them. How
		    could they know? Today's world is so
		    complicated.
			    (beat)
		    No. I have to go away now. I'm sorry,
		    Lotte. I'm so sorry.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - MORNING

	Craig enters with red-rimmed eyes. Maxine sits at her
	desk, actually looking kind of radiant.

				 MAXINE
		    You're late.

				 CRAIG
		    Are you torturing me on purpose?

				 MAXINE
			    (matter of fact)
		    I've fallen in love.

				 CRAIG
		    I don't think so. I've fallen in
		    love. This is what people who've
		    fallen in love look like.

				 MAXINE
		    You picked the unrequited variety.
		    Very bad for the skin.

				 CRAIG
		    You're evil, Maxine.

				 MAXINE
		    Do you have any idea what its like
		    to have two people look at you with
		    total lust and devotion through the
		    same pair of eyes? No I don't suppose
		    you would. It's quite a thrill, Craig.

	Craig turns and walks out the door.

									CUT TO:

	INT. HALLWAY 7 1/2 FLOOR - CONTINUOUS

	Craig hurries past a long line of fat people, all looking
	eager, all clutching cash.

									CUT TO:

	INT. LESTER'S OFFICE - MORNING

	Lester sits at his desk. The intercom buzzes.

				 LESTER
			    (depressing switch)
		    Yes, my dear?

				 FLORIS (O.S.)
			    (intercom voice)
		    Someone names A Lot of Warts on
		    line two.

				 LESTER
		    Thank you, Floris.

				 FLORIS (O.S.)
			    (intercom voice)
		    Think, Jew florist?

				 LESTER
			    (pressing line 2)
		    Good morning, Lotte!

				 LOTTE (O.S.)
		    Dr. Lester, everything's falling
		    apart.

									CUT TO:

	INT. GUN SHOP - MORNING

	Craig is at the counter buying a pistol.

									CUT TO:

	INT. JUICY-JUICE JUICE BAR - MORNING

	Lester and Lotte sit at a table. They both have really
	large glasses of carrot juice in front of them.

				 LOTTE
		    I blew it, Dr. Lester.

				 LESTER
		    You followed your heart, my child,
		    and that is not necessarily a bad
		    thing.

				 LOTTE
		    But now we've lost access to Craig.

				 LESTER
			    (laughs)
		    My child, I don't think its a great
		    mystery what Craig's up to.

									CUT TO:


									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - DAY

	Craig stands still and tense, with gun in hand. We hear
	the front door unlock. Lotte enters. She does not see
	Craig. He grabs her from behind as she passes. Lotte
	screams. Craig holds the gun to her head.

				 LOTTE
		    I'm your Goddamn wife. Once you vowed
		    to cherish me forever. Now you hold
		    a gun to my head?

				 CRAIG
		    Yeah, well welcome to the nineties.

				 LOTTE
		    Suck my dick!

				 CRAIG
			    (slapping her)
		    Shut up!

	Lotte is stunned. She feels the muzzle against her forehead.
	She shuts up. Keeping the gun trained on Lotte, Craig
	dials the phone. He hands the receiver to her. He holds his
	ear to the receiver also.

				 CRAIG (CONT'D)
		    Tell her you need to see her.

				 LOTTE
			    (to Craig)
		    You bastard.

	Craig cocks the pistol.

				 MAXINE (V.O.)
		    J.M. Inc. Be all that someone else
		    can be.

				 LOTTE
			    (looking at Craig)
		    I have to see you.

				 MAXINE (V.O.)
		    Sweetie! Oh, but we can't. It's
		    business hours. I need to keep the
		    membranous tunnel open for paying
		    customers.

				 CRAIG
			    (sotto)
		    Tell her, what the hell, close
		    early today, live dangerously.

				 LOTTE
		    What the hell, darling. Close early
		    today, live dangerously.

				 MAXINE (V.O.)
		    Oooh, doll. I love this new
		    devil-may-care side of you. Alrighty,
		    I'll track down Lover-boy, and I'll
		    see both of you in one hour.
		    Exactamundo.

	Maxine hangs up. Lotte hands the phone to Craig, who hangs
	it up. Craig opens up the big cage where Elijah is housed,
	and motions with the gun for Lotte to enter.

				 LOTTE
			    (screaming)
		    Help! He's locking me in a cage!

	Craig slaps Lotte hard. She looks at him, almost sadly.

				 NEIGHBOR
		    Shut up!

				 PARROT
		    Shut up!

				 CRAIG
		    Lesson number one:  Be careful what
		    you teach your parrot.

	Craig tapes Lotte's mouth, ties her hands and feet. Elijah
	watches him tie her. He becomes somewhat agitated, and
	holds his stomach.

									CUT TO:


	INT. BROADHURST THEATER - DAY

	Malkovich is rehearsing some business on stage. Maxine
	watches from the house. She anxiously checks her watch,
	then points to it so Malkovich can see.

				 MALKOVICH
		    Tommy, can I take fifteen?

									CUT TO:

	INT. MALKOVICH'S DRESSING ROOM - DAY

	Malkovich and Maxine are having sex on the make-up table,
	against the mirror.



				 MAXINE
		    Oh, Lotte... Oh, sweetie...

	We now watch the scene from Malkovich's POV.

				 MALKOVICH
		    Maxine...

				 CRAIG (V.O.)
		    I can't believe it. This is too
		    good to be true.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - DAY

	Craig is toweling himself off, hurriedly combing his
	hair. Maxine enters.

				 CRAIG
		    You're glowing again.

				 MAXINE
		    A girl has a right to glow if
		    she wants. It's in the fucking
		    constitution.

	Maxine sits. Craig smiles to himself.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - EVENING

	Craig is feeding the various caged animals. He puts two
	plates of food in Elijah's cage. Lotte is ungagged and
	unbound now. She eats as Craig slumps down next to the
	cage, gun in hand.

				 CRAIG
		    It was lovely being you being
		    Malkovich, my dear. I'd never seen
		    the passionate side of sweet Maxine
		    before, or her actual tits for that
		    matter. If only, I've been thinking
		    to myself, if only I could actually
		    feel what Malkovich feels, rather
		    than just see what he sees... And
		    then, dare I say it, if only I could
		    control his arms, his legs, his
		    pelvis, and make them do my bidding.

				 LOTTE
		    It'll never happen, fuckface.

				 CRAIG
		    Ah, but you're forgetting one thing,
		    Lambchop.

				 LOTTE
		    What's that?

				 CRAIG
		    I'm a puppeteer.

	Craig picks up the phone and dials. He smiles as he
	holds the receiver up to Lotte's face.

									CUT TO:

	INT. MAXINE'S APARTMENT - NIGHT

	Malkovich and Maxine are having sex on Maxine's couch.

				 MAXINE
		    Lotte, this is so good...

				 CRAIG (V.O.)
			    (tense, commanding)
		    Move right hand across her left breast
		    now. Move right hand across her left
		    breast now. Move right hand across her
		    left breast now.

	Malkovich clumsily, awkwardly moves his hand across Maxine's
	breast.

				 CRAIG (V.O.) (CONT'D)
		    Holy shit, yes!

				 MALKOVICH
		    Holy shit, yes!

				 CRAIG (V.O.)
		    Holy shit! He said what I said!

				 MALKOVICH
		    Holy shit! He said what I said!

				 MAXINE
		    Lotte? Is that you?

				 CRAIG (V.O.)
		    Yes, yes, sweetheart, yes!

				 MALKOVICH
		    Yes, yes, sweetheart, yes!
			    (scared)
		    What the fuck is going on? I'm not
		    talking. This is not me!

				 MAXINE
		    Oh, Lotte...

	Maxine kisses Malkovich hard on the lips. There is a
	sucking sound.

									CUT TO:

	EXT. DITCH - NIGHT

	There is a pop and Craig lands in the ditch.

									CUT TO:

	INT. MAXINE'S APARTMENT - NIGHT

	A panicked Malkovich is pulling on his clothes.

				 MALKOVICH
		    Something was making me talk. Some
		    Goddamn thing was making me move. I
		    gotta get out of here.

				 MAXINE
		    Oh, Dollface, it was just your passion
		    for me taking hold.

				 MALKOVICH
		    No, Dollface, I know what my passion
		    taking hold feels like. I gotta go.

	He leaves. Maxine falls back on the couch and sighs
	contentedly.

									CUT TO:

	INT. CRAIG AND LOTTE'S LIVING ROOM - NIGHT

	A wet, mess Craig sits next to Lotte's cage. Lotte is bound
	and gagged.

				 CRAIG
		    I did it, sweetie. I moved his arm
		    across your girlfriend's glorious tit.
		    I made him talk. And, oh, there was
		    the beginning of sensation in the
		    fingertips. Ummmm-mmmm! It's just a
		    matter of practice before Malkovich
		    becomes nothing more than another
		    puppet hanging next to my worktable.
		    Coffee?

									CUT TO:

	INT. MALKOVICH'S APARTMENT - NIGHT

	Malkovich paces nervously, a glass of whisky in his hand.
	Kevin Bacon sits on the couch and fiddles with a Rubic's
	Cube.

				 MALKOVICH
		    It's like nothing I've ever felt
		    before. I think I'm going crazy.

				 KEVIN BACON
		    I'm sure you're not going crazy.

				 MALKOVICH
		    Kevin, I'm telling you... it was
		    like nothing I've...

				 KEVIN BACON
		    Yeah yeah yeah. Yadda yadda yadda.
		    Were you stoned?

				 MALKOVICH
		    Yes, but you see, someone else was
		    talking through my mouth.

				 KEVIN BACON
		    You were stoned. Case closed. End
		    of story. How hot is this babe?

				 MALKOVICH
		    I think it might've been this Lotte
		    woman talking through me. Maxine
		    likes to call me Lotte.

				 KEVIN BACON
		    Ouch. Now that's hot. She's using you
		    to channel some dead lesbian lover.
		    Let me know when you're done with her.
		    This is my type of chick.

				 MALKOVICH
		    I'm done with her now. Tonight really
		    creeped me out.

				 KEVIN BACON
		    You're crazy to let go of a chick who
		    calls you Lotte. I tell you that as a
		    friend.

				 MALKOVICH
		    I don't know anything about her. What
		    if she's some sort of witch or
		    something?

				 KEVIN BACON
		    All the better. Hey, Hot Lesbian
		    Witches, next Geraldo, buddy boy.
		    Ha ha ha.

				 MALKOVICH
		    I gotta know the truth, Kevin.

				 KEVIN BACON
		    The truth is for suckers, Johnny-Boy.

									CUT TO:


	EXT. APARTMENT BUILDING - MORNING

	Malkovich, in a baseball cap and sunglasses, leans against
	the wall. After a moment, Maxine emerges from the building
	and walks down the block. Malkovich follows at a safe
	distance.

									CUT TO:

	INT. 7 1/2 FLOOR - MORNING

	The elevator doors are pried open. It's packed. Maxine and
	a few other people climb out. The last to emerge is
	Malkovich. He is astounded by the dimensions of the floor.
	He turns the corner and sees the long line of crouching fat
	people. Maxine goes into the office and closes the door.
	Maxine sees "J.M. Inc." stenciled on the office door. He
	turns to the first fat man and line.

				 MALKOVICH
		    Excuse me, what type of service does
		    this company provide?

				 FAT MAN
		    You get to be John Malkovich for
		    fifteen minutes. Two hundred clams.

				 MALKOVICH
			    (quietly flipped)
		    I see.

				 FAT MAN
		    No cutting, by the way.

	Malkovich pounds on the door.

				 FAT MAN (CONT'D)
		    No cutting!

	Several fat people jump on Malkovich, and start beating
	him. Craig steps out of the office.

				 CRAIG
		    Hey! Break it up! Break it up!
		    Everybody gets a chance to be...

	The fat people climb off Malkovich. His glasses and cap
	have been knocked off and everyone recognizes him.

				 FAT MAN
		    It's him! Oh, we're so sorry Mr.
		    Malkovich! I hope me and my
		    associates from Overeaters Anonymous
		    didn't hurt you too terribly.

				 MALKOVICH
			    (to Craig)
		    Inside.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - CONTINUOUS

	Craig and Malkovich enter. Maxine looks up, startled, but
	controlling it.

				 MAXINE
		    Darling!

				 MALKOVICH
		    What the fuck is going on?

				 CRAIG
		    Mr. Malkovich, my name is Craig
		    Schwartz. I can explain. We operate
		    a little business her that...
		    simulates, for our clientele, the
		    experience of... being you, actually.

				 MALKOVICH
		    Simulates?

				 CRAIG
		    Sure, after a fashion.

				 MALKOVICH
		    Let me try.

				 CRAIG
		    You? Why I'm sure it would pale in
		    comparison to the actual experience.

				 MALKOVICH
		    Let me try!

				 MAXINE
		    Let him try.

				 CRAIG
		    Of course, right this way, Mr.
		    Malkovich. Compliments of the house.

	Craig ushers Malkovich to the portal door, opens it.

				 MALKOVICH
			    (repulsed by the slime)
		    Jesus.

	Malkovich climbs in. The door closes.

				 CRAIG
		    What happens when a man climbs
		    through his own portal?

				 MAXINE
			    (shrugs)
		    How the hell would I know? I wasn't
		    a philosophy major.

									CUT TO:

	INT. MEMBRANOUS TUNNEL - DAY

	Malkovich crawls through. It's murky. He's tense. Suddenly
	there is a slurping sound.

									CUT TO:

	PSYCHEDELIC MONTAGE

	We see Malkovich hurtling through different environments.
	It's scary: giant toads, swirling eddies of garish, colored
	lights, naked old people pointing and laughing, black velvet
	clown paintings.

									CUT TO:

	INT. RESTAURANT - NIGHT

	Malkovich pops into a chair in a swakn night club. He's
	wearing a tuxedo. The woman across the table from him is
	also Malkovich, but in a gown. He looks around the
	restaurant. Everyone is Malkovich in different clothes.
	Malkovich is panicked. The girl Malkovich across the
	table looks at him seductively, winks and talks.

				 GIRL MALKOVICH
		    Malkovich Malkovich Malkovich
		    Malkovich...

	Malkovich looks confused. The Malkovich waiter approaches,
	pen and pad in hand, ready to take their orders.

				 WAITER MALKOVICH
		    Malkovich Malkovich Malkovich?

				 GIRL MALKOVICH
		    Malkovich Malkovich Malkovich
		    Malkovich.

				 WAITER MALKOVICH
		    Malkovich Malkovich.
			    (Turning to Malkovich)
		    Malkovich?

	Malkovich looks down at the menu. Every item is "Malkovich."
	He screams:

				 MALKOVICH
		    Malkovich!

	The waiter jots it down on his pad.

				 WAITER MALKOVICH
		    Malkovich.

	Malkovich pushes himself away from the table and runs for
	the exit. He passes the stage where a girl singer Malkovich
	is singin sensuously into the microphone. She is backed by a
	'40's style big band of Malkoviches.

				 SINGING MALKOVICH
		    Malkovich Malkovich Malkovich
		    Malkovich...

	Malkovich flies through the back door.

									CUT TO:

	EXT. DITCH - DAY

	Malkovich lands with a thud in the ditch. Craig is waiting
	there with his van. On its side is painted "See The World
	in Malk-O-Vision" followed by a phone number. Malkovich is
	huddled and shivering and soaking wet.

				 CRAIG
		    So how was it?

				 MALKOVICH
		    That... was... no... simulation.

				 CRAIG
		    I know. I'm sorry...

				 MALKOVICH
		    I have been to the dark side. I have
		    seen a world that no man should ever
		    see.

				 CRAIG
		    Really? For most people it's a rather
		    pleasant experience. What exactly did
		    you...

				 MALKOVICH
		    This portal is mine and must be sealed
		    up forever. For the love of God.

				 CRAIG
		    With all respect, sir, I discovered
		    that portal. Its my livelihood.

				 MALKOVICH
		    It's my head, Schwartz, and I'll see
		    you in court!

	Malkovich trudges off along the shoulder of the turnpike.

				 CRAIG
			    (calling after him)
		    And who's to say I won't be seeing
		    what you're seeing... in court?

	Cars whiz by Malkovich. Someone yells from a passing car.

				 MOTORIST
		    Hey, Malkovich! Think fast!

	Malkovich looks up. A beer can comes flying out of the car
	and hits him on the head.

									CUT TO:

	INT. CRAIG AND LOTTE'S APARTMENT - NIGHT

	Craig is feeding the animals. His gun is stuck in his pants.
	He gets to Lotte's cage. She is bound but ungagged. She
	looks haggard.

				 LOTTE
		    Once this was a relationship based
		    on love. Now you have me in a cage
		    with a monkey and a gun to my head.

				 CRAIG
		    Things change. Anyway, you gave up your
		    claim to that love the first time you
		    stuck your dick in Maxine.

				 LOTTE
		    You fell in love with her first.

				 CRAIG
		    Yeah but I didn't do anything about
		    it. Out of respect for our marriage.

				 LOTTE
		    You didn't do anything about it out
		    of respect for the fact that she
		    wouldn't let you near her with a ten
		    foot pole, which is, by the way,
		    about nine feet, nine inches off
		    the mark anyway.

				 CRAIG
			    (beat)
		    That's true. Oh, God, Lotte, what
		    have I become? My wife in a cage
		    with a monkey. A gun in my hand.
		    Betrayal in my heart.

				 LOTTE
		    Maybe this is what you've always
		    been, Craig, you just never faced
		    it before.

				 CRAIG
		    Perhaps you're right. I can't let
		    you go though. Too much has happened.
		    You're my ace in the hole.

				 LOTTE
		    I need a shower.

				 CRAIG
		    I'm sorry. Oh God, I'm sorry. I'm
		    some kind of monster. I'm the guy
		    you read about in the paper and go,
		    "he's some kind of monster."

				 LOTTE
		    You're not a monster, Craig. Just
		    a confused man.

				 CRAIG
		    I love you so much.

	She dials her phone, opens her cage, puts phone to her ear.

				 CRAIG (CONT'D)
		    But I gotta go now. I've got to go
		    be Johnny.

				 MAXINE (O.S.)
		    J.M. Inc. Be all that someone...

				 LOTTE
		    We have to meet.

				 MAXINE
		    One hour.

	Craig hangs up, tapes Lotte's mouth.

				 CRAIG
		    I'll tell you all about it when I
		    get home.

	Craig exits. Lotte fiddles with the ropes on her hands
	Elijah, slumped in the corner of the cage, blankly
	watches her moving hands. Suddenly his eyes narrow.
	Something is going on in his brain. We move slowly into
	his eyes.

									DISSOLVE TO:

	EXT. JUNGLE - DAY

	It is a memory: blurry and overexposed, the color washed
	out. We see a weathered wooden sign which reads "Africa."
	The sound of running feet, huffing frantic breathing. We
	watch from up in a tree (Elijah's POV) as two men in safari
	suits chase a couple of chimps across the jungle floor. The
	chimps are screaming as the safari men tackle them and tie
	them up. The safari men laugh.

				 SAFARI MAN
		    Well, there monkeys ain't going
		    nowhere. Let's get us a couple a
		    brews 'fore the boss comes back...

	The safari men leave the chimps on the ground. We descend
	from the trees to the ground next to the bound chimps. One
	of the chimps looks at the camera. He grunts and squeals.

				 CHIMP ONE (DUBBED VOICE)
		    Son, untie your mother and me!
		    Quickly! Before the great bald
		    chimp-men return.

	A small pair of chimp hands enter into the frame and
	struggle to untie the ropes, but to no avail. Chimp two
	speaks.

				 CHIMP TWO (DUBBED VOICE)
		    Hurry, Elijah!

				 SAFARI MAN
		    Why you little bastard!

	Elijah is wrestled to the ground amidst much screaming.

									DISSOLVE TO:

	INT. CRAIG AND LOTTE'S APARTMENT - DAY

	Elijah shakes off the memory and looks determinedly at the
	ropes on Lotte's hands. He attempts to untie the knot. He
	works furiously and succeeds. Lotte pulls the tape from her
	mouth.

				 LOTTE
		    Oh, Elijah, you are magnificent!

	Elijah beams and screams for ecstatic joy. Lotte unlocks
	the cage, and dials the phone.

				 LOTTE
		    Maxine! Listen:  It hasn't been me
		    in John the last three times. Craig's
		    had me locked up in the apartment. He
		    made me call you at gunpoint. It's
		    been him! Oh, God, it's been him!

				 MAXINE (O.S.)
			    (beat, calmly)
		    Really? Well, you know, he's quite
		    good. I'm surprised. Anyway, I have
		    a session with Malkovich I have to
		    attend. I'll speak with you soon.

				 LOTTE
		    But Maxine, I thought it was me you
		    loved.

				 MAXINE (O.S.)
		    I thought so too, doll. I guess we
		    were mistaken.

	Maxine hangs up. Lotte, visibly shaken, dials the phone.

				 LOTTE
		    Hello, Dr. Lester?

									CUT TO:

	INT. MALKOVICH'S APARTMENT - NIGHT

	The doorbell rings. Malkovich answers it. Maxine stands
	there, dressed in an evening gown.

				 MALKOVICH
		    Come on in.

				 MAXINE
		    I can explain about the portal,
		    darling.

				 MALKOVICH
		    Don't con me, Maxine. We're over. I
		    just let you up here to tell you
		    that, and to tell you that I'm taking
		    you and Schwartz to court.

				 MAXINE
		    Oh shut up.
			    (beat)
		    Craig, darling are you in there?

	Malkovich tenses up, then shakes his head in an awkward,
	puppet-like manner. When Malkovich speaks, it seems to be
	against him will.

				 MALKOVICH
		    Yes. How did you know it was me?

				 MAXINE
		    Lotte called me.

				 MALKOVICH
		    Oh, so the bitch escaped.

				 MAXINE
		    Apparently you can control this
		    Malkovich fellow now.

				 MALKOVICH
		    I'm getting better all the time.

				 MAXINE
		    I'll say you are. Let's do it on his
		    kitchen table, then make him eat an
		    omelette off of it.

				 MALKOVICH
			    (as Malkovich)
		    No... damn... you...
			    (as Craig)
		    Oh shut up, you overrated sack of
		    shit.

	Malkovich begins undressing, and does a lewd bump and grind
	while looking mortified. Maxine giggles. Malkovich (Craig)
	laughs wildly.

									CUT TO:

	INT. LESTER'S OFFICE - NIGHT

	Lester's hand is in a bloody bandage. The juicer sits on hi
	desk. Lotte sits across from him looking nervous and
	hollow-eyed.

				 LESTER
		    You know I think it pays to leave
		    juice-making to the trained
		    professionals. You look terrible,
		    my dear.

				 LOTTE
		    Craig stole Maxine from me, Dr.
		    Lester.

				 LESTER
		    Hmmm, a lesbian, are you? I must
		    inform you that I find that highly
		    arousing.

				 LOTTE
		    No, you don't understand. I've been
		    inside Malkovich when I'm with
		    Maxine...

				 LESTER
			    (slaps Lotte furiously)
		    What?! That is not allowed. My God,
		    you are supposed to be one of us.
		    You know you must never partake of
		    Malkovich by yourself!

				 LOTTE
		    No, I didn't know that.

				 LESTER
		    Oh, didn't anyone show you the
		    indoctrination video?

				 LOTTE
		    No.

				 LESTER
		    Oh, sorry. Right this way.

									CUT TO:

	INT. SCREENING ROOM - NIGHT

	Lotte site next to Lester in the darkened auditorium.
	The projector whirs. The screen lights up.

	TITLE: SO YOU WANT TO BE JOHN MALKOVICH

	A much younger Lester addresses the camera in this black
	and white film, which seems to have been made in the 50's.

				 LESTER ON FILM
		    Welcome, my fellow Malkovichians.
		    As you may already know, today a
		    baby was born into this sad world.

	We see a shot of a newborn.

				 LESTER ON FILM (CONT'D)
		    His name is John Horatio Hannibal
		    Malkovich. And we are the keepers
		    of the door to his soul. One day,
		    when his brain is big enough, we
		    will all journey into his head and
		    live there for all eternity. Following
		    the teachings of our leader Karl Marx,
		    we will build the ultimate communist
		    community, one body and hundreds,
		    maybe thousands, of brains inside
		    working together to form a super
		    human intellect capable of curing
		    disease, stopping all war, and
		    ruling the world with a benevolent
		    fist. We will take a wife, a woman
		    of uncommon beauty and intellect, who
		    is, as yet, still an infant herself.

	We see a photo of another infant, this one with a ribbon in
	her hair.

				 LESTER ON FILM (CONT'D)
		    Her name is Floris Horatia Hannibella
		    DeMent.

				 LOTTE
		    Does Floris know that she's the
		    chosen?

				 LESTER
		    Well, I tried to explain it to her,
		    but...

	Lester points to his ear and shrugs.

									CUT TO:

	INT. MALKOVICH'S BEDROOM - NIGHT

	Malkovich and Maxine lie naked on the bed, looking quite
	relaxed.

				 MAXINE
		    You still there, sweets?

				 MALKOVICH
		    Yeah. I've figured out how to hold
		    on as long as I want. Oddly enough,
		    it's all in the wrists.

				 MAXINE
		    Wow.
			    (little girl pout)
		    Do a puppet show for me, Craig honey.

				 MALKOVICH
		    You mean with Malkovich?

				 MAXINE
		    I'd love to see your work.

				 MALKOVICH
			    (pleased)
		    Really? Yeah. Okay.

	Malkovich leans over and kisses her, then gets up.

				 MALKOVICH (CONT'D)
		    I'll do something I call "Craig's
		    Dance of Despair and Disillusionment."

	Malkovich performs the same dance that the Craig pupper
	did at the beginning of the film. It is exactly the same,
	complete with impossible somersaults and perspiring brow.
	He finishes by falling to his knees and weeping.

				 MAXINE
			    (moved)
		    That was incredible. You're brilliant!

				 MALKOVICH
		    You see, Maxine, it isn't just playing
		    with dolls.

				 MAXINE
		    You're right, my darling, it's
		    so much more. It's playing with
		    people!

	Malkovich kisses Maxine. She snuggles close to him.

				 MAXINE
		    Stay in him forever?

				 MALKOVICH
			    (as Malkovich, screaming)
		    No!
			    (as Craig, calmly)
		    But how will we make a living,
		    my love, if our clientele doesn't
		    have access to our product?

				 MAXINE
		    Well, we'll have all the money in
		    Malkovich's bank account, plus he
		    still gets acting work occasionally.

				 MALKOVICH
			    (as Malkovich, breaking through)
		    No! Please!
			    (as Craig, to Malkovich)
		    Shut up, will you? We're trying to
		    think here.
			    (to Maxine)
		    It is sort of like being a puppeteer.
		    I like that about it.

				 MAXINE
		    No one would ever have to know its
		    not him.

				 MALKOVICH
			    (an idea)
		    Wait a minute! What if everybody knew?
		    What if we presented Malkovich as the
		    world's most complicated puppet and
		    me as the only puppeteer sophisticated
		    enough to work him? We'd wipe the floor
		    with the Great Mantini!

				 MAXINE
		    Oh, Craiggy, that's brilliant!

									CUT TO:

	INT. LESTER'S SHRINE ROOM - NIGHT

	The worshippers are assembled. Lotte stands before them.

				 LOTTE
		    I have sinned, unwittingly, against
		    the community. And for this I am
		    truly sorry.

				 MAN #2
		    W-w-what's it like on the inside?

				 LOTTE
		    Oh, it's glorious. It's indescribable.

				 MAN #2
		    Oooh, I wanna go. I wanna go. I say
		    it's time.

				 LESTER
		    Perhaps you're right, Terry. We're
		    all prepared, and perhaps this
		    Schwartz fellow is forcing our hand
		    a bit. We will enter the portal
		    tonight!

	Everyone cheers.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - NIGHT

	Maxine and Malkovich are furiously filling the portal
	with cement. Suddenly Malkovich stops and runs to the
	office door screaming a bloodcurdling scream. He stops
	just as suddenly, begins to strangle himself.

				 MALKOVICH
			    (Craig to Malkovich)
		    Shut up!
			    (to Maxine)
		    Sorry, dear, I lost control for
		    a minute.

				 MAXINE
			    (kissing him)
		    It's okay, my sweet.

	They go back to filling the portal. There is the sound
	of many shuffling feet in the hallway. The door flies
	open and the Malkovichians led by Lester and Lotte burst
	in. Malkovich and Maxine turn with a start.

				 LESTER
		    Aaaahhhh, the portal!

				 LOTTE
			    (to Malkovich)
		    You bastard!

	Lotte lunges for Malkovich. Lester grabs her arm, holds
	her back.

				 LESTER
		    No! Don't harm the vessel!

				 LOTTE
		    It's Craig in there, I can tell.

				 LESTER
		    I understand, but we must protect
		    the vessel at all costs.
			    (to Malkovich)
		    Please, Craig, please step aside
		    and allow us to have what is
		    rightfully ours.

				 CRAIG
		    Squatter's rights, Lester.

	Craig laughs somewhat maniacally. Maxine slips her arm
	through Craig's, joins him in his laughter, and glances
	triumphantly over at Lotte.

				 MAXINE
		    Now excuse us, we have an
		    entertainment legend to create.

				 LESTER
			    (to the cult members)
		    Clear the way for them, my friends.
		    They will be dealt with in due time.

	The Malkovichians grumble and let Malkovich and Maxine
	exit.

				 LESTER (CONT'D)
		    Now, let's see what we can do to
		    salvage this portal... for the sake
		    of all that is good.

	The Malkovichians converge on the sealed portal, and
	begin clawing desperately at the quick-drying cement.
	Fingers are scraped raw, and we see smears of blood and
	skin on the rough gray surface.

									CUT TO:

	INT. AGENT'S OFFICE - DAY

	A slick-looking agent answers a buzzing phone.

				 AGENT
		    Of course, send him right in. Don't
		    ever keep him waiting again. Do you
		    understand?

	Malkovich and Maxine enter. The agent stands, holds out
	his hand.

				 AGENT (CONT'D)
		    John! Great to see you! Sorry about
		    the cunt at reception.

				 MALKOVICH
		    This is my fiancee Maxine.

	The agent shakes Maxine's hand.

				 AGENT
		    Great to see you, Maxine. Sorry about
		    the cunt at reception. Please have a
		    seat.

	Malkovich and Maxine sit.

				 AGENT (CONT'D)
		    Can I get you anything? Coffee? Water?

				 MAXINE
		    No thanks.

				 AGENT
			    (into phone)
		    Teresa, get me a chicken soup.
			    (to Malkovich and Maxine)
		    Chicken soup?

	Maxine and Malkovich shake their heads "no."

				 MALKOVICH
		    I'll get right to the point, Larry.
		    I'm a puppet now...

				 AGENT
		    Okay.

				 MALKOVICH
		    I'm being controlled by the world's
		    greatest puppeteer, Craig Schwartz...

				 AGENT
			    (no clue)
		    Oh yeah, he's good.

				 MALKOVICH
		    ... and I want to show off his skills
		    by performing a one-puppet
		    extravaganza in Reno.

				 MAXINE
		    Vegas.

				 MALKOVICH
		    Vegas. Can you arrange that?

				 AGENT
		    Sure, sure. Just let me make a
		    couple of calls.

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - DAY

	The cult members are still there, now with picks 
	shovels. They are worn out and sweaty. The portal is
	excavated, but it seems ragged and destroyed. Man #2
	emerges from the hole, a rope tied around his waist.

				 MAN #2
		    That's the last of it, boss.

	Lester peers through the door.

				 LESTER
		    Well, let's see what we've got
		    here.

	Lester crawls into the tunnel, the door slams behind
	him.

									CUT TO:

	INT. PORTAL - CONTINUOUS

	Lester crawls through. There is a slurping sound and a
	flash of light.

									CUT TO:

	INT. BUNKER - DAY

	The scene is in black and white. Bombs are dropping.
	There is a blonde in forties clothes there. Lester
	views the scene through somebody's POV.

				 LESTER (V.O.)
		    My God, where am I? This seems so
		    familiar.

	The person walks past a mirror. It's Hitler.

				 LESTER (V.O.)
		    My God, I'm Hitler in the bunker!
		    Aaaahhhh! Aaaah!

				 DIRECTOR
		    Cut!

	We look over to see a director and camera crew.

				 LESTER (V.O.)
		    Oh, I'm just the actor in that
		    Twilight Zone episode.

	There is a popping sound.

									CUT TO:

	EXT. DITCH - DAY

	Lester pops into the ditch. One of his cult members is
	waiting with a car, and looking hopeful. Lester sadly
	shakes his head "no."

									CUT TO:

	INT. LESTER'S SHRINE ROOM - DAY

	The cult members mill about, drinking coffee, chatting.
	Lester enters with the cult member who picked him up at
	the ditch. All quiet down and look over at him.

				 LESTER
		    Thank you all for your efforts,
		    but I'm afraid we can no longer get
		    into Malkovich through the portal.

				 LOTTE
			    (panicky)
		    Why not? I need to get in there!

				 LESTER
		    I'm not certain, my dear, but I
		    believe your husband has somehow
		    psychically diverted the route.

				 LOTTE
		    That bastard! I'll gladly dispose
		    of him in the name of the order, Son
		    of Malkovich.

				 LESTER
		    I'm afraid that no physical harm
		    must come to him as long as he
		    inhabits the vessel.

				 MAN #3
			    (raises hand)
		    Oooh, I got an idea! What if we
		    build another portal to Malkovich,
		    like around back, and sneak in that
		    way?

				 MAN #4
		    Only Captain Mertin knew how to build
		    a portal, dummy, and he's dead!

				 LESTER
		    Actually, my friends, I suppose its
		    time I told you, I'm Captain James
		    Mertin.

	The members fall into a stunned silence. Lester takes
	some refrigerator magnets and spells out L-E-S-T-E-R on
	a board. He then rearranges them for a while.

				 LESTER (CONT'D)
		    You see, Lester is an anagram for
		    Mertin.

	Lester continues to rearrange the letters, getting a little
	tense now.

				 LESTER (CONT'D)
		    It used to work, I'm sure of it.

	Several members check their watches.

				 LESTER (CONT'D)
		    Oh, damn it to hell. Anyway, I am.

	L-E-S-T-E-R has been left as E-L R-E-S-T as Lester turns
	from the board to face the congregation.

				 MAN #3
		    How can this be? I thought you were
		    only one hundred and five years old.
		    Mertin would have to be...

				 LESTER
			    (chuckles amiably)
		    I'm two hundred and five, truth be
		    told.

				 WOMAN #1
			    (flirtatiously)
		    You don't look a day over one
		    hundred and five, Captain. What's
		    your secret?

				 LESTER
		    Lots of carrot juice, little lady.
		    That, and a deal with the Devil.

	There is a lot of murmuring in the room now.

				 MAN #2
		    So what exactly are you saying? Are
		    we in cahoots with the Dark Master
		    here?

				 LESTER
		    Surprise.

	The cultists get tense, start to leave en masse.

				 LESTER (CONT'D)
		    Wait! It's not that bad! When we get
		    into Malkovich, we still get to rule
		    the world, just like I told you. The 
		    only difference is that we rule in the
		    name of evil, instead of good.

	People stop in their tracks.

				 MAN #3
		    That's the only difference?

				 LESTER
		    Absolutely.

	The cultists think about is, then shrug and stay put.

				 LESTER (CONT'D)
		    So anyway...

	Lotte stands.

				 LOTTE
		    Well, I for one, am resigning. I will
		    not serve evil. I am ashamed of all
		    of you.

	Lotte heads for the door.

				 LESTER
		    My dear, let me assure you that when
		    we attain power, it will be much more
		    pleasant for those inside Malkovich,
		    than for those outside.

	Lotte stops and turns.

				 LOTTE
		    I'll take my chances.

	She exits.

				 LESTER
		    Anybody else?

				 WOMAN #1
		    Do we get to wear a crown?

				 LESTER
		    But of course.

				 WOMAN #1
		    Count me in.

				 LESTER
		    Good. I think its time to beckon
		    Mr. Flemmer. Perhaps He can help us
		    out of this pickle.

									FLIP TO:

	INT. LESTER'S SHRINE ROOM - A BIT LATER

	Mr. Flemmer, a silver-haired gentleman in turtleneck and
	blazer, scratches his head. The cultists patiently watch
	him.

				 FLEMMER
		    Boy, this is a toughie. To be honest,
		    I didn't anticipate this.

				 LESTER
		    And as I said, sir, we can't very
		    well exert physical persuasion upon
		    the sacred vessel Malkovich.

				 FLEMMER
		    Right, Lester. I heard you the first
		    time. I'm not a dummy.

				 LESTER
		    Didn't mean to imply that you were,
		    sir.

				 FLEMMER
		    Look, I'm going back to my house
		    to ponder this. So stay calm and
		    keep track of Schwartz's comings
		    and goings. Oh, and somebody dispose
		    of Schwartz's wife, will you?
			    (to cultists)
		    Nice to meet you all.

	The cult members ad-lib "same here, sir."

									CUT TO:

	INT. CRAIG AND LOTTE'S APARTMENT - NIGHT

	Lotte site in the living room, in her pajamas, softly
	sobbing. The caged animals watch her.

				 LOTTE
		    Oh, my friends. Be thankful you're
		    not human. People are treacherous
		    and greedy and corrupt. I've lost
		    my heart to two of them and I almost
		    lost my soul to another. And I'm no
		    better. Look at the way I keep you,
		    locked in cages, for my own enjoyment.
		    Well, I've been in a cage too, my
		    friends. Literally and figuratively.
		    So tonight I set you free.

	Lotte opens the windows and the front door, then unlocks
	all the cages. The animals scurry and fly out of their
	cages, and out of the house. Lotte watches silently until
	she is alone.

				 LOTTE (CONT'D)
		    Good-bye, friends.

	A hand reaches for hers. She looks down. Elijah is still
	there and holding her hand. She smiles.

				 LOTTE (CONT'D)
		    Hello, friend

									CUT TO:

	EXT. CITY STREET - NIGHT

	We see the menagerie of animals on the otherwise deserted
	street, dispersing into the night. A lone dark figure turns
	the corner, and walks slowly up the street to Craig and
	Lotte's building.

									CUT TO:

	INT. CRAIG AND LOTTE'S APARTMENT - CONTINUOUS

	Lotte and Elijah see the dark figure coming up the steps.
	The buzzer rings. Lotte and Elijah jump.

				 LOTTE
		    They've come to kill me, Elijah. See,
		    I know too much. I should get the
		    door. It's impolite to keep death
		    waiting.

	Elijah looks at her sweetly, a great sadness in his eyes.
	Then he leads her by the hand out the window.

									CUT TO:

	EXT. VEGAS HOTEL - NIGHT

	The marquee reads:  World's Greatest Puppeteer Craig
	Schwartz and his Magical Puppet John Malkovich.

									CUT TO:

	INT. DRESSING ROOM - NIGHT

	Malkovich sits in a tuxedo and watches himself in the
	dressing table mirror. Maxine, in a tight black number,
	reclines on the couch.

				 MAXINE
		    This is it, lover. You're stepping
		    onto that stage a nobody and
		    presto-change-o, you're coming
		    back the greatest puppeteer the
		    world has ever seen.

				 MALKOVICH
		    I'm nervous. Malkovich is fighting
		    me hard today.

	Malkovich jerks a bit, gets it under control.

				 MAXINE
		    Doesn't he know how important
		    tonight is to us?

				 MALKOVICH
		    He's a selfish bastard.

									CUT TO:

	INT. LAS VEGAS THEATER - NIGHT

	The house is filling with formally dressed audience members.
	The cultists and Lester, also in tuxes and gowns, are among
	them. The lights go down.

				 ANNOUNCER (O.S.)
		    Ladies and gentlemen, it is the
		    great privilege of the Luxor hotel
		    and Casino to present Craig Schwartz
		    and his magical puppet John
		    Malkovich.

	The orchestra starts up. The curtains part.

				 LESTER
		    Blasphemous bastard.

	Malkovich tap dances out onto the stage. He is amazingly
	nimble and the audience "oohs" and "aahs."

				 LESTER (CONT'D)
			    (grudgingly)
		    Pretty good though.

	Malkovich does an amazing triple somersault, lands on one
	knee and, with spread arms, begins singing: "Kiss Today
	Goodbye."  in a beautiful tenor. The orchestra catches up
	with him. The audience goes wild. A pretty-boy young man
	with a big tousle of black hair and a shiny, tight suit
	appears at the back of the house. An usher glances over at
	him.

				 USHER
		    Oh, Mr. Mantini! We weren't expecting
		    you tonight, sir. Um, I'm afraid
		    there's not an empty seat in the
		    entire house.

				 MANTINI
			    (not taking his eyes from the stage)
		    Make one empty.

				 USHER
		    Y-y-y-es sir.

	The usher looks nervously around for someone to boot.
	Martini waits in the back. On stage, Malkovich is now
	performing the "back of the car scene" from "On The
	Waterfront."  He alternates between the Marlon Brando part
	and the Rod Steiger part, moving back and forth from one
	stool to the another. He performs it magnificently. We see
	Lester in the audience wiping a small tear from his eye.

				 LESTER
		    Not too shabby.

	Mantini is now sitting in a good aisle seat next to a 
	beautiful woman. Her boyfriend is being hauled toward the
	exit by the usher. The beautiful woman watches, with some
	concern, as the boyfriend is taken away. Then she turns and
	smiles flirtatiously at Mantini. Mantini smiles back. On
	stage Malkovich is dressed in a ringmaster's outfit and
	juggling chainsaws.

				 MANTINI
		    Nothing more than a Goddamn clown.

	At this point the entire audience stands and gives Malkovich
	a spontaneous standing ovation. All except Mantini. Even the
	cultists get up.

									CUT TO:

	INT. SEWER - NIGHT

	Lotte sits sadly in the wet tunnel. She is scrunched-up
	against the damp cold. A small fire smolders in front of
	her. We hear footsteps approaching. It is Elijah, carrying
	supplies:  food and blankets. He covers her with a blanket
	and sits down next to her.

				 LOTTE
		    They're going to take over the
		    world, Elijah. Evil will reign.
		    But, then, evil already reigns,
		    doesn't it? So what difference
		    does it make if John Malkovich
		    is wearing the fucking crown while
		    it's reigning?

	Elijah sighs, then holds his stomach. The ulcer is
	returning.

									CUT TO:

	INT. FLEMMER'S APARTMENT - DAY

	It's a conservatively furnished upper westside apartment.
	Looks like it belongs to a Columbia professor. The walls
	are lined with books. Mr. Flemmer sits at his desk, his
	head in his hands, deep in thought. The doorbell rings.

				 FLEMMER
		    It's open.

	The door opens and Lester pokes his head in.

				 LESTER
		    It's just me, boss. I brought
		    croissants.

	Lester enters with a greasy white paper bag.

				 FLEMMER
		    Have a seat. I wracking my brain
		    over this Malkovich thing.

				 LESTER
		    We saw his show at the Luxor last
		    night.

				 FLEMMER
			    (impressed)
		    Vegas? What'd you think?

				 LESTER
		    The kid's got talent. You've never
		    seen Malkovich like this. Schwartz
		    had him up there singing and dancing.
		    Impressions.

				 FLEMMER
		    Impressions? Those are hard.

				 LESTER
		    Very talented son of a bitch. Too bad
		    we can't kill him.

				 FLEMMER
		    I suppose I could come to him in a
		    dream. I don't know. That's the best
		    I can think of right now.

				 LESTER
		    A scary dream?

				 FLEMMER
		    No, a sexy dream. Of course, a scary
		    dream.

				 LESTER
			    (noncommittally)
		    I like that.

									CUT TO:

	INT. HOTEL SUITE - NIGHT

	Malkovich sits on the floor in silk pajamas. He is
	surrounded by newspaper clippings. He is drinking
	champagne from the bottle. Maxine is at a dressing
	table, brushing her hair.

				 MALKOVICH
		    They love me, darling! "Craig Schwartz
		    is fantastic!"  The New York Times.
		    "If only Craig Schwartz had always
		    been inside Malkovich!"  Women's Wear
		    Daily. "Craig Schwartz - The world's
		    greatest puppeteer!"  Paul Wunder,
		    WBAI Radio.

				 MAXINE
		    Oh, darling. It's a dream come true.
		    We're going to ride this straight to
		    the top.

				 MALKOVICH
		    Sleepy suddenly.

				 MAXINE
		    Busy day, my little fire chief. Why
		    don't you climb into bed, and I'll
		    meet you there in just...

	But Malkovich is already passed out on the floor on top of
	his clippings. Maxine smiles maternally, gets up and puts 
	blanket over him. We stay on Malkovich's face.

									DISSOLVE TO:

	INT. HELL - NIGHT

	Craig wanders across a jagged, rocky landscape. Geysers of
	flame shoot up around him. The sky is red. He is frightened.
	He arrives at a desk. The man behind the desk is facing away
	from him. He swivels to face Craig. It is Flemmer, looking
	the same as usual except for little red horns and a sinister
	grin.

				 CRAIG
		    Who are you?

				 FLEMMER
		    I am the Devil.

				 CRAIG
		    Oh.

				 FLEMMER
		    Leave Malkovich. He is mine.

				 CRAIG
		    Okay. Sorry. I didn't know.

									CUT TO:

	INT. HOTEL SUITE - CONTINUOUS

	Malkovich awakes with a start. Maxine looks over at him.

				 MAXINE
		    Bad dream, darling?

				 MALKOVICH
		    I've got to leave Malkovich.

				 MAXINE
		    You've got to be kidding.

				 MALKOVICH
		    I just had the most horrifying
		    nightmare. The devil was in it.

	Flemmer crouches behind a bureau and listens. He is pleased
	with himself.

				 MAXINE
		    Malkovich is our meal ticket. You
		    can't back out because of some
		    stupid dream.

				 FLEMMER
			    (to himself)
		    Shit.

				 MALKOVICH
		    Honey, we can be happy and poor
		    together.

				 MAXINE
			    (laughs derisively)
		    Perhaps you'll want to consult that
		    Ouija board again.

	There is a knock at the door. Maxine opens it, angry.

				 MAXINE (CONT'D)
		    Yeah what?!

				 MALKOVICH
		    Derek Mantini!

	Mantini enters. Maxine is suddenly interested. Mantini and
	Maxine give each other the once over.

				 MANTINI
			    (still eyeing Maxine)
		    Hello, Schwartz. I saw your show.

				 MALKOVICH
		    Did you see the reviews?

				 MANTINI
		    Yeah, I saw them

				 MALKOVICH
		    Because if you missed any, I just
		    happen to have copies here you can
		    take with you when you leave now.

				 MAXINE
		    I'm Maxine. I produced the evening
		    with Malkovich.

				 MANTINI
		    Very impressive. I could use a
		    producer with your vision. And
		    other outstanding attributes.

				 MALKOVICH
		    She's not available.

				 MANTINI
		    We'll see, Schwartz. We'll see.

				 MAXINE
		    Yeah, we'll see, Schwartz. We'll see.

				 MANTINI
		    I won't waste your time Schwartz, or
		    more importantly, mine. Here's my
		    proposal: There's only room in this
		    world for one "World's Greatest
		    Puppeteer."  Correct? So let's allow
		    the puppet-going public to crown
		    their king.

				 MALKOVICH
		    How do we do that?

				 MANTINI
		    A friendly competition, if you will.
		    Your Malkovich puppet and my Harry S.
		    Truman puppet appear opposite each
		    other in a play. Not some Vegas
		    Burly-Q pyrotechnics, but a real play
		    that requires actual acting. The
		    audience decides who is more deserving
		    of the title. The losing puppeteer
		    bows out graciously. Goes back to
		    obscurity as a file clerk.

				 MALKOVICH
		    What's the play?

				 MANTINI
		    Say... "Equus"? It's got everything.

				 MALKOVICH
		    Never heard of it.

				 MANTINI
		    Broadway's finest three hours. It's
		    about the suppression of the
		    individual. Conformity as God in
		    modern society.

				 MALKOVICH
		    Sounds boring. Are there any songs?

				 MANTINI
		    Nothing but acting to hide behind,
		    buddy-boy.

				 MALKOVICH
		    I'm not afraid. I toured for a year
		    with the National Puppet Company's
		    production of "Long Day's Journey
		    Into Night."

				 MANTINI
		    Great then.

				 MALKOVICH
		    Is there dancing?

				 MANTINI
		    No.

				 MALKOVICH
		    Who needs dancing?

									CUT TO:

	INT. FLEMMER'S APARTMENT - DAY

	Lester is watering Flemmer's plants. A key is heard in the
	door. Flemmer enters, a small carry-on bag slung over his
	shoulder.

				 LESTER
		    How'd it go? Did you say the
		    philodendron gets water or no?

				 FLEMMER
		    No, for God's sake, I just watered
		    it yesterday.
			    (beat)
		    It almost went well. I gave a pretty
		    good dream, but circumstances arose.

				 LESTER
		    What kind of circumstances?

				 FLEMMER
		    Maxine says she'll leave him if he
		    leaves Malkovich, plus he's been
		    challenged to a puppet-duel by
		    Mantini.

				 LESTER
		    The Great Mantini?

				 FLEMMER
		    No, the Mediocre Mantini. Of course
		    the Great Mantini!

				 LESTER
		    Oh, he's good! Great, actually. I
		    saw him do "Tru" with his sixty
		    foot Robert Morse puppet. Sensational.

				 FLEMMER
		    But I think I have another plan.

				 LESTER
			    (snippy)
		    Do tell. I love a good plan.

				 FLEMMER
		    Why are you being like this?

	Lester shrugs.

				 LESTER
		    I missed you. I'm sorry. Tell me
		    the plan.

				 FLEMMER
		    Well, if Mantini wins, Schwartz will
		    leave Malkovich, right? So, if he
		    needs it, I help Mantini's performance
		    a bit, give him an edge. Spice up the
		    show.

				 LESTER
		    Can you do that? I mean, do you know
		    anything about puppetry?

				 FLEMMER
		    I am the Devil, Lester. I think I can
		    handle it.

				 LESTER
		    I was just asking. No disrespect
		    intended.

				 FLEMMER
		    Fine. Let's drop it.

				 LESTER
		    Fine. I mean, it's not like I was
		    doubting you, it's just that I know
		    puppetry is a skill that takes a long
		    time to acquire.

				 FLEMMER
		    Fine. I'm not mad. Let's just drop it.

				 LESTER
		    Fine. Your mail's on the kitchen
		    table. Mostly junk. Oh, there's a
		    letter from Alex Trebek.

									CUT TO:

	INT. SEWER - NIGHT

	Lotte and Elijah, now dirty and drawn, are talking. Elijah
	uses sign language.

				 ELIJAH (SUBTITLES)
		    You've got to tell Craig what's going
		    on. He must never leave Malkovich.

				 LOTTE
		    I'm glad you learned sign language,
		    Elijah, but I'm tired of your nagging.
		    I'm tired of this conversation. I'm
		    tired period. What has the world ever
		    done for me that I should feel
		    personally responsible for saving it?

				 ELIJAH (SUBTITLES)
		    It is better to light one candle than
		    curse the darkness. I learned that
		    from you.

	Lotte turns away, shaken. A tear rolls down her face.

				 LOTTE
		    What have I become?

									CUT TO:

	EXT. BROADHURST THEATER - NIGHT

	The Marquee reads: Derek Mantini's sixty-foot Harry S.
	Truman puppet and Craig Schwartz's actual-size John
	Malkovich puppet in Peter Shaffer's "Equus."

									CUT TO:

	INT. BROADHURST THEATER - NIGHT

	The house is packed. On stage is a minimalist set: wood
	planks and metal poles. Six guys in brown turtlenecks and
	stylized wire horse heads mill about. The 60 foot Harry S.
	Truman puppet is pacing, his strings extending up into the
	flyspace and out of sight. Malkovich sits on a bench. Truman
	and Malkovich both take stabs at British accents.

				 HARRY S. TRUMAN PUPPET
		    Do you dream often?

				 MALKOVICH
		    Do you?

				 HARRY S. TRUMAN PUPPET
		    It's my job to ask the questions.
		    Yours to answer them.

				 MALKOVICH
		    Says who?

				 HARRY S. TRUMAN PUPPET
		    Says me. Do you dream often?

				 MALKOVICH
		    Do you?

	We see the audience fidgeting in their seats, coughing.

									CUT TO:

	INT. BROADHURST BACKSTAGE - CONTINUOUS

	The dialogue drones on as Maxine watches coolly from the
	wings. She drags on a cigarette. Mr. Flemmer, dressed as
	a stagehand, stands behind Maxine. He also watches the
	actors, with an occasional sideways glance at Maxine.

				 MAXINE
			    (without turning around)
		    Keep your eyes in your pants, old
		    timer.

									CUT TO:

	INT. THE BROADHURST LOBBY - A BIT LATER

	It's intermission. The lobby is crowded. Maxine moves
	through the crowd listening to snippets of conversation.
	Flemmer, now in a tuxedo, moves about also. First couple:

				 THEATERGOER #1
		    That Truman puppet is downright
		    boring as the psychiatrist.

				 THEATERGOER #2
		    It's a wooden performance, really.
		    Get it? Wooden?

	Second couple:

				 THEATERGOER #3
		    What's with the Malkovich puppet?
		    He was much better in Vegas when he
		    played the piano with his feet.

				 THEATERGOER #4
		    I hate it when they try to stretch.
		    It's like Woody Allen.

	Third couple:

				 THEATERGOER #5
		    They both stink! I'm going across the
		    street to second act Miss Saigon.

									CUT TO:

	INT. DRESSING ROOM - A FEW MINUTES LATER

	Malkovich watches himself in his dressing table mirror.
	Maxine enters, flops herself down on the couch and lights
	up a cigarette.

				 MAXINE
		    You'd better turn on the pyrotechnics,
		    lover, 'cause right now you're running
		    neck and neck with the dead president.
		    And you're both in last place.

	Malkovich continues to watch himself in the mirror, nods his
	head.

									CUT TO:

	INT. CATWALK ABOVE STAGE - CONTINUOUS

	Mantini leans against a rail and smokes a cigarette. Charles
	Nelson Reilly, in a tuxedo, confers with him in hushed tones.

				 CHARLES NELSON REILLY
		    You're doing beautifully, my boy. I
		    wept at the speech about your wife.

	Flemmer materializes behind Mantini

				 CHARLES NELSON REILLY
		    What the hell? Nyong-nyong!

	Mantini spins around to face Flemmer. Reilly makes a break
	for it. Flemmer points a finger and Reilly freezes in
	mid-strut. Flemmer then points a finger at Mantini, and he,
	too, freezes. Flemmer picks up the giant wooden controls
	for the marionette, and pulls a copy of the play from his
	pocket.

									CUT TO:

	INT. BROADHURST STAGE - NIGHT

	We watch the second act in progress. The Truman puppet pace
	as he delivers a monologue. Somehow he doesn't even seem to
	be a puppet anymore, so subtle and graceful are his
	movements and the changes in his facial expressions. It's
	as if there's a giant actual Harry Truman on stage.

				 HARRY S. TRUMAN PUPPET
		    I can hear the creature's voice. It's
		    calling me out of the black cave of
		    the Psyche. I shove in my dim little
		    torch, and there he stands -- waiting
		    for me. He raises his matted head. He
		    opens his great, square teeth and says
			    (mocking)
		    'Why? ... Why me? ... Why --
		    ultimately -- Me? ... Do you really
		    imagine you can account for Me?
		    Totally, infallibly, inevitably
		    account for Me? ... Poor Dr. Dysart!'

	Malkovich watches impressed and a little scared by this
	bravura performance. He glances out into the audience and
	sees a silent, rapt crowd.

									DISSOLVE TO:

	INT. BROADHURST STAGE - A BIT LATER

	Malkovich is delivering a monologue. Acting up a storm.
	During Malkovich's speech, Truman repeatedly attempts to
	upstage him, nodding his head, looking thoughtful, raising
	his ten foot eyebrows in surprise...

				 MALKOVICH
		    Eyes! ... White eyes -- never closed!
		    Eyes like flames -- coming -- coming!
		    ... God seest! ... God seest! ... NO!

									CUT TO:

	EXT. NEW YORK STREET - CONTINUOUS

	A man hole cover is pushed off. Lotte climbs out onto the
	street. She is dirty but determined.

									CUT TO:

	INT. BROADHURST STAGE - LATER STILL

	Malkovich is in convulsions on the floor. Big dramatic
	convulsions. Truman scoops him up, and places him on the
	bench. Malkovich continues with the convulsions, milking
	it. Truman speaks.

				 HARRY S. TRUMAN PUPPET
		    Here ... Here ... Sssh ... Sssh ...
		    Calm now ... Lie back. Just lie back!
		    Now breathe in deep. Very deep. In ...
		    Out ... In ... Out ... That's it ...
		    In. Out .. In ... Out ...

	Malkovich is breathing insanely now, trying to keep the
	focus on himself. Flemmer is in the catwalks, watching the
	crowd. The audience is watching Malkovich.

				 AUDIENCE MEMBER
			    (to his wife)
		    That Malkovich puppet is a damn fine
		    actor.

				 FLEMMER
			    (blood boiling)
		    Bastard is stealing my thunder.

	Malkovich and Truman on the stage. Truman is pacing,
	swirling, dancing, juggling enormous bowling pins as he
	talks.

				 HARRY S. TRUMAN PUPPET
		    All right! I'll take it away! He'll be
		    delivered from madness. What then?
		    He'll feel himself acceptable! What
		    then?

	Malkovich has upPed his convulsions now. He watches Truman
	out of the corner of his eye while writhing tormentedly on
	the bench. He levitates. Spins in mid-air. Falls on all
	fours and does an uncanny impression of a yelping dog.
	Truman watches Malkovich, continues to speak. But now, when
	he talks, fire comes out of his mouth.

				 HARRY S. TRUMAN PUPPET (CONT'D)
		    I'll heal the rash on his body. I'll
		    erase the welts cut into his body by
		    flying manes.

	The audience "ooohs" at the flames. Malkovich rips off his
	clothes and convulses into the dying swan-bit from "Swan
	Lake." The audience applauds. Truman continues his speech,
	now transforming himself into an actual 60 foot swan and
	flying around the auditorium as he speaks.

				 HARRY S. TRUMAN PUPPET (CONT'D)
		    You won't gallop anymore, Alan. Horses
		    will be quite safe. You'll save your
		    pennies every week, till you can
		    change that scooter into a car...

	The audience watches the giant swan overhead, necks craned,
	in awe. Malkovich sighs. He is out of his league. He goes
	into a remarkable tap dance routine and sings "Mr.
	Bojangles", but nobody even looks at the stage. The giant
	swan bursts into flames, flies back onto the stage, burns
	to a crisp, then rises from his ashes as the actual Harry S.
	Truman. Truman looks confused and disoriented, as if just
	raised from the dead.

				 ACTUAL TRUMAN
		    Where am I? Aren't I dead?
			    (possessed)
		    Vote for Mantini!

	Truman grows and grows until he is again just a giant
	puppet. The audience bursts into applause, then delivers a
	standing ovation. Truman bows. Flemmer laughs wildly in the
	catwalks. Malkovich walks dejectedly from the stage.

									CUT TO:

	INT. BACKSTAGE - CONTINUOUS

	Malkovich walks past Maxine. She doesn't even look at him.
	Thunderous applause is heard in the background.

				 MALKOVICH
		    Good-bye, Maxine.

				 MAXINE
		    Whatever.

	Malkovich drops limply to the floor. He lifts his head.

				 MALKOVICH
			    (weak but relieved)
		    I'm back! My nightmare is over.

									CUT TO:

	INT. CATWALK - CONTINUOUS

	Flemmer watches Malkovich from above. He pulls out a
	walkie-talkie.

				 FLEMMER
			    (into walkie-talkie)
		    Okay, now!

									CUT TO:

	INT. CRAIG AND MAXINE'S OFFICE - CONTINUOUS

	Lester is surrounded by all the Malkovichians. He holds
	the walkie-talkie, has just received word. He nods, and
	the Malkovichians crawl in single file into the portal,
	while shrieking a war cry.

									CUT TO:

	INT. BACKSTAGE - CONTINUOUS

	Maxine watches as Malkovich pulls himself up off the ground.
	Suddenly, he is again possessed, first by one person, then
	by two, then by three, his body jerking and pulsating with
	each new occupant. It's almost like popping corn, starting
	out slowly, then going faster and faster, until Malkovich
	is possessed by all fifty Malkovichians. He shrieks a war
	cry and runs out onto the stage.

									CUT TO:

	INT. STAGE - CONTINUOUS

	The Truman puppet now hangs limply from the catwalks.
	Malkovich hovers just above the stage and addresses the
	audience.

				 MALKOVICH
			    (now sounding like fifty voices)
		    I am your earthly king! Kneel before
		    me!

	The audience scoffs at first, but then are compelled to
	their knees.

				 CROWD
			    (like automatons)
		    Hail Malkovich, king of the damned.

	Malkovich laughs, gives the thumbs up sign to Flemmer in
	the catwalks. Flemmer gives the thumbs up sign back.

	Lotte appears in the back of the theater, an out-of-breath
	figure in shadows. It is too late. She runs from the
	theater.

									CUT TO:

	INT. BACKSTAGE - CONTINUOUS

	Maxine watches, somewhat amused. She turns and heads for
	the exit.

									CUT TO:

	EXT. NEW JERSEY TUNPIKE - NIGHT

	A dejected Craig walks along the shoulder. He is wet and
	cold. We hold on him for a long while until he eventually
	merges with the landscape.

	FADE OUT

	FADE IN

	EXT. MANHATTAN STREET - DAY

	CHYRON:  LATER THAT WEEK

	Something is wrong. It's a typical midtown street, but
	everything is painted gray:  the buildings, the streets,
	the sidewalks, the cars. People walk along the streets,
	carrying gray briefcases, wearing gray jumpsuits. Nobody
	talks, nobody smiles. Gray birds fly silently in the sky.
	There is no noise whatsoever. There are several movie
	theaters on the block. All marquees advertise John Malkovich
	movies. Around the corner comes Malkovich. He is floating
	about ten feet off the ground on an enormous, bright red,
	jeweled throne. He wears a gold crown and purple silk robe
	and smiles condescendingly, majestically. Floris sits on his
	lap. She is dressed in an orange satin gown. Nobody on the
	street looks up.

				 MALKOVICH
			    (fifty voices)
		    Greetings, my lowly subjects.

				 FLORIS
		    Great things, my lonely subtext?

				 MALKOVICH
			    (rolls his eyes)
		    Boy, be careful what you wish for.
			    (to Floris)
		    Never mind, dear. Just enjoy the ride,
		    will you?

	Floris shrugs, picks at her finger nails.

				 MALKOVICH (CONT'D)
			    (to the people on the street)
		    I am bored. You will dance for your
		    king now.

	Without pause the entire street of gray clad people breaks
	into a meticulously choreographed production number. Totally
	silent, totally joyless, but exquisitely executed. We see
	that Maxine is one of the anonymous dancers. Her face is
	void of expression. Malkovich laughs.

				 MALKOVICH (CONT'D)
		    Faster! Faster, my little trained
		    monkeys!

	The crowd dances faster and faster. Older people fall over,
	exhausted, clutching their hearts. Nobody stops dancing to
	help, nobody dares.

									CUT TO:

	EXT. CENTRAL PARK - DAY

	Bird's eye view of the park. It's all painted gray. Every
	tree, every leaf. There's no sign of life. The camera moves
	in, through some gray trees and gray brush to:

	A LUSH GREEN OASIS CAMOUFLAGED ON THE TOP AND SIDES WITH GRAY PAINT

	This place is filled with life:  Colorful birds, lizards,
	cats, a rooster. All the animals are active, happy, but
	totally silent, as if they know the precariousness of their
	position. Lotte and Elijah sit among them. These are the
	animals that she freed earlier. Lotte and Elijah hold hands
	and look into each other's eyes. We see that they both wear
	gold bands. They are husband and wife. Elijah signs.

				 ELIJAH (SUBTITLES)
		    Must you take this terrible demon
		    on yourself, my love?

				 LOTTE
		    Yes. I'm the only one. I have to enter
		    Malkovich and destroy him from the
		    inside. If not me, who?

				 ELIJAH (SUBTITLES)
		    If there was any way I could go in
		    your place. But I'm only a monkey
		    and...

				 LOTTE
			    (puts finger to his lips)
		    Hush, sweetheart.

	Lotte slips into a gray jumpsuit. She stuffs a homemade bomb
	on her pocket. She and Elijah kiss passionately, then
	embrace.

				 LOTTE
			    (to the animals)
		    I'll be with you always, my friends.
		    Who knows, maybe if I'm lucky, I'll
		    rejoin you with wings and a beak.

				 ELIJAH (SUBTITLES)
		    Wings and a halo, my darling. Wings
		    and a halo.

	Lotte turns quickly. This is too much to bear. She descends
	into a storm drain. The animals stop what they're doing.

				 PARROT
			    (softly)
		    Good-bye. Good-bye.

									DISSOLVE TO:

	EXT. MERTIN-FLEMMER BUILDING - DAY

	A man-hole cover lifts. Lotte pokes her head out. The coast
	is clear. She emerges. Assumes the dead-eyed expression of
	the others, and enters the building.

									CUT TO:

	INT. ELEVATOR - DAY

	Lotte watches the floors change. After seven, she presses
	the emergency stop button. The elevator jerks to a halt.
	She picks up the crow bar in the corner, pries open the
	door. The 7 1/2 floor is gone. Nothing is there but pipes
	and wires and beams. She climbs out onto the floor.

									CUT TO:

	INT. BETWEEN FLOORS - CONTINUOUS

	Lotte searched the floor for some sign of the portal. It
	is nowhere to be found. There is a noise behind her. She
	turns with a start. It's Craig, ragged and ill-shaven.

				 LOTTE
		    My God!

				 CRAIG
		    I'm so glad you're safe. You look
		    really wonderful.

				 LOTTE
		    I'm in love. For the first time.
		    It's funny, but when it happens to
		    you, there's no question.

				 CRAIG
		    He's a lucky man.
			    (beat)
		    Do I know him?

				 LOTTE
		    It's Elijah.

				 CRAIG
		    The iguana?

				 LOTTE
		    The monkey.

				 CRAIG
		    Oh, right. As long as you're happy.
		    I'm sure he's a better lover than I
		    ever was.

				 LOTTE
		    A better friend.

				 CRAIG
			    (beat)
		    I'm sorry for everything.

				 LOTTE
			    (pecking him on the cheek)
		    It's okay, Craig. It all worked out,
		    in an odd sort of way.

				 CRAIG
		    You came up here looking for the
		    portal?

				 LOTTE
		    Yeah. I was going to kill him from
		    the inside.

				 CRAIG
		    And yourself too in the process. God,
		    you're so beautiful. Why couldn't I
		    see that before?

				 LOTTE
		    You saw it once. Now you see it again.
		    That's life, isn't it? And you were
		    up here to try the same thing, weren't
		    you?

				 CRAIG
		    I suppose. But they got here first,
		    the lousy bastards. So now it's all
		    over, I guess.

				 LOTTE
		    I don't know. There's a small
		    community of us. We have a place they
		    don't know about. We're happy. We'll
		    keep trying to figure out a way. Come
		    stay with us. Join the struggle.

				 CRAIG
		    You'll have me, after all I've done
		    to you?

				 LOTTE
		    People make mistakes.

				 CRAIG
		    I'm through with puppets, Lotte.
		    I just want you to know that.

				 LOTTE
		    I know.

				 CRAIG
		    I'd like to be a farmer. I want to
		    help things grow, to encourage life.
		    Do you and your friends need a farmer?

				 LOTTE
		    Sure. We could really use a farmer.
		    We'd be grateful for the help.
			    (beat)
		    Also, I think, you know, if you
		    wouldn't mind too terribly, a little
		    puppet show every once in a while,
		    would do a lot to lift our spirits.
		    You know, if you wouldn't mind too
		    terribly.

	Craig's eyes well up with tears. Lotte looks at him sweetly.

				 LOTTE (CONT'D)
		    Oh honey. It's gonna be okay.

	She puts her arm around him and leads him toward the
	elevator.

				 CRAIG
		    I love you, Lotte.

	We come on very close to Craig's arm as he lifts it to put
	it around Lotte. We see a thin almost invisible filament.
	We follow it up, and discover that Craig is now a
	marionette being controlled from above by an emotionless
	Mantini in a gray jumpsuit.

				 MANTINI
			    (in Craig's voice)
		    I can't wait to see where you and your
		    friends live, Lotte.

				 LOTTE (O.S.)
		    It's beautiful, Craig, like Eden.

	Now we see filaments attached to Mantini's arms, and w
	follow them up to find that Flemmer is controlling Mantini.

				 FLEMMER
		    One serpent, coming up.

	Flemmer throws his head back and laughs. The camera moves
	into his mouth and down his throat, which, oddly enough,
	looks exactly like the membranous John Malkovich portal
	tunnel.

	MUSIC IN: "Put Your Hand Inside The Puppet Head" by They
	Might Be Giants. It plays throughout the credits.

	FADE OUT



	THE END