DEATH TO SMOOCHY
           by

      Adam Resnick



      December 2000
       Early Draft




   FOR EDUCATIONAL
    PURPOSES ONLY

BEGIN CREDITS

EXT. KIDNET STUDIO -C - EVENING

A man in a puffy foam-rubber rhinoceros costume dancing
under the bright friendly lights of a television studio.
Another rhino and various foam-rubber animals dance
behind him to the happy MUSIC. The rhino finishes his
number and takes a bow. A bleacher full of kids bursts
into wild applause.


INT. BACKSTAGE - MOMENTS LATER

After the taping. The rhino lumbers down the hallway
toward wardrobe. He is suddenly grabbed by two large men
and dragged out through the exit into...


INT. DARK PARKING GARAGE

... where several   thugs in overcoats emerge from the
shadows and start   beating him with lead pipes. One of
the men pulls out   a GUN and SHOOTS the rhino several
times. The SHOTS    REVERBERATE through the empty garage.
FINAL CREDIT:

                                       CUT TO BLACK:

SUPERIMPOSE:    ONE YEAR EARLIER

FADE UP ON:

INT. TELEVISION STUDIO - DAY

It's the taping of another children's show -- "Rainbow
Randolph and the Krinkle Kids." RANDOLPH SMILEY, a
clean-cut man with a happy face and yellow bow tie,
dances through Rainbowland with the "Krinkle Kids"
(little people in top hats). He sings one of his
signature songs: "Friends Come In All Sizes." One of
the main Krinkle Kids -- ANGELO PIKE -- dances behind
him.

                         RANDOLPH
                 (singing)
          'Friends come in all sizes
          That's a fact! It's True!
          All colors of the rainbow
            from Mauve to Blue...
                  (MORE)

                                       (CONTINUED)

                                                      2.

CONTINUED:

                     RANDOLPH (CONT'D)
             Their names may not be different
               and their shoes may not match
             One might say 'grasp' while the
               other says 'snatch'
             Some like to toss while others
             like to caaaaatch... Beeee-
               caaaause...
             Friends come in all sizes
             Take it from me! Golly Gee! Size
               never matters when you want some
               friendly patter
             From a pal who is true and can
               lift you when you're blue
             You can count on him and he can
               count on yoooouuuu!
             It's true... that...
                    (big finish)
             Friends come in all sizes!'

                                       DISSOLVE TO:


MONTAGE - RAINBOW RANDOLPH MERCHANDISE

"Sugar Rainbows Cereal," plastic toys lined up on store
shelves, kids playing with Randolph dolls, kids eating
"Rainbow Potato Chips" and "Rainbow Candies." A "Rainbow
Burster," a kind of gun that shoots plastic rainbows.
Marquees announcing upcoming live appearances, etc. We
get the picture. Rainbow Randolph is the king of the
kid shows.


INT. DIMLY-LIT BAR - NIGHT

A suburban-looking HUSBAND and WIFE enter. They find
Rainbow Randolph sitting alone, drinking a Scotch. Hair
slicked back, sans bow tie, the friendly face no longer
looks so friendly. He nods for them to sit down. After
a nervous beat, the Husband puts a briefcase on the table
and slides it to Randolph. Randolph takes a gulp of his
Scotch. He unsnaps the briefcase and opens it. Five
grand stares him in the face.

                     HUSBAND
             So... uh... you'll make sure my
             boy dances up front, right? Where
             he'll get the most camera time?

Randolph slams the briefcase shut, startling the couple.

                     RANDOLPH
             You want your kid on the show?

                                       (CONTINUED)

                                                           3.

CONTINUED:

                     HUSBAND
             Of... of course.

                     WIFE
             Yes, very much.

                     RANDOLPH
             Then don't tell me how to run my
             fucking business.

                     HUSBAND
             No, no, we were just --

Randolph rises. He takes a final gulp of his Scotch and
picks up the briefcase.

                     RANDOLPH
             I'll call you if a spot opens up.

He starts to walk off. Suddenly, the Husband and Wife
jump up from the table holding guns.

                     HUSBAND
             Freeze, you cocksucker!

                     WIFE
             Drop the briefcase!

Federal agents storm into the bar and surround Randolph.


EXT. TIMES SQUARE - DAWN

Bundles of the morning editions are tossed onto the curb
from passing trucks.   The various headlines blare:

"RAINBOW RANDOLPH BUSTED ACCEPTING BRIBE"

"FCC PROBES KID SHOW BIZ"

"CORRUPTION IN KRINKLELAND"


INT. TELEVISION STUDIO - DAY

The Rainbow Randolph/Krinkle Kid set is being dismantled.
Backdrops are rolled up and the giant rainbow centerpiece
is wheeled off. Workers with push brooms sweep up tons
of glittery "magic Rainbow dust."

INT. NETWORK BOARDROOM - KIDNET - DAY

We are TIGHT ON the sweating face of a MAN who looks like
he's about to be executed.

                                                 CUT BACK TO:

                                                      4.

STOKES

is standing at the end of a long conference table as the
NETWORK BRASS glares at him.

                        STOKES
             (addressing the brass)
          Gentlemen, let me be the first to
          say, in all sobriety, that I'm as
          shocked and outraged as all of --

The network CEO, a hog of a man, cuts him off.

                  CEO
          Save it for the papers, Stokes.
          We've got nervous sponsors and an
          angry public -- a combination
          uglier than two monkeys fucking.
          What are you doing about it?

                  STOKES
          Well, sir, I'm currently in the
          process of compiling a list of
          viable replacements and it's my
          hope...

                  CEO
          Clean replacements?    With
          background checks? I assure you,
          Mr. Stokes, this network cannot
          survive another Rainbow Randolph.
          The goddamn P.R. department looks
          like the Jim Jones camp.

Another EXECUTIVE chimes in.

                  EXECUTIVE #1
          Remember, Stokes, this was your
          dog that crapped on our rug.

                        EXECUTIVE #2
          We trusted you, Frank. And now
          we're in a tight spot. We have to
          post our quarterly earnings next
          month, for Christ's sake.

                   CEO
          Whoever takes that slot has to be
          a straight arrow. Clean as a
          whistle.

                  EXECUTIVE #3
          Right. Someone who'll take the
          heat off. One of those sweater
          types. Any chance of luring Fred
          Rogers away from P.B.S.?

                                     (CONTINUED)

                                                      5.

CONTINUED:

                     EXECUTIVE #4
             Yeah, if we back up the Brinks
             truck.

                           EXECUTIVE #1
             No way. The idea now is to stop
             the hemorrhaging.

                           EXECUTIVE #2
             You better fix this, Stokes. Get
             us a white bread replacement,
             fast. Bland, milk toast. Not a
             speck of controversy.

A giant hand slams on the table. All heads snap.
The CEO drags his fingers along the shiny mahogany.
Deafening sound.

                     CEO
                (calm and measured)
             Squeaky fucking clean.


INT. STOKES' OFFICE - DAY

Stokes sits behind his mahogany desk, sipping a glass of
wine as he goes over potential Randolph replacements with
NORA BISHOP, his pretty protege.

                     STOKES
             Bumble Bee Billy?

                     NORA
                (reading from a list)
             Wife beater.

                     STOKES
             Square Dance Danny?

                     NORA
             Still appealing the mail fraud
             thing.

                     STOKES
             Skippy Black and the Tippy Trolls?

                     NORA
             Black was deported, and the
             trolls... well, who gives a shit.

Nora kicks the table in frustration.

                                        (CONTINUED)

                                                          6.

CONTINUED:

                     NORA
             This is impossible. If I ever see
             that Rainbow Randolph again I'll
             strangle him. Choke the life out
             of him. Squeeze his scrawny neck
             until his eyes pop out of his
             skull and bounce off the walls...

                     STOKES
             Before indulging such cheery
             fantasies, let's just concentrate
             on saving my job. Shall we?

                     NORA
             Sorry, Frank.

Stokes flips through a thick stack of files.      He suddenly
stops at one.

                     STOKES
             What's going on with Sheldon Mopes
             these days.

Nora laughs.

                     NORA
             Oh my God. Have we sunk to that
             level already? Smoochy the Rhino?
             What a sap.

                     STOKES
             Sap's just the pill we need right
             now. Mopes is a straight arrow.
             Always has been.

                     NORA
             The guy can't get arrested, Frank.
             He can't even break into the
             birthday party circuit. Last I
             heard he was working hospitals and
             nursing homes. He's a joke.

Stokes stands up and walks around the room.

                     STOKES
             The truth of the matter is, a
             successful children's show has
             always depended on two simple
             elements: a fuzzy costume and a
             lot of hype. Strip away the foam
             rubber and the network money and
             they're all jokes. Marginal
             talents.. cabaret acts... off-
             Broadway runoff...

                                       (CONTINUED)

                                                     7.

CONTINUED:

                     NORA
             I probably have ten acts in my
             development file -- acts I've been
             cultivating -- that are more
             deserving than Sheldon Mopes.

                     STOKES
             And each one a moral question
             mark. Something I can't risk at
             the moment.

                     NORA
                (frustrated)
             We can do better than this guy,
             Frank. He brings nothing to the
             table.

                     STOKES
             Except ethics. With Mopes,
             there's never been a whiff of
             controversy. The man's an
             ethical, harmless, cornball. In
             short, a glass of milk on two
             legs.

Stokes stops pacing.

                     NORA
             Don't ask me to do it. You know
             I'll do anything for you, but
             please... not this...

Stokes gazes out the window at the city.

                     STOKES
             Go find Smoochy.


EXT. CONEY ISLAND - EARLY EVENING

The lighted Ferris wheel spins CENTER FRAME. We CRANE
DOWN and eventually LAND ON a side street with the
amusement park looming in the b.g. We're in FRONT of a
small building. The half-lit neon sign reads: CONEY
ISLAND METHADONE CENTER. We DRIFT THROUGH the double
doors THROUGH the reception area where random junkies
loiter and fill out paperwork. We CONTINUE DOWN a
narrow hallway as the faint sound of someone SINGING and
playing the GUITAR INCREASES. We finally burst THROUGH
another set of doors marked "Treatment Room." The
singing now fills our ears as we PUSH IN ON the
"performer" -- a big, puffy, orange rhinoceros. Smoochy.
Or to be more specific, SHELDON MOPES.

                                       (CONTINUED)

                                                          8.

CONTINUED:

Smoochy sits on a stool with his guitar and sings to the
patients as they stand in line before a sliding glass
window, where a nurse hands each person a little cup of
methadone which they immediately drink.

The Smoochy costume is a mass of misshapen orange foam
rubber that exposes Sheldon's painted face in the front.
A multi-colored horn protrudes from his forehead.

                     SMOOCHY (SHELDON)
                (singing to the tune
                 of 'She'll be Comin'
                 round the Mountain')
             'We'll get that monkey off your
               back,
             Yes we will, yes we will
             We'll get that monkey off your
               back,
             Yes we will...'

             'We'll get that monkey off your
               back
             And get your life right back on
               track
             If you'll just give up the smack
             Yes you will, yes you will!!'

The song ends.       A few baffled junkies applaud.

                     SMOOCHY
             Thanks, fellas. I'm rooting for
             you!

We PAN AWAY FROM Sheldon TO the exit.      Standing there in
her coat, looking mortified, is Nora.


INT. RECEPTION AREA - SHORT WHILE LATER

Nora sits in the reception area. Sheldon emerges in his
street clothes. He carries Smoochy's body on a hanger
over his shoulder and carries a large shopping bag which
holds Smoochy's head.

                     NORA
             Mr. Mopes?

Sheldon stops.

                       SHELDON
             Yeah?

                                          (CONTINUED)

                                                         9.

CONTINUED:

                     NORA
             I, uh, saw your performance
             tonight. Very...
                (searching)
             ... spirited.

                      SHELDON
             Really? Thanks. I would've done
             a longer set if that guy hadn't
             pulled a knife on the security
             guard. Once the pepper spray
             starts flyin', that's it for the
             encores.

                     NORA
             Yes, that did put a damper on the
             evening, didn't it?

                     SHELDON
             Are you a new patient?   On the
             juice, as we say?

                     NORA
             Ah, no. But it's sweet of you to
             assume so.

She hands him her card.     He reads it.

                               SHELDON
             'Nora Bishop. V.P. of
             Development. Kidnet.'
                    (to Nora)
             Good gravy. You work for Kidnet?

                     NORA
             As stated.

Sheldon grabs her hand and shakes it.

                     SHELDON
             Well, it's a pleasure to meet you,
             Nora. A real honor. Hey, you
             hungry?


EXT. CONEY ISLAND BOARDWALK - NATHAN'S HOT DOGS - SHORT
WHILE LATER

Sheldon and Nora stand at the crowded counter at
Nathan's. Sheldon ravenously eats his sloppily-
garnished, oddly colored hot dog. Nora winces as
she watches him.

                                           (CONTINUED)

                                                         10.

CONTINUED:

                     SHELDON
                (with full mouth)
             Soy dogs... never thought I'd
             live to see the day. Organic,
             rich in natural protein, and
             nobody gets killed. Although I
             do feel bad for the beans. Just
             kidding. Sure you don't want one?

                     NORA
             Believe it or not, no.

He takes another bite.

                     SHELDON
             So anyway, like I was saying,
             people always tell me, 'You gotta
             network, Sheldon... you gotta sell
             yourself... or you'll be playing
             the drug clinics and shopping
             centers the rest of your life.'
             And you know what I tell 'em?

                     NORA
             I haven't the foggiest.

                     SHELDON
             I tell 'em, it's not about the old
             handshake and back slap game.
             It's not about adding fuel to the
             shlock machine. It's about doing
             good work. Having integrity.
             Making people happy and delivering
             a positive message. Foundations
             are built with concrete, not
             plaster of Paris!

He pulls the stained, misshapen Smoochy head from the
shopping bag.

                     SHELDON
             This is concrete!   This is
             integrity!

                     NORA
                (calmly)
             I can see that.

Sheldon realizes his voice was getting too loud.

                     SHELDON
             Sorry. As you can imagine, living
             by your convictions can be a
             little stressful at times.

                                           (CONTINUED)

                                                        11.

CONTINUED:

                     NORA
             We all have our cross to bear.

                     SHELDON
             See, I was raised by my
             grandfather, and Grandpop paved
             driveways for a living...

                     NORA
             Are we going into a story?

                     SHELDON
             Thing is, he didn't really pave
             them. Just covered them with
             black paint. Of course, once the
             first rain came along, people
             realized they'd been swindled. I
             vowed to myself back then that I'd
             never make a living through
             deception. Never. Whadda ya
             think of them apples?

Nora looks glassy-eyed.      She takes a deep breath.

                     NORA
             The reason I'm here today, Mr.
             Mopes, as fate would have it,
             Kidnet is currently looking for a
             performer with... convictions.
             And integrity. Someone like...

She almost chokes on the word.

                     NORA
             ... yourself.

Sheldon laughs.

                     SHELDON
             Yeah, right. Got any more jokes?

                     NORA
             I don't think I could top that
             one.

                     SHELDON
             Hold the phone. You're telling me
             that Kidnet is finally ready to do
             a show of Smoochy quality? Of
             Smoochy caliber?

                                          (CONTINUED)

                                                        12.

CONTINUED:

                     NORA
                (dryly)
             Yes... I believe we're ready to
             push ourselves to that level.

                     SHELDON
             I knew this day   would come!
             After all these   years I finally
             meet someone in   the business who
             gets what I do.    Who gets what I'm
             all about. You    get me, don't you,
             Nora?

                     NORA
             I'm afraid so.

                     SHELDON
             Well, Miss V.P. of Development...
             let's go make history!

                                         CUT TO:


PREP MONTAGE

KIDNET STUDIO WARDROBE ROOM. A team of designers and
seamstresses cut, sew and shape endless sheets of orange
foam rubber. Sheldon stands on a wooden box as he's
measured from head to toe. On the wall is a blueprint
labeled "Smoochy the Rhino -- REDESIGN."

A costume designer walks over with the new Smoochy head
and places it on Sheldon.

As seamstresses fit him with the new Smoochy costume,
various signs and billboards FLOAT THROUGH the FRAME,
trumpeting copy like: "IT'S ALMOST SMOOCHY TIME!"
"GET READY TO BE SMOOCHED, AMERICA!" "ONLY TWO MORE
WEEKS TILL SMOOCHY!"


KIDNET STUDIO -C.

Sets, props, and camera equipment are rolled into the
studio. Through a SERIES of DISSOLVES we see the
Smoochyland Magic Jungle take shape.


KIDNET STUDIO -C - LATER

A choreographer maps out a number for Smoochy and the
"Rhinettes." (The Rhinettes are the former Krinkle Kid
little people with horns strapped to their foreheads.)

                                         (CONTINUED)

                                                          13.

CONTINUED:

Nora and Stokes watch from the wings with a mixture of
uncertainty and disgust.

                                         DISSOLVE BACK TO:


WARDROBE ROOM

A seamstress zips up the back of the finished, redesigned
Smoochy costume. Sheldon stands proudly before the
design team. Smoochy is now television ready: smoothed
out, more colorful, less lumpy and exuding sunshiny
happiness.

                                        DISSOLVE TO:


STUDIO -C - BACKSTAGE

Smoochy is about to enter with the Rhinettes.      ANGELO, a
former Krinkle Kid, stands beside him.

                           SMOOCHY
             Angelo, you were always my favorite
             Krinkle Kid. The way you'd click
             your heels during the 'Jellybean
             Jam.' Real artistry. I'm honored
             to have you as a Rhinette.

                               ANGELO
             A job's a job.


STUDIO -C - PRACTICE TAPING

Suddenly lights up in all its multi-colored Smoochyland
glory. The bleachers are full of children.

                     ANNOUNCER (O.S.)
             Hey, kids! Who's your favorite
             rhino?

The kids in the bleachers all scream in unison.

                        KIDS
             Smoochy!

Smoochy bounds out on stage followed by the Rhinettes who
form a dancing circle around him.

                     SMOOCHY
             Hiya, kids!

                                        (CONTINUED)

                                                      14.

CONTINUED:

                     KIDS
             Hi, Smoochy!

                     SMOOCHY
             It's gonna be a fantabulous day in
             Smoochyland!!

The kids cheer as Smoochy and the Rhinettes featuring Angelo
Pike, go into their "It's a Fantabulous Day in Smoochyland"
number -- a catchy, bouncy song and dance routine that plays out
in the sugar-coated jungle of Smoochyland.

                     SMOOCHY
                (singing)
             'Ohhhh... it's a fantabulous day
             in Smoochy-land/Let's have a great
             big cheer for the Smoochy-land
             band/We'll dance with our jungle
             pals, won't that be grand/Oh, it's
             a fantabulous day in Smoochy-
             land!'

Smoochy dances right UP TO the CAMERA, FILLING the FRAME
with his friendly, puffy face.

END of prep MONTAGE.


EXT. DOCK BY RIVER - NIGHT (POURING RAIN)

A disheveled Randolph paces on a deserted dock. The
Brooklyn Bridge looms in the b.g. A car pulls up in the
b.g. Stokes gets out. Randolph moves under an awning.

                     RANDOLPH
             I was starting to think that maybe
             you weren't coming.

                     STOKES
             I agreed to meet you, didn't I?    I
             had a dinner engagement.

Randolph takes a swig from a flask.

                     RANDOLPH
             Really? You know, I used to have
             dinner engagements. Sometimes
             four, five a night. Dinner...
             drinks... I was the toast of the
             fucking town.

                     STOKES
             Don't start, Randolph.   Please.

                                        (CONTINUED)

                                                     15.

CONTINUED:

                     RANDOLPH
                (voice rising)
             Cars, boats, whores and horses, I
             had 'em all. When I walked into a
             restaurant, ten guys reached for
             my hat. When I stood up to take a
             piss, they cleared the rest room.
             I'd walk down the street and
             traffic stopped, mouths gaped.
             You know why? You know why,
             Frank?
                (now shouting)
             I was Rainbow fucking Randolph!
             That's why!

                     STOKES
             Are you through?

                     RANDOLPH
             What? You're in a hurry? You
             don't have time for me? The guy
             who earned for you? The guy who
             put those fucking suits on your
             back and the pheasant au vin in
             your Brooklyn mouth?

                     STOKES
             I think it's fair to say we helped
             each other.

Randolph suddenly breaks down.

                     RANDOLPH
                (pleading)
             You gotta fix it, Frank. You
             gotta get me my slot back.

He now clings to Stokes' lapels.

                     RANDOLPH
             How can I sit around while that
             rhinoceros... that horned
             carpetbagger gets a free ride on
             my dime? You and I have history,
             Frank! Please!

Stokes pries Randolph's hands from his overcoat.

                     STOKES
             There's nothing I can do for you.
             Nothing. You're a pariah. I
             can't even be seen with you.

                                       (CONTINUED)

                                                        16.

CONTINUED:

                     RANDOLPH
             Don't do this to me, Frank. I'm in
             deep, deep shit. They kicked me out
             of the corporate penthouse... I got
             bookies breathing down my neck.
             I'm homeless! Don't you hear what
             I'm saying? I'm not gonna make it!
             The clock's ticking! Put yourself
             in my shoes, for Christ's sake!

                     STOKES
             The ugly truth is, your shoes have
             become my shoes. As long as the
             rhino's on the air, everything's
             by the book. No skim, no
             percentage. Nothing. The network
             wanted squeaky clean and they got
             it. And believe me, Mopes is
             sparkling.

He looks Randolph squarely in the eye.

                     STOKES
             You're totally broke? You don't
             have a dime left to your name?

                           RANDOLPH
             Yes! Exactly! That's what I'm
             trying to tell you!

Randolph looks at him hopefully as Stokes straightens his
tie.

                     STOKE
             Don't contact me again, Randy.
             Ever.

Stokes walks off.    Randolph watches him disappear through
the mist.

                           RANDOLPH
             You'll get yours, Frank! The rhino
             too! Do you hear me?! The wheels
             are turning!

Stokes is gone. Randolph takes a swig from his flask and
wipes his chin with his sleeve. He stares out at the
river.

                     RANDOLPH
                    (quietly to
                     himself)
             Sooner or later, even a guy who's
             squeaky clean falls into mud.

THUNDER CLAP.

                                                         17.

EXT. DOCK - HIGH OVERHEAD SHOT

of the docks as Randolph stands alone before the river.

                                      FADE OUT.


FADE IN:

INT. NORA BISHOP'S OFFICE - CLOSE ON LITTLE MECHANICAL
SMOOCHY THE RHINO - DAY

as it erratically limps forward before DROPPING OUT OF
FRAME.


WIDER

The wind-up Smoochy lays upside-down on the carpet next
to Nora's desk, legs grinding lamely in the air. Various
Smoochy items are spread out on her desk top. A
restless-looking Sheldon and a few members of Nora's
staff are in on the meeting.

                   NORA
           Again, these are just prototypes.
           I've been assured by FunZone that
           all the bugs will be worked out
           before Christmas.

Sheldon raises his hand.   Nora ignores him and looks at
her watch.

                   NORA
           Okay, so let's recap before we
           break up...
              (refers to notes)
           Yes to the Smoochy ice pops. No to
           the Smoochy string cheese. And
           we're in a dick-measuring contest
           with Brown & Brown over the
           shampoo split.

Sheldon suddenly stands up.

                   SHELDON
           Okay, time out, people! If I may
           interject, I think we're putting
           the cart before the horse here...

Nora throws him an icy look.

                                      (CONTINUED)

                                                         18.

CONTINUED:

                     SHELDON
             Smoochy's still earning the trust
             of the kids. We don't want to
             compromise that by asking them to
             buy shampoo and cheese. How 'bout we
             just concentrate on doing the best
             show possible. Huh? Without all
             the bells and whistles and
             rickata-rackita. What do you say,
             guys?

Nora casually picks up a Smoochy Frisbee from her desk
and sails it toward the open door. It lands in the
hallway.

                     NORA
                (monotone)
             Oh, damn.

                     SHELDON
             No problem, I'll get it.

He walks out to the hallway.

                     NORA
                (to staffer)
             Shut the door please, John.

John shuts the door.

                     NORA
             Now lock it.

He locks it.

                     NORA
             Thank you.


EXT. KIDNET BUILDING - NIGHT

Nora emerges from the revolving door of the Kidnet
building which is located in the heart of Times Square
and heads down Broadway. Sheldon emerges from the
building.

                     SHELDON
             Hey, Nora, wait up.

She keeps walking. Sheldon catches up and walks
alongside her, occasionally getting jostled by passersby.

                                        (CONTINUED)

                                                        19.

CONTINUED:

                     SHELDON
             Good meeting today. I thought we
             tackled some hot issues.
             Although, I'll be honest, there
             were a few times that I felt my
             voice wasn't being heard.

                     NORA
             I think that's a conservative
             estimate.

                     SHELDON
             I just want the show to have some
             weight, you know? Some substance.
             Silly songs, sure -- but with a
             message. Pop quiz: How many
             original compositions are in the
             Smoochy songbook?

                     NORA
             Do you sense my complete lack of
             interest?

                     SHELDON
             Try two thousand. Covering every
             topic from how yummy vegetables
             are to the importance of donating
             plasma. Don't you get it, Nora?
             I'm a valuable resource. Use me.

Nora stops.    She looks Sheldon in the eye for the first
time.

                     NORA
             Can I make this real easy for you?

                     SHELDON
             Sure.

                     NORA
             The only reason you're on TV right
             now is because Rainbow Randolph is
             a degenerate scumbag. I didn't
             discover you, I delivered you.
             Like a bag of groceries. I have a
             bigger emotional investment in my
             nail polish. So don't peddle your
             sap to me, rhino. Your job is
             just to smile and nod your head.

She walks off.

                                                        20.

INT. PATSY'S - NIGHT

Sheldon sits at the bar in the restaurant, nursing a
drink and talking to the BARTENDER. He seems slightly
drunk.

                  SHELDON
          ... No, no, you misunderstand me.
          It's not that I'm literally
          comparing Captain Kangaroo to
          Jesus Christ. I'm just saying
          that the Captain, like Christ, was
          someone you could believe in.
          Those guys didn't care about bells
          and whistles and rickita-rackata.
          It was all about the work.
          Especially Jesus. Forget about
          it.

The Bartender nods and starts to pour Sheldon another
drink.

                  SHELDON
             (waving him off)
          That's okay, my good man.    Three's
          my limit.

                  BARTENDER
          I never saw anyone get loaded on
          orange juice before.

                  SHELDON
          Back in my college days I could
          put away a carton of the stuff.

A sharply-dressed man, BURKE BENNETT, sits down next to
Sheldon.

                  BURKE
             (to Bartender)
          Gimme a Five Crown.

The Bartender nods.    He looks over at Sheldon.

                   BURKE
          Smoochy the Rhino.    Wow.   I'm a
          big fan.

                  SHELDON
             (flattered)
          Gee, thanks. I usually don't get
          recognized without my horn.

Burke extends his hand.

                  BURKE
          Burke Bennett.    I represent kid
          show talent.

                                                   21.

INT. PATSY'S - SHORT WHILE LATER

Sheldon and Burke now sit at a corner table.

                  BURKE
          Look, Shel, Frank Strokes ain't in
          the business to make you rich.
          He's in it to make Frank Stokes
          rich. That's how these network
          goons operate.

                  SHELDON
          That's so sad. Is it just me, or
          is that sad?

                  BURKE
          You know, years ago, a client of
          mine, Dicky Gimble, was having a
          problem...

                  SHELDON
          Wow, you represented Dicky Gimble?

                  BURKE
          Yeah, before the asshole found
          religion. Anyway, Stokes was
          trying to screw my boy out of some
          merchandising points. Claimed he
          had a warehouse full of Dicky
          dolls that weren't moving. Now
          Frank and I are old friends, so I
          say to him, 'Okay, cock, show me
          the warehouse' -- see, I know the
          fucking warehouse is in the Bronx,
          and I know it's emptier than my
          wife's head.
             (chuckles)
          To make a long story short, I walk
          out with a check for a hundred
          grand and Stokes is sitting there
          with his thumb up his ass.

Burke laughs.

                  SHELDON
          That's very amusing, but I don't
          care about Smoochy dolls and
          Smoochy floor wax... I just want
          more creative input. This rhino
          came from my womb. I bore him, I
          nursed him, and dammit...

He pounds his fist on the table.

                                     (CONTINUED)

                                                        22.

CONTINUED:

                     SHELDON
             I should be the one who raises
             him!

                     BURKE
             Shel, it's all about the dough.
             After you get the money, you get
             the power. And after you get the
             power, you can have Smoochy walk
             on stage with a hard-on if you
             want.

                     SHELDON
             It's funny, that never crossed my
             mind.

Burke downs the rest of his drink and stands up.

                     BURKE
             Unfortunately, until then...
             you're just another puppet in the
             prop room.

He hands Sheldon his card.

                     BURKE
             Give me a call when you're ready,
             kid. I'll cut the strings and
             open the magic door for you.


EXT. PATSY'S - CONTINUOUS ACTION

Randolph peers through the restaurant's front window. He
shivers from the cold as he watches Sheldon and Burke
shake hands. Burke heads for the exit. Randolph quickly
ducks into the shadows. A moment later, Burke exits the
club and walks down the street. Randolph pops out.

                     RANDOLPH
             I saw you! I saw you in there...
             at my table... talking to him.

                     BURKE
             Yeah, so what do you want?    A
             parade?

                     RANDOLPH
             You're my agent! Or did you
             forget that?

                                          (CONTINUED)

                                                      23.

CONTINUED:

                     BURKE
             Not anymore, pal. You're a
             cigarette butt. Go lay in the
             gutter.

Burke walks off.


EXT. ALLEY - NIGHT

In the litter-strewn alley, we PAN ACROSS several grocery
bags, broken egg shells, flour bags, butter wrappers,
mixing bowls and other baking ingredients. The PAN ENDS
ON Randolph, who stands over a barrel fire, holding a
spatula. A cookie sheet rests on the barrel. Randolph
removes the cookie sheet and gazes at it gleefully. We
now see that the cookies are phallic-shaped.

                     RANDOLPH
             Ah! They're beautiful! A perfect
             batch of cock cookies for a very
             special rhino.

He sets the tray aside.

                     RANDOLPH
             Oh yes, you're going to learn
             about shame, my dear Smoochy.   And
             I'm your professor.

He laughs.


INT. KIDNET STUDIO - STAGE B - DAY

It's thirty minutes before a Smoochy taping. Dozens of
giddy children are led into the studio where they take
seats on the bleachers.


BACKSTAGE

Sheldon, in the Smoochy costume, sans head, lumbers up to
Nora. He holds a rundown for that day's show.

                     SHELDON
             Excuse me, Nora. Why was the
             'Please and Thank You Song' cut?

                     NORA
             Because it's sappy and it takes
             away from the 'Cookie Song.'

                                       (CONTINUED)

                                                       24.

CONTINUED:

                     SHELDON
             Takes away? It enhances it! The
             cookie song is a meaningless piece
             of fluff without the 'Please and
             Thank You' coda! That's the moral
             anchor! That's where the lesson
             is! You can't sell the sizzle
             without the steak!

                     NORA
             It's cut. And I want the 'Cookie
             Song' lyrics changed back to the
             way they were originally scripted.

                      SHELDON
             I can't do that. I will not
             condone children consuming endless
             amounts of refined sugar. I have
             to look myself in the mirror every
             morning.

                     NORA
             This is network television, not a
             sprout farm. We're here to sell
             sugar and plastic. That's what
             keeps the lights on.

                     SHELDON
             You're treating me like a puppet.
             You know that? Well, guess
             what? I am not your puppet.

                     NORA
             Since when? Now get your spongy
             orange ass out there and dance
             for the cameras.

An angry Sheldon storms off in frustration, but then
stops. He looks back at her.

                           SHELDON
             We have different eyes, Nora.
             When I go out there I see kids.
             You see wallets with pigtails.

He moves on. Nora stares at him as he walks away. He
obviously got to her. As Sheldon heads toward the
studio, he doesn't notice the two beady eyes staring
at him from under the stairwell. After a beat,
Randolph emerges and slinks backstage. He's
clutching a duffle bag.

                                                       25.

INT. PROP ROOM - CONTINUOUS ACTION

Randolph sneaks into the prop room and shuts the door.
He scurries over to the prop shelf and locates Smoochy's
multicolored "magic cookie bag." He opens it and tosses
the cookies into the trash can. Reaching into his
pockets, he pulls out his special homemade cookies. He
chuckles as he dumps them into the magic cookie bag.

                  RANDOLPH
          Bon soir, la Smoochy.   Welcome to
          fatty Arbuckle-land.

He cackles to himself. He then notices a box in the
corner of the room. Scribbled in magic marker on the
side are the words: "Rainbow Randolph crap." He walks
over and pulls the box out. He slowly opens the flaps.
Inside is his old costume. He pulls it out and clutches
it lovingly. He smells it. The ECHOEY SOUND of his
THEME SONG comes flooding back to him for a moment,
along with the sound of CHILDREN LAUGHING.

                        RANDOLPH
                 (softly to himself)
          Don't worry, little ones. Rainbow
          Randolph will return...
                 (with rising anger)
          After these messages!

He holds up Smoochy's magic cookie bag.   He then stuffs
his old costume into his duffle bag.


INT. STUDIO B - LATER

The "Smoochy Show" is in the middle of a taping. The
Smoochyland Band is playing a fast, jazzy number ("Doin'
the Jiggy Ziggy") as Smoochy, the Rhinettes, and several
kids dance frenetically. The kids in the bleachers are
in hysterics as Smoochy shakes his body spastically. The
song finally ends. The kids in the bleachers jump to
their feet, cheering and applauding.

                  SMOOCHY
          Boy, all that jiggyin' and
          ziggyin' sure makes a fella
          hungry! Now if only I had my
          super duper, super secret, super
          special...

The kids in the bleachers erupt in unison:

                  KIDS
          Magic Cookie Bag!

                                     (CONTINUED)

                                                      26.

CONTINUED:

                     SMOOCHY
             Right-o-riffic!
                (looks skyward)
             Magic Cookie Bag, I command thee!
             Come to your lord and master!

The lights dim as the Smoochyland Band plays the "2001
theme." Smoochy's Magic Cookie Bag is lowered from the
ceiling by a filament wire. The kids go crazy.

                     SMOOCHY
                (singing)
             'Lookie, lookie, lookie, here
             comes the cookies! Fresh and
             organic, no need to panic! Right
             from the soil, no tropical oils!
             Sweetened with juice, for an
             energy boost! Fiber galore,
             you'll be askin' for more...'


ANGLE ON NORA

She looks pissed, but then looks over at the kids in the
bleachers. Their faces are filled with laughter. For
the first time she feels the connection Smoochy has with
them.


ANGLE ON RANDOLPH

He peers out from his hiding place backstage. His eyes
widen with delight as the Magic Cookie Bag continues its
descent.


ANGLE ON SMOOCHY

The cookie bag finally reaches Smoochy. He holds the bag
high above his head in a religious ceremonial fashion as
the Rhinettes and the kids crowd around him.

                     SMOOCHY
             Oooh... just the smell of
             unprocessed flour makes my tummy
             do somersaults!


ANGLE ON RANDOLPH

                     RANDOLPH
                (under his breath)
             Whatever that means, you fucking
             retard.

                                       (CONTINUED)

                                                        27.

CONTINUED:

SMOOCHY

His puffy orange hand reaches for the bag's clasp as the
MUSIC reaches its CRESCENDO.


RANDOLPH

He's practically shaking as he suppresses an insane
laugh.

                     RANDOLPH
             Give 'em a cookie... give 'em a
             cookie...


SMOOCHY

He reaches into the bag, and with a grand flourish, pulls
out a flaming red penis cookie. The cookie is somewhat
misshapen and not perfectly formed. Smoochy gets a big
grin.

                     SMOOCHY
             Wow! Look at this cookie, kids!
             A rocket ship!

The kids "ooh" and "ahh."


ANGLE ON RANDOLPH

He looks confused.

                           SHELDON
             What a special day with such
             special cookies!


BACK ON SMOOCHY

Smoochy pretends to "zoom" the penis cookie through the
air.

                     SHELDON
             Rrrrrrrr! Look at me, kids! I'm
             flying to the moon! I'm flying to
             Mars! I'm flying to --

Randolph, whose face is now bright red, can't take it
anymore. He runs onto the stage. He grabs the rocket
cookie from Smoochy.

                                       (CONTINUED)

                                                       28.

CONTINUED:

                     RANDOLPH
             Are you fucking blind?! It's a
             cock! Not a space ship! Cock!
             Cock!


INT. STAIRWELL - MOMENTS LATER

Three burly Kidnet security guards drag Randolph down the
stairwell. They beat the shit out of him and toss him
through the exit door.


INT. FRANK STOKES' OFFICE - TIGHT ON NEW YORK POST FRONT
PAGE - DAY

The headline reads: "Rainbow Randolph Interrupts Smoochy
Taping." The subhead reads: "Runs Onstage Shouting
Penis Related Obscenities."


WIDE

Burke sits on the couch next to Sheldon, reading the
paper. He shakes his head in disgust. Nora sits in a
chair near Stokes.

                     SHELDON
             Thank you all for coming. I just
             wanted to iron out a few wrinkles
             I feel we're having in the
             communication department. No
             finger-pointing. Lord knows when
             you start pointing fingers,
             someone gets poked in the eye.

Sheldon laughs.    Stokes and Nora sit stone-faced.

                     SHELDON
             Anyhoo, I'd like to turn the floor
             over to my new agent, Mr. Burke
             Bennett. So... heeeeeere's Burke!

Sheldon applauds.    Burke stands.

                     BURKE
             As you can imagine, my client has
             many concerns, not the least of
             which is studio security, but we
             can address that later.

He pats Sheldon's head like a dog.

                                       (CONTINUED)

                                                           29.

CONTINUED:

                     BURKE
             See this guy, Frank? Take a good
             long look, 'cause this prick saved
             your life. Without him you'd be
             sitting in Kaplan's right now,
             sucking club soda through a paper
             straw.
                (to Nora)
             And, you -- you'd be organizing
             puppet shows for the brats at
             P.S. 86. Excuse me, honey.

                     NORA
             There's no excuse for you.

                     SHELDON
             Man, I love club soda.

Sheldon laughs, trying to lighten the mood.       Burke gives
him an affectionate slap.

                     STOKES
             We've always managed to come to
             some sort of arrangement, Burke.
             Why the fireworks?

                     BURKE
             'Cause I'm holding all the
             gunpowder. I represent the man
             who created, owns, and controls
             every square inch of Smoochy the
             Rhino.

Burke pours himself a drink from Stokes' private bar.

                     BURKE
             God created Adam and what did he
             get? A fucking dud. My guy? He
             breathed life into a winner. And
             anyone who does a better job than
             God is gonna have a price.

                     SHELDON
             Burke, of course, is in no way
             comparing me to God.

                     BURKE
             Yes I am.

                                          (CONTINUED)

                                                        30.

CONTINUED:

                     NORA
             You seem to forget that we went
             out and found 'your guy.' Dug up
             his corpse. Handed him his own
             show when he couldn't sell his
             face to a photo booth.

                     SHELDON
             To be fair, Nora, I was booked to
             open a car wash in Montauk.

                     BURKE
             Oh, so you were doing him a favor?
                (chuckles)
             Allow me to untangle this web of
             shit! I don't care what his
             resume was, I don't care where you
             found him, I don't care if his
             last job was juggling apples for a
             hut full of Pygmies on the
             outskirts of the Congo... the fact
             is, he fits a bill and you need
             him. Like a hungry baby needs a
             big tit. And that, my friends, is
             why you're in a box with no
             ventilation. And that is why the
             rhino is going to get what
             he deserves.

                     STOKES
             What is that, exactly?

Burke walks over to Stokes' desk and leans across it.
He's an inch from Stokes' face.

                      BURKE
             Heaven, hell, and everything in
             between.


INT. SPINNER DUNN'S RESTAURANT - CLOSE ON CHAMPAGNE
CORK - EVENING

being popped as foamy champagne runs down the bottle.


WIDE

Sheldon and Burke sit at a table in the nightclub.    Burke
raises his glass.

                                       (CONTINUED)

                                                       31.

CONTINUED:

                     BURKE
             To the star and new executive
             producer of the Smoochy show! May
             your reign be a long and healthy
             one!

They clink glasses.

                     SHELDON
             I'm still in shock. Complete
             creative control, part ownership
             of the show, discretion over
             merchandising and a dressing room
             with a toilet! Am I dreaming or
             what?

                     BURKE
             And don't forget the corporate
             penthouse. It took me six years
             to get that for Randolph.

                     SHELDON
             Boy, imagine... me, living in a
             penthouse. Who'd a thunk it.

                     BURKE
             It's called the high life, kid.
             Get used to it. Pretty soon
             you'll be burnin' one hundred
             dollar bills just to see
             Franklin break a sweat.

                     SHELDON
             Jeez, I hope not. I have a deep
             respect for money. Not to mention
             Ben Franklin who had some
             remarkable achievements in his
             lifetime.

Burke pulls out a paper bag and hands it to Sheldon.

                     SHELDON
             What's this?

                     BURKE
             That's your graduation present.
             Something you're gonna need now.

Sheldon reaches in the bag and pulls out a revolver. He
recoils in horror and immediately drops it back in the
bag.

                                       (CONTINUED)

                                                         32.

CONTINUED:

                     BURKE
             Think of it as a tool of the
             trade.

                     SHELDON
             I've never owned a gun, I've never
             touched a gun, and I don't believe
             in guns. When I played cowboys
             and Indians as a kid, I was always
             the Chinese railroad worker.

                     BURKE
             Trust me, Shel. It's a handy
             accessory in this business. Even
             if you don't load it, have it for
             show. Sometimes that's all you
             need. Especially with a creep
             like Randolph lurking around.

Burke and Sheldon look up and notice the hulking,
grinning figure of SPINNER DUNN standing over them.
Spinner has the smile of a little boy despite his
crooked nose and scarred face. He extends his hand.

                      SPINNER
             Hiya, Smoochy! I'm Spinner!
             Spinner!

                     SHELDON
             Hi there.

                      SPINNER
             I'm so excited to meet you!    I'm
             Spinner!

Spinner's massive hand engulfs Sheldon's.

                            SHELDON
                    (remembers)
             Oh... right. I saw you fight on
             TV once. I think it was your
             farewell bout.

                                       SWISH PAN TO:


FLASHBACK - INT. BOXING RING(S) - SOMETIME IN THE PAST

Through a SERIES OF CUTS we see Spinner getting pummeled
in various fights.

                                       (CONTINUED)

                                                             33.

CONTINUED:

                           RINGSIDE COMMENTATOR #1
             Tonight marks Spinner Dunn's final
             appearance in the ring. What a
             pleasure it's been to watch him
             proudly march into the record books
             for taking more blows to the head
             than any fighter in history.

A bloodied, defeated Spinner happily holds up the arm of
his opponent after a match. He then hugs the referee.
He jumps down from the ring and hugs the three judges.

                           RINGSIDE COMMENTATOR #2
             Scrambled a bit? Sure. You don't
             retire with a record of 81-59 and
             wind up the Governor. But on the
             upside, he's got the disposition
             of a collie.

Spinner wades into the stands and starts hugging the
spectators.

                                          SWISH PAN TO:


INT. SPINNER DUNN'S RESTAURANT (PRESENT)

Spinner is still pumping Sheldon's hand.

                     SPINNER
             You know what I love, Smoochy? I
             love when you do the Jiggy Ziggy
             dance! You know, the one you do
             during 'Silly Time?'

                        SHELDON
             You bet.     That's a big one.

                     SPINNER
             Wanna see me do it?

                     SHELDON
             Well, I don't know why if there's
             enough room here to...

Spinner starts Jiggying and Ziggying for Sheldon. He
bangs into a table and knocks over someone's drink.

                     BURKE
             Okay, champ, don't get overheated.

Spinner stops, out of breath.       He leans over and hugs
Sheldon.

                                          (CONTINUED)

                                                        34.

CONTINUED:

                     SPINNER
             I love you.

                     SHELDON
             I... uh... love you, too, Spinner.

A powerful-looking woman, TOMMY COTTER, calls to Spinner
from the bar.

                      TOMMY
             Spinner, come over and meet the
             Senator!

Spinner dutifully hurries over to Tommy.

                     SHELDON
             He seems pretty popular. It must
             take real talent to run a place
             like this.

                     BURKE
             Spinner? The guy couldn't run a
             water faucet. He's just a mascot.
             It's his cousins, a bunch of Irish
             mob boys, who really run the
             joint.


ANGLE ON SPINNER

He shakes the Senator's hand as Tommy and a few other
tough Irish guys stand around. Spinner looks over
towards Sheldon.

                     SPINNER
                (loudly)
             Don't go anywhere, Smoochy! I'll
             be right back after I take a dump!

Spinner releases the Senator's hand and rushes off.

                     BURKE
             I think you made a new friend,
             kid.

                                                        35.

INT. ANGELO PIKE'S RUNDOWN APARTMENT
(LOWER EAST SIDE) - NIGHT

We met him backstage with Smoochy... innocent face...

Angelo stirs a pot of soup in the worn-down but tidy
apartment. A "Rhinette" costume is draped over one of
the chairs. There is a sudden LOUD POUNDING on the door.
Angelo puts the spoon down and reaches behind some spices
on the shelf above. He pulls out a revolver. The
POUNDING continues.

                  ANGELO
          Yeah, who is it?

                  RANDOLPH (O.S.)
             (friendly)
          Open up, buddy! It's me,
          Randolph! It's been a long time!

Angelo puts the gun in his waistband and walks to the
door. He slowly slides the chain off and opens the door
a crack. Peering in at him are the bloodshot eyes of
Rainbow Randolph.

                   ANGELO
          Randy?

Randolph suddenly kicks the door open and tackles Angelo.
Randolph sits on top of the little man.

                  RANDOLPH
          You fucking traitor! My body's
          barely cold and already you work
          for the rhino?

                  ANGELO
          I don't know what you're talking
          about.

                  RANDOLPH
          Don't lie to me! I heard all about
          it! You strapped that horn on
          faster than a cheerleader gets the
          clap!

                  ANGELO
          I gotta eat, don't I?

                  RANDOLPH
          You're a Krinkle Kid!   Not a
          Smooch-bag! Say it!

                  ANGELO
          Rhinette!

                                       (CONTINUED)

                                                       36.

CONTINUED:

                     RANDOLPH
             Say it: I am a Krinkle Kid! Say
             it, before God! On the soul of
             Jesus Christ! Say what you are!

Angelo punches Randolph in the mouth and flips him over.
He now sits on Randolph, pointing the revolver to his face.

                     ANGELO
             I'm a Rhinette. Got that? The
             Krinkle Kids are ten feet under.
             With you.

Randolph starts crying like a child.

                     RANDOLPH
                (blubbering)
             I missed you so much. Can I stay
             here? I got no place to go.

Angelo sighs and puts the gun away.


INT. ANGELO'S APARTMENT - SHORT WHILE LATER

Angelo and Randolph sit at the small kitchen table.
Angelo watches as Randolph ravenously eats a bowl of
soup.

                     RANDOLPH
             ... They kicked me out of the
             corporate penthouse. Big
             surprise. Sons-a-bitches. That's
             how I got this beauty.

He points to a nasty bump near his eye.

                     RANDOLPH
             And of course, there's this...

He yanks his lip back to reveal a missing tooth.

                     RANDOLPH
             That happened after my little
             visit to the studio the other day.
             Network security. Fucking savages.

He slurps another spoonful of soup and spits a bay leaf
on the floor.

                                       (CONTINUED)

                                                         37.

CONTINUED:

                     RANDOLPH
             I got liens, back taxes, lawyer's
             bills, threats against my life...
             I basically got the whole fucking
             world up my ass. It's okay, I got
             a loooong memory, son.
                (Amos and Andy dialect)
             What dey sow, dey gonna reap.

He cackles insanely as he picks up a bottle of gin and
takes a deep swig. He passes out and falls off the
chair. Angelo leans down and lifts his head off the
floor.

                     ANGELO
             Stop doing this to yourself!

Randolph doesn't respond.    Angelo slaps his face.

                     ANGELO
             Wise up! You hear me? Don't piss
             your life away like this.

                     RANDOLPH
                (half-conscious)
             It's the rhino, Angie. He's been
             sent by the devil. Sent from hell
             to destroy me. Smoochy... is the
             face of evil.


EXT. BROADWAY (TIMES SQUARE) - MORNING

We are ON the smiling goofy face of Sheldon, whose
picture graces the front page of Variety under the
headline, "MOPES TO EXECUTIVE PRODUCE SMOOCHY SHOW." The
subhead reads, "TENURE TO BEGIN TODAY." A dollar bill is
slapped down over the picture.

We WIDEN OUT to see Sheldon buying the magazine at the
newsstand in front of the Kidnet Building. He turns and
walks toward the Kidnet entrance. He stops and looks up
at the building. Smiling, he takes a deep breath and
enters.


INT. KIDNET HALLWAY - FEW MOMENTS LATER

Sheldon whistles as he walks down the hall, giving
cheerful "hellos" and "good mornings" along the way.   He
enters Nora's office.

                                                        38.

INT. NORA'S OFFICE - CONTINUOUS ACTION

Nora is on the phone. She pretends not to notice him.
Sheldon bides his time by inspecting knickknacks,
examining photos on the wall, etc. Finally, he half-
whispers/half-mouths to her:

                  SHELDON
          Whenever you get a chance... I
          just need a second.

                  NORA
             (into the phone)
          Listen, can I call you back?
          Yeah, some asshole's screaming in
          my ear. Thanks.

She hangs up.

                  SHELDON
          I'm sorry, you didn't have to hang
          up.

                  NORA
          If I didn't you'd still be here.

                  SHELDON
          But I am still here.

                  NORA
          I'm hoping to correct that.

                  SHELDON
          Nora, I want us to start off on
          the right foot. I want you to
          know that I value your input and I
          don't want you to feel intimidated
          just because the power structure
          has changed a bit. I consider you
          a partner.

                  NORA
          Great. That'll come in handy if
          we're ever at a square dance.

                  SHELDON
          Well, I was never much of the
          do- se-do type, but what I would
          love to do is take you out to lunch
          one day. You know, just two
          colleagues chewing the fat...
          forming a mutual respect...
          planting the seeds of
          cooperation...

                                     (CONTINUED)

                                                         39.

CONTINUED:

                        NORA
             No.

                     SHELDON
             Fair enough. If you change your
             mind --

                        NORA
             I won't.

Sheldon just nods and starts to exit.

                     SHELDON
             Okay then, I'll be in my office if
             you need me. If you want to
             brainstorm about anything. Ideas
             and so forth.

He passes a plant by the door.

                        SHELDON
             Ficus?

She ignores him.      He exits.


INT. HALLWAY - CONTINUOUS ACTION

Sheldon walks slowly down the hallway.     He no longer has
a bounce in his step.


INT. SHELDON'S NEW OFFICE - MOMENT LATER

Sheldon enters his plush new office, awkwardly walks over
to his new desk and sits behind it for the first time.

                               SHELDON
             Wow...

                           TOMMY (O.S.)
             My cousin Spinner's take quite a
             shine to you.


Sheldon jumps. He's surprised to Tommy from Spinner
Dunn's restaurant. Tommy's crew, ROY, DANNY, JIMMY and
SAMMY occupy the sofa.

                     TOMMY
             Ever since you came in the
             restaurant. He can't stop yakkin'.

                                         (CONTINUED)

                                                        40.

CONTINUED:

                     SHELDON
             Well, he's a very nice man. Very
             sweet disposition for someone that
             size.

                     TOMMY
             So, I was wondering if maybe you
             could give him a little floor
             space.

                     SHELDON
             I'm sorry?

                     TOMMY
             You know, a little part on the
             show. You're the executive
             producer now. You call the shots,
             right?

                     SHELDON
             Uh, that's a very sweet offer, and
             I love Spinner, but TV is a
             complicated medium and... I mean,
             that would be like me getting into
             the ring with a prizefighter.
                (laughs)
             Can you imagine such a thing?
             Boom. K.O.! What's the alphabet,
             Mommy?

Sheldon laughs again.       Tommy gets quiet.

                     TOMMY
             This makes me sad.    Very, very,
             sad.

                     DANNY
             What's wrong, Tommy?

                        TOMMY
             Nothing.     I'm just very sad right
             now.

                     SAMMY
             Who made you sad, Tommy?

                     TOMMY
             I don't want to mention names.

The guys look menacingly at Sheldon. They rise and walk
around his desk until they're on either side of him.

                                          (CONTINUED)

                                                           41.

CONTINUED:

                     SHELDON
             You know what? Maybe I can find
             Spinner a little something to do
             on the show. That's probably the
             best solution.

Tommy now smiles and walks over to Sheldon.       She musses
Sheldon's hair.

                     TOMMY
             You're a good boy, Mopes. Don't
             think we don't remember favors.

                                       SWISH PAN TO:


INT. SHELDON'S OFFICE - SHORT WHILE LATER

Sheldon is in a meeting with a man, SONNY GORDON.

                     SHELDON
             Look, I appreciate the visit, but
             I'm just putting together a little
             petting zoo segment. Nothing
             fancy -- a few kittens... maybe a
             duck...


ANGLE ON SONNY

SUPERIMPOSE:    SONNY GORDON, PRESIDENT, ANIMAL WRANGLERS'
                LOCAL 358

                     SONNY
             If you're looking to bring in that
             many pieces I gotta put a crew
             together. Plus, we're lookin' at
             transpo, a few leash handlers, a
             cleanup boy and a doper to keep
             the inventory quiet.

                     SHELDON
             Jeez, this all sounds awfully
             elaborate. I might have to forgo
             the union and just borrow a few
             animals from a pet shop.

                     SONNY
             I wouldn't recommend it. Miss
             Carol from Romper Room tried that
             once and she's still limping.

SWISH PAN TO --

                                                         42.

INT. SHELDON'S OFFICE - SHORT TIME LATER

A frazzled-looking Sheldon is meeting with BEN FRANKS.

                  BEN
          On behalf of FunZone Toys, I'd
          like to congratulate you on your
          recent promotion, and present you
          with a small gift.

SUPERIMPOSE:   BEN FRANKS, V.P., FUNZONE TOYS

Ben reaches into his breast pocket and drops a large wad
of money on Sheldon's desk that lands with a thud.

                  SHELDON
          Uh... that's nice of you, Ben, but
          a card would have been fine.

                  BEN
          FunZone Toys would very much like
          the Smoochy contract, Mr. Mopes.

                  SHELDON
          Is this... I mean... are you
          offering me a bribe or something?

                  BEN
          FunZone Toys would very much like
          the Smoochy contract, Mr. Mopes.

Sheldon picks up the money and tosses it back to Ben.
Sheldon rises from his desk.

                  SHELDON
          Normally, sir, we take the trash
          out at the end of the day, but I
          think I'll make an exception in
          your case.

Sheldon escorts Ben out the door and slams it shut.   The
PHONE RINGS. Sheldon walks over and picks it up.

                   SHELDON
          Yes?

                  ASSISTANT (V.O.)
          A Mr. Feedlepepper on line two.

                   SHELDON
          Who?

                  ASSISTANT (V.O.)
          He says he's an old friend.

Sheldon punches line two.

                                      (CONTINUED)

                                                           43.

CONTINUED:

                      SHELDON
             Hello?

INTERCUT:


INT. ANGELO'S APARTMENT - RANDOLPH

                     RANDOLPH (V.O.)
             You better grow eyes on the back
             of your fucking head, you horned
             piece of shit! I won't sleep
             until the worms are crawlin' up
             your foam rubber ass! I'm going
             on safari, motherfucker... safari!

Sheldon hangs up stunned.       Nora walks in holding the daily
news.

                           NORA
             Congratulations on your little ice
             show.

                           SHELDON
             What are you talking about?

                           NORA
             It didn't take you long to sell out,
             did it?

She tosses the paper on his desk.

                           NORA
             What happened to your precious
             integrity? Or was that just part
             of your dog and pony act.

She exits.    A confused Sheldon looks at the "Around Town"
column.


INSERT - HEADLINE

"GARDEN TO HOST SMOOCHY ON ICE."      The subhead reads:

"HUGE GATE EXPECTED -- VENDORS SALIVATE AT SMELL OF BIG
BUCKS."

                                                 CUT TO:

                                                       44.

INT. SPINNER DUNN'S - EVENING

We are TIGHT ON the feet of an Irish dancer doing a sort
of Riverdance. We WIDEN OUT and the rest of the dancers
come INTO FRAME. Spinner and the mob ar clapping and
whooping.

Sheldon and Burke sit at a table in the dark club having
a conversation.

                        SHELDON
          Burke, I never agreed to do an ice
          show.

                        BURKE
          Shel, do you know what kind of
          cash we'll take in between the
          gate and concessions? A venture
          like this gets you money and
          muscle. Times twenty.

                        SHELDON
          Ice shows represent everything I'm
          against. They're mindless
          spectacles whose main purpose is
          to sell overpriced sugar-water and
          cheap plastic toys that splinter
          in a kid's mouth on the ride home.

                        BURKE
          Look, I know you got this fetish
          for ethics, but now's not the time
          to fly that kite. No one's ever
          refused a shot at an ice show.

Sheldon tears the contract in half.

                        SHELDON
          Until now. Smoochy doesn't sell
          out, Burke. You should be proud
          of that. Proud that you represent
          a client who paves driveways, not
          paints them over.

                        BURKE
          I'm thrilled, Shel. Knocked out.

Burke just sits there, stunned.   A waitress, SANDY,
passes by the booth.

                        SHELDON
          I'll have a pineapple juice,
          Sandy.

                                      (CONTINUED)

                                                       45.

CONTINUED:

                           SANDY
             Pineapple? What happened to
             orange juice?

                           SHELDON
             I'm feeling feisty tonight.


INT. TELEVISION STUDIO - DAY

We are now on a drum solo. Ernie the Elephant of the
Smoochyland Band works it. The animal band plays a
sloppy version of "Pop Goes the Weasel." End on Spinner
Dunn -- the newest and by far largest member of the band.
Spinner holds s cowbell and seems to be concentrating
intently on the proper moment to hit it. Unfortunately,
his rhythm is off, which throws the rest of the band off
as well.

We WIDEN OUT to see Smoochy and the Rhinettes attempting
to dance to the off-kilter rhythm. The song finally
ends. The Rhinettes glare at Spinner. Smoochy addresses
the camera.

                           SMOOCHY
             Boy, wasn't that fun? In an
             awkward kind of way? Anyhoo, how
             'bout a big round of applause for
             the newest member of the
             Smoochyland Band... former
             heavyweight contender, Spinner
             Dunn!

Spinner stands up to take a bow and almost knocks the
entire bandstand over. There is a smattering of confused
applause from the kids in the bleachers. Spinner drops
the cowbell and it clangs on the studio floor.

                              SPINNER
             Shit.   Sorry.


INT. BACKSTAGE - AFTER SHOW

A beaming Spinner runs up to Sheldon, who's still in
costume.

                           SPINNER
             Did I do good, Sheldon, huh?   Did I
             do good?

                                        (CONTINUED)

                                                            46.

CONTINUED:

                           SHELDON
             Yeah, that was great, Spinner.
             Just watch your elbow next time.
             Pinky's probably gonna lose that
             tooth.

                            SPINNER
             Okey doke.   I'm gonna go get drunk
             now.

Spinner skips off humming "Pop Goes the Weasel" and
banging his cowbell. Nora passes Sheldon backstage.

                           NORA
             Nice job. Casting the show with
             mental patients, I like that.

                           SHELDON
                    (snapping)
             He is not a mental patient. He's
             an ex-boxer and nightclub owner
             who happens to have the sweet
             innocent brian of a five-year-old!

                           NORA
             Excuse me for not making the
             distinction.

She leaves.


EXT. BROADWAY (TIMES SQUARE) - NIGHT

Sheldon exits the Kidnet building and walks to the curb
to hail a cab. A friendly-looking man in a suit and bow
tie approaches him. This is MERV GREEN.

                     MERV
             Hi there.

                       SHELDON
             Hi.

A limo pulls up in front of them.     Merv opens the back
door.

                       MERV
             Get in.

                     SHELDON
             Thanks anyway, but I'm going
             uptown.

                                        (CONTINUED)

                                                      47.

CONTINUED:

Merv pulls his jacket back to reveal a revolver tucked in
his waistband.

                     MERV
             Humor me, rhino.


INT. LIMOUSINE - CONTINUOUS ACTION

Sheldon slides into the back seat of the limo. A big
thug in an overcoat, HENRY, is already sitting there.
Merv gets in behind him and shuts the door. Sheldon is
now wedged between the two men as the limo heads down
Broadway. Merv extends his hand.

                     MERV
             Merv Green, Sheldon. It's a
             pleasure to meet you.

                     SHELDON
             If you're hoping for an autograph,
             the gun's a bit much. The whole
             'catch more flies with honey'
             thing -- it really holds water.

Sheldon laughs nervously.

                     MERV
             Sheldon, I represent the Parade of
             Hope Foundation. Maybe you've
             heard of us.

                     SHELDON
             You raise money to build
             children's hospitals, right?

                     MERV
             We've been known to add a brick or
             two, sure.

Merv and the thug laugh.

                     MERV
             Sheldon, let me get right to the
             point -- there's talk on the
             street that you're pulling out of
             the ice show. Is that true?

                                       (CONTINUED)

                                                  48.

CONTINUED:

                      SHELDON
                     (big sigh)
             You know, I never agreed to an
             ice show, nor would I ever agree
             to do an ice show, and let me add
             that none of this is your concern,
             sir.
                (shakes his head)
             Sheesh.

                     MERV
             Listen carefully, son: Parade of
             Hope has sponsored every Kidnet
             ice show since 1964. We take a
             piece off the top and everybody
             walks away happy. So let's not
             buck history.

                     SHELDON
             Well, I appreciate the offer, but
             for the gazillionth time, I'm not
             doing an ice show, so we have
             nothing to discuss. Now, if
             you'll just pull over, I'll get
             out and we'll say our toodley-dos.
                (to driver)
             Far corner, please.

                     MERV
             Allow me to be less murky.
             Starting tomorrow, Smoochy the
             Rhino raises his baton for Parade
             of Hope. Benefits, banquets,
             fund-raisers, I want it all.
                (to driver)
             Pull over, Terry.

The car pulls to the curb.

                           MERV
             And as far as the ice show goes...
             I recommend you start shopping
             for skates.

The door pops open and Sheldon is tossed out.

                                                       49.

INT. CORPORATE PENTHOUSE - NIGHT

A troubled-looking Sheldon stands on his balcony looking
out at the city. He drinks orange juice straight from
the carton.

Sheldon is on the phone with Burke.

                  SHELDON
          This is unacceptable, Burke!    I'm
          calling the authorities.

                  BURKE (V.O.)
          Don't do it, Shel. You rat on
          Parade of Hope and you'll be lucky
          if they find your toenails. These
          guys are the roughest of all the
          charities.

                   SHELDON
          I was threatened by an
          organization that's supposed to
          help children! What kind of world
          is this?

                   BURKE (V.O.)
          The real one. My advice?
          Consider the ice show and stay
          healthy.

Burke hangs up. After a beat, Sheldon's DOORBELL RINGS.
He walks over to the door and opens it. To his surprise,
Nora is standing there.

                       NORA
          May I come in?

                  SHELDON
          Sure.

Nora enters. She seems a little wobbly.    Sheldon notices
she's holding a pint of whiskey.

                  SHELDON
          Uh... are you okay?

                  NORA
          I'm getting drunk and I'm not used
          to it.

                  SHELDON
          Oh. Well, not to make you feel
          worse, but with alcohol you're
          also consuming empty calories.

Nora looks at him for a moment.

                                      (CONTINUED)

                                                           50.

CONTINUED:

                     NORA
             It's just that... I want to
             apologize, actually. And on those
             rare occasions when I feel the
             need to apologize for something,
             it helps if I'm, you know... shit-
             faced.

                      SHELDON
             Wow.   I'm honored.

Nora trips slightly.     Sheldon takes the whiskey from her.

                     SHELDON
             Why don't we get some air?

He leads her out on the balcony.    They look out at the
city.

                     NORA
             I... I may have been a little
             harsh when we spoke the other day.
             A little out of line.

                     SHELDON
             Well, it wasn't as bad as the week
             before when you called me a pasty-
             faced, no-talent hack.

                      NORA
             Yes, that was probably insensitive
             as well.
                 (looks at him)
             I heard you're not doing the ice
             show. I find that... incredibly
             admirable. Why didn't you tell
             me?

                     SHELDON
             I guess I didn't want to spoil
             your fun. You look so content
             when you're berating me.

Nora looks down.

                     NORA
             I'm afraid I have become a bit
             hardened over the years.
             Sincerity's an easy disguise in
             this business. It's hard to know
             who's on the level.

                                          (CONTINUED)

                                                           51.

CONTINUED:

                      SHELDON
             Believe me, I'm learning that more
             and more every day.
                     (wistfully)
             'Sometimes light is really dark,
             Sometimes crows can sing like
               larks
             Sometimes Winter feels like
               Spring,
             Don't think you know everything.'

                     NORA
                (in disbelief)
             'Rickets the Hippo'?

                     SHELDON
             You remember Rickets?

                     NORA
             That was my favorite show when I
             was a kid. Rickets was the one
             face I knew I could trust.

                     SHELDON
             That's how I felt! Rickets had
             real depth. He was my inspiration
             for Smoochy.

                     NORA
             Really? He was my inspiration to
             work in children's television.

                     SHELDON
             I can't believe it. I never met
             anyone who even remembers Rickets.
             Do you remember the Klunky-Wunky
             dance?

                     NORA
             Remember it?   I did it at my first
             communion.

Sheldon starts doing the rather insane-looking Klunky-
Wunky dance. Nora does it with him. They both stop and
look at each other. Sheldon impulsively leans in and
kisses her.

                     SHELDON
             I'm sorry. That was a mistake,
             right? I didn't mean for that to
             hap--

Nora grabs his head and pulls it toward her.       They begin
kissing passionately.

                                        (CONTINUED)

                                                       52.

CONTINUED:

                     NORA
                (as they kiss)
             You're not full of shit like all
             the others, are you?

                       SHELDON
             No, no.

                     NORA
                (as they kiss)
             You're for real, right?

                     SHELDON
             Yes, yes.

                     NORA
                (through the kisses)
             I mean, I couldn't tell... First I
             thought it was an act... and then
             I just thought you were a simp or
             something...

                     SHELDON
             Shhh... you don't have to
             explain...

They continue to kiss.      Nora abruptly stops.

                     NORA
             I should go.

                       SHELDON
             Why?

Nora exits the balcony and collects her coat and purse.

                     SHELDON
             What's wrong? Is it the whiskey?
             If you have to throw up, be my
             guest. Anywhere you like.

                     NORA
             It's just getting late.

Sheldon follows her to the door. She stops and looks at
him for a moment. The PHONE starts to RING. Neither of
them says anything for a beat.

                     NORA
             Better get that.    Good night.

She exits. Sheldon shuts the door and sighs. He goes to
the bar to pour himself another orange juice before
picking up the phone.

                                         (CONTINUED)

                                                      53.

CONTINUED:

                      SHELDON
             Hello?


ANGELO'S APARTMENT

We GO TO a HORIZONTAL SPLIT-SCREEN. Randolph is on the
BOTTOM HALF. He lies on his bed in Angelo's apartment
wearing a bathrobe with a towel wrapped around his head.
His head dangles off the bed as he talks on the phone.
The SHOT is reminiscent of Bye Bye Birdie.

                     RANDOLPH
             Hello, Mr. Mopes? My name is
             Benjamin Kunklepeck and I'm
             calling on behalf of 'Parents for
             Decency in Children's Television,'
             perhaps you've heard of us?

                     SHELDON
             No, but I like where you're coming
             from. It's an issue very close to
             my heart. Why just yesterday I
             was commenting --

                     RANDOLPH
             Sir, we're having a banquet
             tomorrow and we'd be honored to
             have you perform for us. We would
             also like to present you with a
             plaque for your ongoing commitment
             to children's television. The
             presenter will be a young orphan
             with mild asthma. Can you attend?


EXT. VERRAZANO NARROWS BRIDGE - NEXT MORNING

A black Lincoln Town Car travels across the bridge toward
Staten Island.


                    SHELDON (V.O.)
             Thanks for picking me up, Mr.
             Kunklepeck. It's very nice of
             you.


INT. TOWN CAR - CONTINUOUS ACTION

Sheldon is in the back seat. The Smoochy costume is next
to him. Behind the wheel is Randolph. He's in disguise.

                                       (CONTINUED)

                                                     54.

CONTINUED:

                     RANDOLPH
             Don't be silly. The chance to
             have Smoochy the Rhino perform at
             our little soiree? I'd carry you
             piggy-back through a bed of hot
             rusty glass if I had to.

                     SHELDON
             Well, it's always a pleasure to
             help out a worthy cause. And
             believe me, I've learned lately
             that it's not all sunshine and
             daffodils in the land of non-
             profit.

                     RANDOLPH
             I just looove your show, by the
             way. It's such a refreshing
             change of pace from that dreadful
             embezzler... what's his name
             again? Rainbow something or
             other?

                     SHELDON
             Randolph.

                     RANDOLPH
             Yes. Rainbow Randolph. What a
             scoundrel! He's probably gay too.

                     SHELDON
             Oh, I don't know. I feel sorry
             for him, actually. He obviously
             has problems or issues that he
             needs to sort out.

                     RANDOLPH
                (getting frustrated)
             Yeah, yeah, yeah, but don't you
             take particular glee in that you
             basically stole his time slot?
             Helped shovel dirt onto his
             miserable corpse, as it were?

                     SHELDON
             No, I would never take pleasure in
             someone's downfall. You know the
             old expression about walking a
             mile in another man's shoes?
             Well, that really holds water.
             Just try to imagine --

                                       (CONTINUED)

                                                          55.

CONTINUED:

                     RANDOLPH
                (snapping)
             Come on, he's a fucking asshole!
             You hate him! Admit it!

                     SHELDON
                (uncomfortable)
             Uh... can we listen to the radio?


EXT. WAREHOUSE - SHORT WHILE LATER

The Town Car is parked behind an old warehouse in the
middle of nowhere. Sheldon is now in costume. Randolph
rushes out of the door, very excited.

                     RANDOLPH
             Okay, they're ready for you!

                     SHELDON
             I gotta say, this is a first -- I
             never performed in a tractor parts
             warehouse before.

                     RANDOLPH
             Well, we like to do these things
             no-frills. It's all about the
             kids.

                     SHELDON
             Amen to that.

Randolph opens the door a crack and listens.      We hear an
O.S. VOICE from inside.

                     VOICE (O.S.)
             It gives me great pleasure to
             introduce our very special
             guest... a supporter of the cause
             and a friend to the brotherhood.
             Please welcome, the one, the
             only... Smoochy the Rhino!

We hear APPLAUSE.    Randolph quickly opens the rusty door.

                     RANDOLPH
             Knock 'em dead, kid!

He shoves Sheldon inside.


INT. WAREHOUSE - CONTINUOUS ACTION

Sheldon runs in and immediately starts singing and
dancing on the makeshift stage.
                                     (CONTINUED)

                                                         56.

CONTINUED:

                     SMOOCHY
             'Well, how-do-you-do, my   good
             friends! How do-you-do,    my pals!
             It's so nice to see good   friends!
             Sing along with me now!    How do
             you do, my good -- '

Sheldon abruptly stops singing as a look of shock comes
over him. PUSH IN ON his troubled face.


OMITTED


INT. WAREHOUSE - SHELDON'S POV

Several hundred men in Nazi uniforms in a warehouse
draped in swastikas. They all start chanting:

                      NAZIS
             Heil Smoochy!    Heil Smoochy!   Heil
             Smoochy!

A huge swastika banner unfurls behind Smoochy, framing
him like Patton in front of the American flag.
Flashbulbs go off. The "Heil Smoochys" continue. A
GERMAN MARCH starts to BLARE from the SPEAKERS. Looking
stunned, Sheldon slowly leans into the mic. He clears
his throat. The MUSIC STOPS. Everyone quiets down. He
searches for just the right words, and finally...

                     SHELDON
             It's my sincere hope that I'm
             dreaming right now, but in the
             event that I'm not... what's the
             deal with the swastikas?

Suddenly, a sea of policemen bursts into the warehouse.

                     LEAD COP
             This is an unlawful assembly, you
             kraut sons-a-bitches! You're all
             under arrest!

Pandemonium ensues us all the Nazis run for cover.
Sheldon stands in the middle of it all, unsure what to
do.


EXT. WAREHOUSE - SHORT WHILE LATER

Sheldon is led from the warehouse in handcuffs and is
barraged with questions from waiting REPORTERS.
Flashbulbs go off as they shout out questions.

                                         (CONTINUED)

                                                         57.

CONTINUED:

                     REPORTER #1
             Are you officially a member of the
             Aryan Brotherhood, Sheldon?

                     REPORTER #2
             Is it true you consider Adolph
             Hitler your personal hero?

                     REPORTER #3
             Do you think associating with neo-
             Nazis might adversely affect your
             career?

                     REPORTER #4
             How does it feel to be a hate-
             filled racist scumbag?

                     SHELDON
             This is a mix-up! I'm innocent!
             I don't hate anyone!

                           REPORTER #4
             Does that mean you don't hate
             Nazis?

                            SHELDON
             Wait!   I didn't say that!   I --

Sheldon is shoved into the back seat of a squad car.     It
drives off, SIRENS BLARING.



MONTAGE

EXT. TIMES SQUARE - NIGHT

The squad car drives through Times Square. The headlines
on the zipper marquee GLIDE THROUGH the FRAME: "Smoochy
the Rhino Arrested at Nazi Rally... Cops Raid Warehouse
During Rhino's Performance... Aryan Brotherhood Declares
Smoochy 'One of us.'... President Condemns 'Smoochy the
Fascist'..."


INT. SQUAD CAR - CONTINUOUS ACTION

Sheldon stares out the window as the dark city passes by.
We SLOWLY MOVE IN ON his eyes as we...

                                          DISSOLVE TO:

                                                          58.

FLASHBACK - STUDIO C - SOMETIME IN PAST

In SLOW MOTION, Smoochy dances in the studio while
holding a delighted little girl in his arms.


POLICE PRECINCT

Sheldon is fingerprinted and photographed.


AFRICAN JUNGLE

STOCK FOOTAGE of a wild rhinoceros being shot by hunters.


STUDIO C

Smoochy's Magic Jungle is dismantled.


SUBURBAN DRIVEWAY - PAST

A young Sheldon helps his grandfather spread black paint
on a driveway.


TIMES SQUARE - DAY (PRESENT)

The Smoochy billboard is torn down.


BLACK LIMBO

The Smoochy costume is in flames.    It slowly burns to
ashes.


EXT. KIDNET BUILDING - LOBBY - DAY

The Kidnet CEO stands before a cluster of reporters and
network cameras. We can see the Times Square zipper
marquee THROUGH the glass doors behind him.

Headlines read: "Congressional Committee Probes Nazi
Ties to Kid Biz"... "Smoochy Photos Removed From City
Elementary Schools"... "Jewish Groups Plan 'Day of
Outrage'"... "Rhino in Bronx Zoo Pelted With Eggs"...

                   CEO
           Here at Kidnet, Smoochy the Rhino
           is now Smoochy the Ghost. We have
           excised that particular malignancy
           from our network and will seek out
           a suitable replacement.
                   (MORE)

                                        (CONTINUED)

                                                         59.

CONTINUED:

                     CEO (CONT'D)
             Until then, the Smoochy slot will
             be safely occupied by Popeye
             cartoons. Thank you.

The reporters furiously scribble down his statement.

END OF MONTAGE.


EXT. CITY STREET - DAY

Randolph dances down the street like Gene Kelly. He
whistles a happy tune and tips his hat to everyone who
walks by. As he dances along, he pets a dog...

                     RANDOLPH
             Hi there, poochy!

Coos at a baby in a stroller...

                     RANDOLPH
             Well, aren't you the cutest little
             boo-boo in the world!

And grabs a rose from a flower vendor before handing it
to an old lady...

                     RANDOLPH
             For you, my dear!   May you live to
             be a hundred!

He continues to dance onward, waving back at everyone.
Unfortunately, he doesn't realize he's heading straight
for a light pole and slams into it with a sickening
smack.

                     RANDOLPH
             Fuck!


EXT. KIDNET BUILDING - NIGHT

Nora exits the revolving door of the Kidnet building and
heads down Broadway. Sheldon pops out from a store
front. He's wearing a knit cap and sunglasses to
disguise himself.

                     SHELDON
             I have to talk to you.

Nora keeps walking.

                                        (CONTINUED)

                                                    60.

CONTINUED:

                     NORA
             We have nothing to talk about.

                     SHELDON
             Don't tell me you believe what
             they're saying!

                     NORA
             I don't have to believe anyone.
             The picture in the paper said it
             all. No one forced you to perform
             at that rally.

                        SHELDON
             Perform?     I barely sang one song.

                     NORA
             Well maybe next time you'll do
             a longer set.

                     SHELDON
             Nora, I had no idea that was a
             Nazi function. None whatsoever!

                     NORA
             Funny, you'd think the fifty-foot
             swastika you were standing in
             front of might've given you a
             hint.

                     SHELDON
             The papers are blowing that out of
             proportion. It was nowhere near
             that big.

Nora stops and looks Sheldon in the eye.

                     NORA
             Look, the fact of the matter is, I
             don't know you, okay? Not really.
             So don't expect me to go out on an
             emotional limb here.

Sheldon looks crushed.

                     SHELDON
             But what about the balcony? What
             about the Klunky-Wunky dance?

                      NORA
             I was drunk.    Don't read too much
             into it.

She looks at him for a moment and then walks off.

                                                          61.

EXT. TIMES SQUARE - DAYS LATER

A disheveled and unshaven Sheldon wanders the streets,
looking dazed. He's stuffing a cupcake into his mouth
and swigging from a bottle of root beer. He passes a
construction site and notices some graffiti on a wall --
a crudely-drawn goose-stepping Smoochy in a Nazi uniform
and Hitler moustache. Sheldon keeps walking. He
descends the subway stairs at 42nd Street.


EXT. CONEY ISLAND STATION - STREET LEVEL - LATER

Sheldon comes up from the subway.    We see the Cyclone
from Astroland in the b.g.


EXT. SIDE STREET (CONEY ISLAND) - FEW MINUTES LATER

Sheldon stands in front of the methadone clinic he used
to perform at. It's boarded up. He just stares at it.
An OLD VAGRANT walks up to him.

                  OLD VAGRANT
          If you're lookin' to get a cup of
          juice, the well's dried up, son.
          City shut her down. Bastards'll
          put a new pair of tits on the
          Statue of Liberty, but they won't
          help a poor hophead.

The Vagrant shakes his head sadly.

                  OLD VAGRANT
          Just once I wish I had a little
          clout. You know? I'd set things
          straight in this town, believe me.
                 (sighs)
          Hell of a world.

He walks off.

                  SHELDON
             (to himself)
          Hell of a world.

                                                      62.

INT. STOKES' OFFICE

On a large screen TV the smiling Asian face of Takashi
Yamashita, who's singing Cole Porter's "I Get a Kick Out
of You" in Japanese.

CUT BACK to reveal Takashi wearing a white sequined
tuxedo with tails as he plays a white grand piano. He
looks like an Asian Liberace. He is circled by a group
of Japanese children who sing along with him.

                        CHICK (V.O.)
          'Takashi Sings Tin Pan Alley for
          Youngsters' is the hottest show
          on Japanese television. The sweat
          shops are working overtime trying
          to keep up with the demand.
          Record albums, toys, cereal, tee
          shirts, you name it...


INT. STOKES' OFFICE - DAY

Several tough-looking Asian men -- CHICK, SAMBO, and TOBI
-- Takashi's management group -- sits in Stokes' office.
Takashi sits quietly in the corner. Stokes sits behind
his desk, sipping his trademark glass of wine.

                  CHICK
          Look, Stokes, let's cut the
          bullshit. We want Takashi in
          that Smoochy slot and we're willing
          to do whatever it takes to get it.

                  STOKES
          Pardon me for saying this, but for
          a non-resident of this country,
          you speak impeccable English.

                  CHICK
          I'm originally from Teaneck.

                  STOKES
          Ah.

                  CHICK
          We own every hair on this bastard's
          head and we're willing to share a
          few strands... if you get my drift.

                  STOKES
          Well, it's not that simple. I
          have an executive board to answer
          to. I wish I could just snap my
          fingers and make a deal but --

                                     (CONTINUED)

                                                         63.

CONTINUED:

                     CHICK
             You mean like this?

Chick snaps his fingers and Tobi, the third Asian guy,
walks over and drops a duffel bag on Stokes' desk.

                      STOKES
             Oh my.   And what is this on my
             desk?

                      CHICK
             Two hundred grand in a Louis
             Vuitton duffle bag. Get our boy
             the slot and we'll round it off to
             a million. And you can keep the
             luggage.

Stokes stares down at the bundle of opportunity on his
desk.

                     CHICK
             You're dealing with an honorable
             culture, Frank. We know how to
             play ball.

Stokes unzips the bag and gazes at the money.     He looks
up at Chick and smiles.

                     STOKES
             Gentlemen, I suddenly feel
             invigorated and full of hope.

Chick smiles.


INT. NORA'S LIVING ROOM - EVENING

On Nora's TV screen, we see the black and white image of
Rickets the Hippo doing the "Klunky-Wunky Dance." Nora
sits on the couch and stares hypnotically at the screen.
There is a KNOCK at the door. She gets up and ejects the
"Best of Rickets" tape. She opens the door. To her
surprise, Randolph is standing there.

                     RANDOLPH
             Hiya, cutie!

Before she can respond, he enters the apartment and takes
off his jacket.

                                        (CONTINUED)

                                                      64.

CONTINUED:

                     RANDOLPH
             So here's the good news: Yes,
             I'll be happy to end my sabbatical
             and return to my old slot. I know
             you and Frank are in a bind, so
             I'll start Monday. Call wardrobe,
             call props, tell 'em the R man is
             back and he's ready to start
             whistlin' dem happy tunes for da
             little chillens.

He flops down on the couch.

                     RANDOLPH
             Ahhh. Who do ya gotta blow to get
             a Scotch around here?

He laughs.

                     NORA
             You've got three seconds to pry
             your ass off my couch and get out.

Randolph jumps to his feet.

                     RANDOLPH
             Dammit, Nora! The rhino's gone!
             You need that slot filled and
             I'm ready to reclaim what's
             rightfully mine.

                     NORA
             Just in case you forgot, you're a
             criminal and a scumbag.

                     RANDOLPH
             Okay, so maybe I commandeered a
             stray shekel or two. Big deal!
             Compared to what Smoochy did
             that's like jerking off in the
             supermarket.

                     NORA
             Where do you shop?

Randolph walks over and puts his hands on her shoulders.

                     RANDOLPH
             Come on. Have you lost all
             affection for me? After what we
             once had?

                                       (CONTINUED)

                                                        65.

CONTINUED:

                     NORA
             That was a long time ago.    I was
             young and stupid.

                     RANDOLPH
             Why we broke up I'll never know.

                     NORA
             You turned into an asshole and I
             didn't love you.

                     RANDOLPH
             We could've worked through all
             that.

He leans in to kiss her and she shoves him away so
violently he almost falls over the coffee table.

                     RANDOLPH
             Damn it, Nora! The public is
             clamoring for me! I'm a fucking
             patriot! Mopes is a Nazi! He's
             evil! He's probably even gay!
             You should've seen the way he was
             checking me out in the car!

                     NORA
                (suddenly suspicious)
             What does that mean?

                     RANDOLPH
             What does what mean?

                     NORA
             You said he was checking you out
             in the car. What car?

                     RANDOLPH
             No... it's just a vibe! A Nazi
             homosexual vibe! It emanates from
             the television! The whole Smoochy
             costume... with the erect horn...
             I mean, what's that all about?

Nora starts to walk closer to him.       He backs up.

                     NORA
             You're talking awfully fast,
             Randolph.

                     RANDOLPH
             I still love you!   Let's go on a
             date!

                                          (CONTINUED)

                                                         66.

CONTINUED:

                     NORA
             Were you at that rally? Tell me!
             Did you have something to do with
             this?

She backs him against the wall and looks him in the eye.

                     NORA
             Did you set Sheldon up?

Randolph just looks at her.

                      RANDOLPH
             You know, now I remember why we
             broke up. Always with the
             accusations. Bitch, bitch,
             bitch...

Nora hauls off and punches him in the jaw.


INT. SPINNER DUNN'S - NIGHT

A morose-looking Spinner Dunn sits alone at the end of
the bar in the nightclub. Tommy walks over.

                     TOMMY
             What's wrong, kid? The mayor of
             Patterson's here with his wife.
             They wanna meet ya.

                     SPINNER
             I don't wanna meet no one. I miss
             Smoochy! He never woulda done the
             things they say he done. He ain't
             no Nazi. Someone's making stuff
             up. I just know it, Tommy.
             Someone's making stuff up!

Spinner starts violently pounding his head on the bar,
causing GLASSES to RATTLE.

                      SPINNER
             I want Smoochy back! I want to be
             on TV again! I want to play my
             cowbell!

Nora enters the restaurant.    She looks around and
approaches Tommy.

                     NORA
             Hi, Tommy. Hi, Spinner.   Has
             Burke been in tonight?

                                       (CONTINUED)

                                                      67.

CONTINUED:

                     TOMMY
             Haven't seen him.

                        NORA
             Damn it.

                     TOMMY
             Something I can help you with?

                      NORA
             I have to talk to him.    It's about
             Sheldon.

Spinner lifts his head from the bar.

                        SPINNER
             Sheldon?     What about Sheldon?


INT. ANGELO'S APARTMENT - NIGHT

Randolph is napping on Angelo's couch with an ice pack on
his sore jaw thanks to Nora's fist. There is a sudden
LOUD POUNDING at the door. Randolph startles awake.

                     RANDOLPH
             I'm trying to sleep, asshole!
             Read the fucking meter some other
             time!

After a beat, the door is kicked open and Tommy and his
crew are standing there.

                     TOMMY
             You wanna tell me about the rhino?

                     RANDOLPH
             Hey, this is private property,
             creep! And you're trespassing!

                     TOMMY
             Danny, go give Mr. Smiley a little
             back rub.

Danny advances toward a shaking Randolph, fist clenched
and rolling up his sleeve.


RANDOLPH'S POV - DANNY

approaches. He cocks his arm and throws a punch.
Danny's fist FILLS the FRAME, TURNING IT BLACK as we hear
the PUNCH.

                                                        68.

EXT. TIMES SQUARE - SERIES OF DISSOLVES - BEFORE DAWN

Newspaper trucks pull up to various newsstands and toss
out bundles of the morning editions. As each bundle
lands on the curb, we see headlines that span over the
next few days:


SMOOCHY SET UP - SMILEY BEHIND NAZI PLOT


PLANNED TO DESTROY RHINO'S REP


POLL:   RAINBOW RANDOLPH MOST HATED MAN IN AMERICA


PUBLIC OUTCRY:   "WE'RE SORRY SMOOCHY!"


EXT. POLICE PRECINCT - DAY

Randolph, bruised and battered, emerges from the police
station with his LAWYER. REPORTERS and photographers
rush forward.

                   REPORTER #1
           How does it feel to be voted the
           most hated man in America,
           Randolph?

                   RANDOLPH
           In a country like this, where your
           average citizen is a fuckin'
           Neanderthal, I wear it as a badge of
           honor.

                   REPORTER #2
           What about Ms. Bishop's charge that
           you have an unhealthy obsession
           with Sheldon Mopes?

                   RANDOLPH
           Listen, I barely know that broad.
           She's a wacko. An opportunist.
           I'm the most accused man since
           Jimmy Hoffa.

Someone throws an egg and it hits Randolph in the face.

                   RANDOLPH
              (on verge of tears)
           That was unfair! Who threw that?
           That was mean and uncalled for!

                                      (CONTINUED)

                                                          69.

CONTINUED:

                     LAWYER
             My client is not answering any
             more questions. Between his
             dwindling cash flow and mounting
             legal bills he's sinking into a
             deep psychotic depression. Please
             stop antagonizing him. Thank you.

He pushes a sullen Randolph through the cluster of
people.


INT. BACKSTAGE - STUDIO C - DAY

A makeup woman dabs Sheldon's forehead as he's about to
go on. Nora stands next to him. A LOW TYMPANY ROLL is
heard from the stage.

                           SHELDON
                    (to Nora)
             I wouldn't be back here if it wasn't
             for you.

                           NORA
             I'm just sorry I didn't believe
             you... that I got swept up in the
             frenzy of anti-Smoochyism.

                           SHELDON
             Well, this town's a house of mirrors
             sometimes. It's hard to know what
             you're looking at.

He takes a couple of pre-show deep breaths.      A STAGEHAND
approaches.

                           STAGEHAND
             They're ready for you, Sheldon.

Sheldon exits backstage.


INT. STUDIO C - CONTINUOUS ACTION

The lights in the studio dim.

                      ANNOUNCER (V.O.)
             Ladies and gentlemen... boys and
             girls...
                (dramatic pause)
             Who's your favorite rhino?

An explosion of enthusiasm from the kids in the
bleachers.

                                       (CONTINUED)

                                                       70.

CONTINUED:

                     KIDS IN BLEACHERS
             Smoochy!!!

The lights come up as the Smoochyland Band plays a
strong, dramatic version of "Battle Hymn of the
Republic." After a moment, Smoochy slowly rises from a
lift under the stage. A giant sign above the jungle
lights up and emits a pyrotechnic shower of sparks. It
reads: WELCOME HOME SMOOCHY!


ANGLE ON SMOOCHYLAND BAND

A beaming Spinner Dunn enthusiastically bangs his cowbell
to the music as tears stream down his cheeks.


BACK ON SMOOCHY

He majestically stands center stage and nods to the kids
who are giving him a standing ovation. The song
crescendos with a rousing final chorus from the
Smoochyland Band who sing, "His truth is marching on!"

Thunderous applause from the bleachers. Smoochy walks
over to a stool and takes a seat. It's very quiet in the
studio now. Smoochy, looking uncharacteristically
serious, picks up a microphone as the lights go down.
He's in black limbo.

                     SMOOCHY
             Thank you. It's good to be back.
             You know, kids, sometimes life in
             the jungle can be unfair. A place
             where nice guys don't just finish
             last... they get their heads cut
             off.

Gasps from the bleachers.

                     SMOOCHY
             That pretty world you think you
             know is just props and scenery.
             Lollipop trees with roots in
             venom!


ANGLE - NORA

watches nervously from offstage.

                                         (CONTINUED)

                                                      71.

CONTINUED:

BACK ON SMOOCHY

                     SMOOCHY
             So look around you, boys and
             girls. Every day. Be diligent!
             Stand strong! As the old proverb
             says: Beat a dog one time too
             many and you get a wolf! Let's
             start howling! Howl for me, boys
             and girls!

The kids in the bleachers howl along with Smoochy.

                     SMOOCHY
             Okay, I just wanted to get that
             off my chest. Who wants to do the
             Hokey-Pokey?!

The kids cheer as the Smoochyland Band launches into the
Hokey-Pokey song and Smoochy starts dancing. The kids
pour out of the bleachers onto the jungle set. Everyone
is dancing and having a ball. Nora is clapping to the
music offstage. Sheldon and Nora exchange affectionate
glances.


OMITTED


INT. ANGELO'S APARTMENT - NIGHT

Randolph sits in front of the TELEVISION in a daze. He's
wearing a ratty bathrobe and absentmindedly tosses cheese
curls onto the floor from a bag on his lap. ON the TV,
an "Entertainment Tonight"-type show with two perky hosts
is covering Smoochy's return to the airwaves. The hosts,
Tara and Hunter show Smoochy's dynamic entrance and the
standing ovation he got during the taping that day.

                     TARA (V.O.)
             Well, Smoochy's back and boy did
             we miss him. Hundreds of well-
             wishers stood outside Kidnet
             Studios today hoping to catch a
             glimpse of their favorite rhino.

                     HUNTER (V.O.)
             That's right, Tara. Smoochy's
             popularity is stronger than ever
             thanks to his recent exoneration
             as a Nazi sympathizer. In fact,
             several movie studios are offering
             big bucks for a chance to bring
             the Smoochy story to the silver
             screen...
                                        (CONTINUED)

                                                           72.

CONTINUED:

The BROADCAST CONTINUES. Smoochy images flash across the
screen. Randolph has been mumbling the whole time.

                     RANDOLPH
                (quietly to himself)
             Bad... very bad... too much for
             brain... pressure building... ears
             ringing... eyes burning...
             contempt overflowing...

He jumps up and kicks the TV over.    He picks up a lamp
and starts beating the TV.

                     RANDOLPH
             I hate you! I fucking hate you!!!
             You devil-horned mind fucker!
             Die, die, die!!

Angelo, who was cooking in the kitchen, runs out.       He's
wearing an apron.

                     ANGELO
             What are you doing?! That's a
             Zenith!
                (notices cheese curls)
             Look at this place!

He grabs the lamp from Randolph.

                     ANGELO
             That's it! I want you out of
             here!

                     RANDOLPH
                (suddenly scared)
             Where am I supposed to go?

                     ANGELO
             I don't care!
                (pointing to door)
             Out!!


INT. SPINNER DUNN'S - NIGHT

Spinner's massive arms envelope Sheldon in a bear hug,
practically lifting him out of his seat. Burke, who's
having dinner with Sheldon, holds onto the table before
it gets knocked over.

                     SHELDON
             Easy, Spinner. Watch the ribs,
             buddy.

                                          (CONTINUED)

                                                            73.

CONTINUED:

                     SPINNER
             I missed you so much!

                           SHELDON
             I missed you too, champ.

He drops Sheldon and pulls out his cowbell.

                     SPINNER
             I've been practicing and
             practicing and I got real good,
             Sheldon. Real good!

He starts banging on it with a butter knife.      Sheldon
cringes.

                     SPINNER
             Wanna see me march?

                     SHELDON
             Sure, why not.

Spinner starts marching through the restaurant, clanging
the cowbell. People who are trying to eat their dinner
look annoyed. Sheldon sits back down at his table.

                     BURKE
             So you were saying you had some
             good news?

                     SHELDON
             Yes. Some very good news. After
             giving it a lot of thought... I've
             decided to do the ice show.

Burke gleefully slaps Sheldon on the shoulder.

                     BURKE
             Finally! I got me a bar mitzvah
             boy. Today you are a man!

                     SHELDON
             I realize now it's a sin to waste
             your power.

                     BURKE
             Like they say, rock bottom's a
             college education.

                                        (CONTINUED)

                                                     74.

CONTINUED:

                     SHELDON
             But here's the really good news:
             I'm doing it myself. No sponsors,
             no vendors, no crooks. Not one
             dirty hand will touch this. Not
             one person will make a dollar off
             these kids. Smoochy on Ice will
             be a study in purity.

Burke's grin suddenly fades.

                     SHELDON
             As far as food concessions go,
             I'll supply the refreshments. For
             free. Low sodium, whole wheat
             pretzels and apple slices. Healthy
             stuff. Now are you ready for the
             best part?

                     BURKE
             I'm holding my breath.

                     SHELDON
             All profits from ticket sales will
             be used to built a state-of-the-
             art methadone clinic in Coney
             Island.

Burke looks pale.

                     SHELDON
             I'm not just talking a run-of-the-
             mill clinic... I'm going to build
             a methadone palace. A place where
             men and women can withdraw in
             luxury.

                     BURKE
             Sheldon, you can't do an ice show
             and cut out the vendors. And more
             importantly, you can't cut out the
             Parade of Hope. It's suicide.

                     SHELDON
             You always told me, when you've
             got muscles you make the rules.
             Well, I'm feeling pretty strong
             right now.

Sheldon rises and tosses his napkin down.

                                       (CONTINUED)

                                                           75.

CONTINUED:

                     SHELDON
             All this time I was letting the
             business use me. Well, I think it's
             time I start using the business.
             I've got my clout back and I'm not
             gonna waste it this time. Take care
             of it, Burke.

Sheldon exits.    Burke sits there, looking very concerned.

On his way out the door, Tommy stops Sheldon.       Spinner's
COWBELL CLANGING continues.

                     TOMMY
             Shel, you gotta help me out. He
             bangs that goddamn thing from
             morning till night. I got a
             headache that goes from my eyes to
             my ass.

                     SHELDON
             Whatever I can do, Tommy, just say
             it. You know I love Spinner. And
             I owe you.

                     TOMMY
             Give the boy something else to do on
             the show. Anything. Just as long
             as it don't clang, chime or honk.


INT. STOKES' OFFICE - TIGHT ON FACE OF FRANK STOKES -
DAY

frightened.    There's a gun to his temple.


WIDER

Chick, the Asian representative of Takashi, holds a
revolver on Stokes. His cohorts, Sambo and Tobi, stand
by.

                     CHICK
             I don't like complications, Frank.
             You got one week to get Takashi that
             slot or you're gonna be shakin'
             hands with Buddha.

                     STOKES
             Don't you understand? My hands are
             tied. The rhino's been exonerated.
             The show's more popular than ever.

                                       (CONTINUED)

                                                      76.

CONTINUED:

                     CHICK
                (to Sambo and Tobi)
             Okay, boys, chop him up, bag him
             and dump him in the woods.

Sambo and Tobi start to advance on Stokes.

                     STOKES
             All right! I'll take care of it!
             I just need time!

Chick leans into Stokes' face.

                     CHICK
             One week, Jeeves. Got that? Or
             I get a blender and make an Orange
             Julius with your feet.

They exit.


EXT. STREET - DAY

A down-and-out Randolph shuffles along in ratty bedroom
slippers. He passes a MAN who sits behind a small table
on the sidewalk. The table has a huge photograph of a
rhinoceros taped in front of it. Literature and
pamphlets depicting the black rhino are spread out on the
table.

                     MAN
             Save the rhino! Before it's too
             late! Make a donation! Save the
             rhino!
                (to Randolph)
             Hey, mister, ya wanna help save
             the rhino?

Randolph just looks at him for a moment. He looks at all
the rhino-related imagery. He starts shaking and
suddenly jumps over the table and attacks the Man.

                     RANDOLPH
             I'm the one who needs to be saved!
             Me. I'm broke! I lost my lawyer!
             My only friend kicked me out! I'm
             a fucking peanut shell in the
             shape of a man! Save the
             Rainbow! Save the Rainbow!
             Save the Rainbow!

                      MAN
             Help!   Someone call a cop!

Randolph grabs the collection can and runs off.

                                                      77.

EXT. CENTRAL PARK - DAY

It's a chilly, grey afternoon. Stokes and Burke walk along
the lake framed by the New York skyline.

                        STOKES
          Your client is suffocating me. To
          make matters worse, he's caused me
          to veer into a hazardous situation.
          A situation that otherwise could
          have a very happy ending.

                  BURKE
          Tell me more about the Asians.

                  STOKES
          They're ruthless. Unwavering.
          Unprincipled. And best of all,
          they know how the game is played.
          They respect our delicate
          ecosystem of mutual benefit.

Stokes stops walking and grabs Burke's arm.

                  STOKES
          I'd bring you in on this, Burke.
          You'd be my partner on the Takashi
          deal. Split down the middle. We
          have an opportunity to get back on
          track here. Back to the way it
          was.

                  BURKE
          The good old days.

                  STOKES
          Pre-rhinoceros.

The two men look at each other as thoughts pass silently
between them.

                  BURKE
          This is very sticky ground we're
          about to walk on.

                        STOKES
          Well, you're used to a little
          glue on your shoes.

Burke smiles.

                        BURKE
          Let me poke around. Sift through
          the possibilities.


OMITTED

                                                        78.

EXT. ALLEY OFF ND STREET - THEATER STAGE DOOR -
EVENING

A slender young man in a Peter Pan costume in being held
by a big thug as another thug beats him up. A girl
dressed as Tinkerbell (also being restrained) looks on in
horror. Merv Green (Parade of Hope) steps INTO FRAME.

                  MERV
          This is what happens to guys who
          keep secrets, Johnny.

                  JOHNNY
          I'll give you the rest next week!
          I promise!

                  MERV
          It's not me you're fucking over,
          it's sick kids. You got something
          against sick kids, Johnny?

The thug punches him in the stomach again.

                   JOHNNY
          No!   I love sick kids!

Merv nods to one of the thugs who releases Peter Pan.   He
slumps to the ground. Merv kneels down and lifts his
head from the pavement.

                  MERV
          And you tell that fat producer of
          yours, if he ever gives me a low
          head count again, he'll lose the
          other thumb.

One of Merv's thugs leans in, whispers something to
Merv, who looks up to see.

Burke standing in the mouth of the alley.

                  BURKE
          Merv Green. How's tricks, kid?

                  MERV
          Well, if it ain't smilin' Burke.
          Whose bones are you pickin' today?

                  BURKE
             (chuckles)
          You got a minute, pally?


OMITTED

                                                       79.

EXT. ND STREET - MOMENTS LATER

Burke and Merv walk along 42nd Street. A poster
advertises Peter Pan "Sponsored by Parade of Hope --
Giving Children the Gift of Promise!" Merv's
thugs trail behind.

                   MERV
          No one freezes me out of an ice
          show. No one. I don't care how
          many fucking clinics he's trying
          to save.

                  BURKE
          Look, I'm chokin' on the same bone
          as you.

                  MERV
          If you're trying to aggravate me,
          you're doing a hell of a job.

                  BURKE
          I'm not here to aggravate, just
          educate. I think Mopes might be
          talking to people he shouldn't be
          talking to.

                  MERV
          That's an ugly string of words.

                  BURKE
          He's got it in his head that he's
          gonna clean up the way we do
          business.
             (beat)
          Truthfully? I wouldn't be
          surprised if he's wearing a wire.

Burke looks at his watch.

                  BURKE
          Jesus, I got a thing across town.

He steps off the curb to hail a cab.

                  BURKE
          Let's keep talking, Merv. There's
          oughta be some kind of solution.
          Don't you think?

Burke hops into a cab.   Merv watches the cab pull away.

                                                        80.

EXT. TIMES SQUARE - OUTSIDE KIDNET BUILDING - TIGHT
SHOT - LEGS OF SMALL CARD TABLE - MORNING

SNAP open. The table is set on the sidewalk. A man's
legs ENTER the FRAME and shakily climb on top of the
table.


WIDER

Randolph stands on the table directly in front of the
Kidnet Building. He raises the megaphone to his mouth.

                        RANDOLPH
          Attention, New Yorkers! You are
          about to hear a shocking story
          of injustice!


WIDER

Randolph stands on the table directly in front of the
Kidnet Building.

                        RANDOLPH
          I urge you to listen! It has a
          surprise ending you won't want
          to miss!

A crowd starts to form on the sidewalk.

                        RANDOLPH
          It's the story of a venomous rhino
          and his aggressive campaign to
          slander, vilify, defame, denigrate
          and villainize my good name! But
          one thing he can't do, is take my
          life from me. No, friends, only I
          have the power to do that!

He reaches down and picks up a can of gasoline.

                             RANDOLPH
          This is what Smoochy has done to
          me! He's brought me to this! I
          can no longer live in a world
          where the innocent suffer and
          the wicked thrive!

Randolph raises the can over his head and pauses
dramatically.

                  RANDOLPH
          Where is God??!!

                                     (CONTINUED)

                                                           81.

CONTINUED:

He drenches himself with gasoline. The crowd grows
larger. He holds up a pack of matches.

                     RANDOLPH
             I'm sorry to do this, people.
             Don't try to talk me out of it.

The crowd starts to applaud.     Randolph looks baffled.

                      MAN IN CROWD
             Do it!   Light it!

                     RANDOLPH
             Our guest of honor will be here
             any moment! This is for his eyes!
             For his conscience. He'll have to
             live with this imagine for the
             rest of his miserable life!


INT. LIMO - CONTINUOUS ACTION

Sheldon sits in the back of a limo on his way to work,
reading the paper. The headline blares: "SMOOCHY
ANNOUNCES ICE SHOW AT GARDEN." The subhead reads:
"ALL PROCEEDS TO BENEFIT BROOKLYN CLINIC."

                      SMOOCHY
                (to driver)
             Take it from me, Lester. Use your
             power. Don't squander it -- build
             with it.

                      LESTER
             Sound advice, Mr. Mopes. If I
             ever get any power I'll give that
             a whirl.
                (notices crowd
                 up ahead)
             Hey, what's going on up there?

Sheldon glances up from his paper.

                     SMOOCHY
                (casually)
             Looks like a street performer of
             some sort.

He goes back to his paper.


EXT. TIMES SQUARE - CONTINUOUS ACTION

Randolph sees the Kidnet limo approaching.

                                        (CONTINUED)

                                                      82.

CONTINUED:

                     RANDOLPH
             This is it, folks! It's showtime!
             I'm sorry to do this, but he's
             left me no choice!

Randolph tries to light another match, but it's wet from
the gasoline. The crowd laughs and starts taunting him.

                     RANDOLPH
             Shut up, you hillbilly assholes!
             You're borough trash! Go back to
             your huts across the river!

Randolph keeps trying to light the match. Finally, after
several attempts, it lights. He holds it up. The crowd
burst into applause.

                     RANDOLPH
             Fuck you! Fuck all you people! I
             was the last of the Mohicans!
             You'll never see another Rainbow
             Randolph in this lifetime! You
             had me and you blew it! All of
             you!

He turns and faces the approaching limousine.

                     RANDOLPH
             This if for you, Smoochy!
             Remember this! As long as you
             live, remember this image! You
             did this to me!

He brings the match closer to his gasoline-soaked body.
The limo continues to approach. The crowd taunts him to
do it. He tries to bring the match closer, but his hand
is shaking. Suddenly, a LITTLE GIRL pushes through the
crowd. Everyone quiets down as she looks up at
Randolph.

                     LITTLE GIRL
             Whatcha doin', Rainbow Randolph?

Randolph freezes as he looks down at the Little Girl. A
slight look of hope comes over his face. She smiles
sweetly at him, walks over, and blows out the match.
Randolph is overcome with emotion. Just then, Sheldon's
LIMO WHOOSHES past him. The crowd cheers.

                           CROWD
             Smoochy!!!

                                       (CONTINUED)

                                                         83.

CONTINUED:

They all run away from Randolph and over to Sheldon's
limo as it pulls in front of the Kidnet Building.
Randolph stares at them blankly. He looks down. The
Little Girl is gone. Sheldon gets out of the limo.
The crowd cheers him as he waves to them before going
inside.

A look of utter frustration now comes over Randolph.


OVERHEAD SHOT

Randolph drops to his knees on the table, looks skyward,
and screams.

                     RANDOLPH
             What does it all mean??!!

The CAMERA RISES ABOVE him as he lets out an anguished
howl that REVERBERATES through the skyscrapers.


INT. KIDNET STUDIOS - BACKSTAGE - TIGHT ON DISAPPOINTED
FACE OF SPINNER DUNN - DAY

                     SPINNER
             What do you mean I can't play the
             cowbell no more?


WIDER

Sheldon gently tries to break the news to Spinner who's
on the verge of tears.

                     SHELDON
             You're too talented for the
             cowbell, Spinner. Cowbells are
             for babies.

                     SPINNER
                (a little angry)
             I ain't no baby!

                     SHELDON
             That's right. You're a fully
             grown man. With whiskers... and
             scars... the whole sha-bang.
             That's why you deserve a bigger
             role on the show. A more
             important role...

Spinner's face starts to perk up.

                                                      84.

INT. STUDIO C - SHORT WHILE LATER

It's the middle of a Smoochy taping. Smoochy and the
Gang are wrapping up a song entitled, "My Stepdad's Not
Mean (He's Just Adjusting.)" The kids in the bleachers
are singing the chorus.

                        KIDS
          'Stepdads are people too/ They
          have bad days, like we all do/
          Be patient and help them through/
          Stepdads are people too...'

Smoochy continues the song.

                       SMOOCHY
             (singing)
          ... 'So three cheers for the man
          that I proudly call Stan... He's
          not quite a dad or a brother...
          Yes, he gets cross, but still he's
          the boss... And besides he takes
          care of my mother!'

The song ends. The kids in the bleachers applaud.
Smoochy addresses them.

                  SMOOCHY
          Remember, kids. First
          impressions, good or bad, are not
          always what they seem. Just like
          a new puppy, new dads need to
          adjust to their surroundings. So
          give 'em time! But always
          remember... if he becomes abusive
          to you or Mommy... what are the
          magic numbers?

                  KIDS IN BLEACHERS
             (shouting in unison)
          Nine-One-One!

                  SMOOCHY
          Right-o-riffic!

The Smoochyland Band plays a little fanfare.

                  SMOOCHY
          And now, boys and girls, I have a
          special surprise. I'd like to
          introduce the newest member of the
          Magic Jungle... my cousin...
          Moochy the Rhino!

                                      (CONTINUED)

                                                         85.

CONTINUED:

The Smoochyland Band plays a happy little song as Spinner
Dunn, in costume as Moochy, runs on stage. The Moochy
costume is identical to Smoochy only it's a darker
orange instead of bright orange.

                     SMOOCHY
             Howdy, Moochy! Welcome to the
             Jungle! You wanna say howdy to
             the kids?

Spinner freezes.       He stares at the camera.

                       SMOOCHY
             Moochy?

                     SPINNER
             My name is Moochy.

                     SMOOCHY
             That's right. We've established
             that.

                     SPINNER
                (leaning into Sheldon)
             Sheldon, this costume's makin' my
             nuts itch.

Sheldon looks horrified. The Smoochyland Band quickly
launches into some music. Smoochy, Moochy and a few
other jungle animals begin to dance. Moochy's lumbering
movements are in stark contrast to the choreographed
steps of the others. As a bonus, he occasionally
scratches his crotch.


INT. SHELDON'S DRESSING ROOM - AFTER THE SHOW

A happy Spinner (still in costume as Moochy) pokes his
head into Sheldon's dressing room. Sheldon, still in
costume as well, looks drained after the difficult
taping.

                     SPINNER
             That was fun! Was it bad when I
             done that thing, where I tripped
             and knocked over the Flamingo and
             then he knocked over the cameraman
             and then those lights fell down on
             that lady's head?

                                          (CONTINUED)

                                                        86.

CONTINUED:

                     SHELDON
             It's fine, Spinner. We'll edit it
             out. But tomorrow in rehearsal
             we're gonna work on a new thing
             called 'the importance of hitting
             your mark.'

                       SPINNER
             Great!    I get to hit something!

Spinner dances off. A beat later, Nora enters and shuts
the door. There's an awkward beat of silence.

                       NORA
             Hi.

                       SHELDON
             Hi.

                     NORA
             I read about the ice show.

                     SHELDON
             Yeah, the papers seem to be really
             covering it.

                     NORA
             I think it's great. What you're
             doing for that clinic.

                       SHELDON
             Thanks.

She nods.

                     NORA
             I just need some clarification...

                           SHELDON
             Don't worry. Spinner just needs
             a little more rehearsal. I'll get
             him there.

                           NORA
             No I mean about us.

Sheldon looks uncomfortable.

                           NORA
             Ever since you've been back I just
             feel like there's something that's
             not connecting.

                                          (CONTINUED)

                                                      87.

CONTINUED:

                           SHELDON
             I guess I'm still readjusting a
             little. Like a guy who's come
             back from the war. Not that I'd
             equate my misfortune with the

             brave men and women who protect
             us overseas.

                           NORA
             I just thought we were on our way
             to something... granted, my
             mistaken belief that you had ties
             to Neo-Nazis might have put a
             damper on our relationship, but
             I'm sorry for --

Sheldon suddenly jumps up and grabs her. He kisses her
passionately. Nora immediately starts ripping off his
costume as they make out. They fall to the floor in
a lustful embrace.


INT. STUDIO - BACK HALLWAY - SAME TIME

Spinner, humming to himself, lumbers down the hallway on
his way to the wardrobe room. Halfway down the hall, he
hears a voice call out to him.

                     VOICE (O.S.)
             Hey -- rhino.

Spinner turns around. The door to the fire exit swings
open. Two of Merv's thugs emerge and grab Spinner (who's
still in full Moochy costume) and drag him into the
stairwell.


INT. UNDERGROUND PARKING GARAGE - MOMENT LATER

Spinner is dragged into the garage and knocked to the
pavement. Several more thugs emerge from the shadows,
including Henry, Merv's main henchman. They start
beating him with lead pipes. Henry pulls out a REVOLVER.
He SHOOTS the rhino several times. A sedan trunk is
popped open and Moochy is thrown inside. The CAR
SCREECHES up to the street.


INT. CHINATOWN - NIGHT

We CRANE DOWN FROM a Chinese banner that stretches across
two tenements. We LAND ON the seedy, deserted street
below as the SEDAN BARRELS INTO FRAME and SQUEALS to a
stop.
                                     (CONTINUED)

                                                          88.

CONTINUED:

Two thugs emerge from the car. They pull Spinner/Moochy
from the trunk and toss his body by some garbage cans,
knocking a few over. They get back in the car and speed
away. Moochy's lifeless foam body rolls into the gutter
and lays motionless. Blood seeps through his foamy
torso.


LOW OVERHEAD SHOT

of Spinner/Moochy. We SLOWLY START TO RISE UP as we LOOK
DOWN AT the rhino's body. The WIND WHISTLES through the
empty street as we get HIGHER. The Chinese banner
rustles THROUGH the FRAME. As we get HIGHER AND HIGHER,
we hear the intermittent CLANG of a PRIZE FIGHT BELL.

                                           MATCH DISSOLVE TO:


EXT. SAME STREET - HOURS LATER

In the same frame, detectives and uniformed cops are now
at the scene gathering evidence. Where Spinner once lay,
there is now a bright yellow chalk outline in the shape
of a rhinoceros.


INT. PARADE OF HOPE OFFICES - NEXT DAY

FULL FRAME ON a TELEVISION screen.    A local news anchor
is reading the top story.

                     ANCHOR (V.O.)
             Former heavyweight contender and
             restaurateur Lawrence 'Spinner'
             Dunn was found shot to death in a
             rhinoceros outfit early this
             morning in Chinatown. Dunn, a
             frequent performer on 'Smoochy's
             Magic Jungle,' was pronounced dead
             at the scene. Police are
             searching for --

A hand ENTERS FRAME and violently slaps the TV OFF.


WIDE

An enraged Merv Green glares at his henchmen, Henry and
MITCH.

                     MERV
             How could you hit the wrong
             rhino?!

                                       (CONTINUED)

                                                        89.

CONTINUED:


                     HENRY
             Who knew Smoochy had a cousin
             Moochy? They look fucking
             identical.

                     MERV
             Smoochy is bright orange, Moochy
             is burnt rust! Read the papers!
             Do I gotta take you back to
             fucking kindergarten?

                     MITCH
             All you said was 'hit the rhino.'
             You never specified the color.
             I'm not taking the blame for this
             one.

Merv's anger builds. He turns to a picture of Smoochy
which is tacked to a bulletin board along with other kid
show personalities that the foundation extorts. Merv
picks up a letter opener and violently thrusts it into
the picture.

                           MERV
             I'm not through with you yet,
             rhino! Your time will fucking
             come!


INT. ANGELO'S APARTMENT - SHORT WHILE LATER

Cops rummage through Angelo's apartment. In the b.g.,
a detective, ELLIS, interviews Angelo. Another
detective, McCALL, is looking through some papers he
found.

                           McCALL
             Ellie, over here.

Ellis walks over. McCall shows him some scribblings he's
found in a notebook of Randolph's. The crude drawings
depict Smoochy with his head cut off... with a knife in
his heart... being pissed on by Randolph, etc. "Die,
Rhino, Die" is scrawled hundreds of times, filling page
after page. The two detectives look at each other and
nod.


INT. SPINNER DUNN'S RESTAURANT - DAY

Spinner sleeps forever in an open casket, clutching his
cowbell. Dozens of Spinner's relatives are at the wake.

                                       (CONTINUED)

                                                      90.

CONTINUED:

A bagpipe player plays "Amazing Grace." Sheldon stands
at the casket, fighting back tears as he stares down at
his old friend. Nora has her arm around him.

                           SHELDON
             It's my fault. He'd still be
             alive if it wasn't for me. He
             would have been so proud to be in
             the ice show.

                     NORA
             There was nothing you could have
             done. Don't torture yourself.

                     SHELDON
             I'm sorry, Spinner.   I'm so sorry.

Tommy and the boys walk over. Tommy puts his arm around
Sheldon as he gazes somberly at Spinner.

                     TOMMY
             He really loved you, Shel. And
             this I guarantee -- that fucking
             Randolph has seen his last
             rainbow. We're gonna find him,
             cut off his balls, and shove 'em
             up his ass.

                     SHELDON
             Maybe you better leave it to the
             police.

                     DANNY
             They won't do the ball thing.
             It's against procedure.

                     TOMMY
             Don't forget -- that hit was meant
             for you, Shel. So from now on,
             everywhere you go, we go.

                     SHELDON
             That's okay, Tommy.   I'll be fine.

                     TOMMY
             Fine, nothin'. And as Christ is
             my witness, no one's touchin' a
             hair on your fuckin' head.
             Spinner would have wanted it that
             way.

Tommy's crew nods and agrees.

                                        (CONTINUED)

                                                          91.

CONTINUED:

                     TOMMY
                (to the boys)
             Alright, boys, let's get shit-
             faced. For Spin.

They head for the bar.    Nora and Sheldon look down at
Spinner in silence.

                     SHELDON
             Didn't Rickets the Hippo have a
             song about death?

                     NORA
             'The Last Nappy Time.' It gave me
             a lot of comfort when my mother
             died.
                (sings quietly)
             'When doggies stop barking
             And fish cease to swim
             And Grandpa lays silent, from his
               head to his limbs
             Sadness will find you
             But soon you'll feel fine...'

Sheldon joins in.

                     SHELDON/NORA
             'In life we all have
             Our Last Nappy Time.'

Sheldon looks at her.    They embrace as BAGPIPE MUSIC
SWELLS.


OMITTED


EXT. TIMES SQUARE - NIGHT

The news zipper in Times Square glides through the night
air: "MANHUNT UNDERWAY FOR RAINBOW RANDOLPH... SUSPECTED
IN BOXER'S MURDER... SEEN OUTSIDE BUILDING SHORTLY BEFORE
SHOOTING, DRENCHED IN GASOLINE AND ACTING PECULIAR..."

We CRANE DOWN FROM the zipper ONTO the sidewalk.
Randolph is talking on a pay phone. We hear Angelo on
the other end.

                           RANDOLPH
             I didn't do it! I know you're
             still mad at me, but you gotta
             believe me.

                                       (CONTINUED)

                                                        92.

CONTINUED:

                           ANGELO (V.O.)
             The papers say you were the
             mastermind.

                           RANDOLPH
             Mastermind? I can barely figure
             out how to unzip my pants these
             days. Just taking a piss is a
             logistical nightmare.

                           ANGELO (V.O.)
             I believe you, Randy. But you
             can't come back to my place.
             They'll find you. You gotta go
             underground.


EXT. LIBERTY FLOUR AND BISCUIT FACTORY - NIGHT

We are outside the long-abandoned Liberty Biscuit and
Flour factory. The Liberty sign with its Statue of
Liberty logo is eroded and partially missing.


INT. LIBERTY BISCUIT AND FLOUR FACTORY - CONTINUOUS
ACTION

Inside the massive dormant factory, rats scurry around
and pigeons occasionally fly from window sill to window
sill. A makeshift living area has been set up in the
middle of it all -- a chair, lamp, small table, hot
plate, etc. Randolph lays on the dilapidated conveyor
belt, huddled under a blanket.

Angelo enters the factory through a rusty door, carrying
provisions.

                     ANGELO
             It's heatin' up out there. Every
             cop in New York is looking for
             you. And Tommy Cotter's boys are
             combin' the streets. You're gonna
             have to stay put for a while.

Randolph sits up on the conveyor belt, blanket draped
over his shoulders. He's a physical and emotional wreck.

                     RANDOLPH
             I was an altar boy once. Did you
             know that? I wanted to be a
             priest. Do you believe in angels,
             Angie?

                                       (CONTINUED)

                                                      93.

CONTINUED:

                       ANGELO
             Angels?

                     RANDOLPH
             There was a little angel in
             pigtails. She was the only one
             who cared about me. She saved my
             life.

Angelo hops up on the conveyor belt to console Randolph.
Randolph rests his head on Angelo's shoulder.

                     ANGELO
             You didn't want to kill yourself,
             Randy. You know that.

                     RANDOLPH
             Perhaps it's time to heal. To
             accept the fact that Smoochy has
             won and gracefully march forward.
             True, I'm currently wanted for a
             murder I didn't commit. But I
             have faith. Faith that justice
             will prevail.

                     ANGELO
             Now you're talkin', kid. This is
             a big step... I'm proud of you.

He strokes Randolph's head.

                     RANDOLPH
             Did you bring lunch?

                       ANGELO
             Yes.

                     RANDOLPH
             Chicken and stars?

                     ANGELO
             Just like you asked for.

                     RANDOLPH
             Can I have some, please?

                     ANGELO
             For a smile.

Randolph sniffs and manages a small pitiful smile.
Angelo musses his hair.

                     ANGELO
             Atta boy.

                                        (CONTINUED)

                                                          94.

CONTINUED:

Angelo lifts one of the grocery bags onto the conveyor
belt.

                     ANGELO
             Here, I got you some crossword
             puzzles and stuff to read.

Angelo hops off the conveyor belt and turns on the hot
plate. He starts to open a can of soup. Randolph
reaches into the bag and pulls out a copy of the New York
Post. The lead article's headline reads, "WAKE FOR
SPINNER." A large photograph shows mourners leaving the
restaurant after the wake. Clearly visible are Sheldon
and Nora. They have their arms around each other.
Randolph's eyes widen. He starts to hyperventilate.
Angelo looks up.

                     ANGELO
             You okay? Randy?

Finally, Randolph expels a blood-curdling scream that
ECHOES through the factory.

                     RANDOLPH
             Motherfucker!!!!!!!

Angelo drops the soup.      Birds in the factory flutter from
the rafters.


INT. MADISON SQUARE GARDEN - ICE RINK

Sheldon and the Rhinettes work on some choreography for
that night's show. Nora watches from the sidelines. As
Sheldon skates on the ice rink, Merv enters with Roy and
Danny. Sheldon skates over to them. Nora walks over,
too.

                           TOMMY
             Big news, Shel.

                            SHELDON
             What's that?

                           TOMMY
             It wasn't Smiley who killed
             Spinner. It was Parade of Hope.

                            NORA
             Merv Green?

                           SHELDON
             Are you sure? The cops have tons
             of evidence on Randolph.

                                         (CONTINUED)

                                                        95.

CONTINUED:

                           TOMMY
             We did our own investigation.
             Cousin Ian from down at the
             morgue... you met him at the
             wake...


FLASHBACK - INT. SPINNER DUNN'S - DAY

Tommy is at the bar listening intently to a man, IAN,
who is pointing to certain details on a photograph.

                           IAN
             See the neck? Snapped like a
             twig. Animals... Parade of Hope's
             calling card. When they do a guy,
             they like to sign the tab.

                     TOMMY
             What's that guy's name over there?
             Green?

                                 LEON
             Yeah, Merv Green.

                           TOMMY
             This was one time they shoulda
             left the tab blank.


INT. ICE RINK (PRESENT)

                           NORA
             I knew Merv Green was a scumbag
             from the day he grabbed my ass at
             a 'Feed the Children' benefit.

                           SHELDON
             Well, God help those guys now.
             They're gonna get a first-class
             ride through the criminal justice
             system, and I'm buying the
             tickets.

                           TOMMY
             It's all taken care of, Shel.

                           SHELDON
             What does that mean?

                                                        96.

FLASHBACK - INT. WAREHOUSE - NIGHT

A bloodied Merv Green is tied to a chair in the middle
of the warehouse as he begs Tommy for his life. Merv's
two henchmen lay dead nearby. Roy, Jimmy and Sammy --
Tommy's guys -- stand behind her.

                  MERV
          It was a mistake! An honest
          mistake! All I'm trying to do is
          help children.

                  TOMMY
          You like kids, huh?

                   MERV
          Yes!   Of course!

                  TOMMY
          So you must know a few fairy
          tales. Danny, tell him the one
          about the worthless prick who gets
          his head chopped off.

Danny, holding a hatchet, advances toward Merv. Tommy
casually walks away. We STAY WITH Tommy. Merv is NO
LONGER IN FRAME.

                  MERV (O.S.)
          No... no... no!

He SCREAMS.

We hear the sound of the HATCHET HITTING its target.
Merv's pleading stops.

                  TOMMY
          Now you know why charities go
          under sometimes.


INT. ICE RINK (PRESENT)

                        SHELDON
          Do we really need to hear this?
          I don't want to hear this.

                          JIMMY
          A clean cut.

                          SHELDON
          Okay, got it.

                                     (CONTINUED)

                                                         97.

CONTINUED:

                           ROY
             And then we took his head and --

                           SHELDON
             Thank you! Specifics about his
             head are superfluous at this
             point.


INT. STOKES' OFFICE - EVENING

Nora is alone in Stokes' office, rearranging cards on
the giant cork board that displays the network schedule.
She is startled to hear a deep voice behind her.

                            VOICE (O.S.)
             Where is he?

She turns around. Chick, Tobi, and Sambo are standing
there. Chick walks over to the cork board. He scans a
row of cards that all read "Smoochy."

                           NORA
                    (attitude)
             Can I help you with something?

                           CHICK
             Yeah, honey, you can help us
             with something...

He rips a Smoochy index card from the board, walks over
to her and waves it in her face.

                           CHICK
             You tell that boss of yours he
             better take care of the rhino
             problem. In my culture we honor
             deals or invite consequences.

                           NORA
             I don't know what you're talking
             about and your cologne's making
             me nauseous. Other than that,
             you're great company.

Chick looks at his boys and chuckles.

                           CHICK
             Spicy little thing, isn't she?

                                           (CONTINUED)

                                                      98.

CONTINUED:

He suddenly pulls out a switchblade and holds it to
Nora's throat.

                           CHICK
             Takashi gets that time slot. You
             hear me, girly? Tell that boss of
             yours we'll kill everyone at this
             fucking network if we have to.
             Starting with the pretty ones.

He removes the knife from her throat and hurls it toward
the bulletin board. It lands -- sticking right in the
middle of a Smoochy card.

                           CHICK
             Auf Wiedersehen, honey.

They exit.


INT. SHELDON'S PENTHOUSE - NIGHT

Nora is pacing.    Sheldon sits by the fire.

                     NORA
             It's Stokes. He's behind the
             whole thing! He cut some kind of
             deal for the Smoochy slot!

                     SHELDON
             What are you talking about?

                     NORA
             He wants you out so he can put
             Takashi in!

                     SHELDON
             Who's Takashi?

                           NORA
             Jesus, Sheldon! Don't you ever
             pick up a copy of International
             Performer? He's the hottest kid
             show host from Asia.

Sheldon's head is swimming. Suddenly the front door to
to the penthouse bursts open. Randolph, dressed like
he's about to do his old show, stumbles in waving a gun.

                                       (CONTINUED)

                                                          99.

CONTINUED:

                           RANDOLPH
             Ah! How very cozy. Like two logs
             in a little bonfire. All we need
             is a few sticks and some wienies.

He almost trips as he stumbles over to Sheldon.      He
waves the gun in his face.

                           RANDOLPH
             I had her before you! Pachyderm!
             I was in love with her! In love!
             And you snatched her away! Like
             a common thief! You're the bad
             guy! Not me! He's the bad guy,
             Nora. He's incapable of
             understanding the love we once
             had! Tender, yet passionate.
             Old-fashioned, yet experimental.
                    (cackles)
             Tell him about a few of our
             experiments, Nora! Tell him!

Sheldon looks stunned.    Nora hangs her head.

                            SHELDON
                    (to Nora)
             Is this true? Please tell me it's
             just the confused ramblings of a
             diseased mind.

She looks at him, but doesn't say anything.

                           SHELDON
             Holy mother of Toledo. When
             exactly were you planning to let
             me know about this?!

                           NORA
                    (turns to Sheldon)
             Listen, there was a time -- and
             I'm not proud of this -- but there
             was a time when I was a bit of
             a... kiddie-host groupie.

                           RANDOLPH
             You're just another action figure
             for her collection!

                           NORA
             That's not fair!

                           RANDOLPH
             Tell him about Jingle Jackson!

                                       (CONTINUED)

                                                          100.

CONTINUED:

                           SHELDON
             You dated Jingle Jackson?

                           RANDOLPH
             The bells turned her on. Hey,
             tell him about Jumbo Johnny!
             There's a tale for ya! A whale
             of a tale!

She looks down, somewhat ashamed.      A look of utter shock

comes over Sheldon.

                           SHELDON
             Oh good Lord in Heaven.

                           NORA
             Look, what I did before I met you
             is none of your business.

                            RANDOLPH
             Shut up!   Both of you! This is
             my show!

He waves the gun threateningly as he backs up to an
armchair and sits down.

                                RANDOLPH
             Do you fully understand the power
             of a condemned man? Do you? I'm
             already wanted for one murder, why
             should I give a flaming horse's
             twat if I commit two more?

                           SHELDON
             I... uh... read once that the best
             way to diffuse a tense situation
             is with a little humor. To that
             end, would you like to hear a
             funny joke?

                            RANDOLPH
                     (rolling his eyes)
             Oh, please. Go blow yourself,
             Martha.
                     (waves gun again)
             Fix me a beverage, woman. Make me
             one of those drinks that used to
             make us all warm and fuzzy before
             bouncy-bouncy time!

                           NORA
             Fix it yourself, asshole.

                                         (CONTINUED)

                                                     101.

CONTINUED:

                           RANDOLPH
                    (points to gun)
             Remember, I have Mr. Boomy.

                           SHELDON
             I'm telling you, you'd love this
             joke. It revolves around Santa
             Claus and the Easter Bunny getting
             into a fender bender.

Nora rolls her eyes and goes to the bar.

                           RANDOLPH
                    (to Sheldon)
             You know, when I lived here I used
             to have a big painting above the
             fireplace. A naked chick holding
             a pumpkin. It was very tasteful.
             No bush...

                           NORA
             Look, Randolph. We know it
             wasn't you who killed Spinner.

                           SHELDON
             We'll go to the police, first
             thing tomorrow... straighten
             everything out.

                                          RANDOLPH
             Oh!  Goody-goody gumdrops!
                    (to Nora)
             Vodka straight up is fine, sugar
             babe!

He grabs the bottle out of her hand. He rises from the
chair. He takes a CD, "PARTY TIME WITH RAINBOW
RANDOLPH," from his pocket and puts it into an
audio system on the fireplace wall.

                           RANDOLPH
             Did you put on a little weight,
             honey? That's okay, you're still
             a hot little brood mare. I bet
             you miss the sweet sting of my
             riding crop. Giddy up, pony!

The THEME SONG from his show starts to PLAY. He flicks
a switch and a spotlight goes on. He sings and dances.

                                       (CONTINUED)

                                                       102.

CONTINUED:

                     RANDOLPH
                (to tune of
                 'Ol' MacDonald)
             'Rainbow Randolph is the man.
             Yes he, yes he, is.
             He's the Prez of Rainbowland.
             Yes he, yes he, is.
             With some fun, fun here, and a
               laugh, laugh there.
             Here a dance, there a song,
             Everything is fun, fun.
             Rainbow Randolph is the King, the
               King of Rainbowland!'

Randolph takes another drink from the vodka bottle.
Sheldon suddenly lunges at Randolph and tries to grab
the gun. Randolph shrieks. The two men wrestle on the
floor, but Randolph is not much of a fighter. He
screams as Sheldon rolls him toward the fireplace.

                     SHELDON
             Is this what you want? A Hansel
             and Gretel ending?! You want to
             be the big bad wolf?

                     RANDOLPH
             Stop! It's too hot!    The heat!
             It's driving me mad!

Randolph rolls Sheldon to the bottom. Nora reaches for a
fireplace poker and whacks Randolph with it. Randolph
cries out and drops the gun. Sheldon grabs it and points
it at Randolph who lies on the floor, blubbering like a
child. He's bleeding.

                     RANDOLPH
             Go ahead, kill me! Finish me off.
             My life's over anyway. Everything
             I touch turns to shit. Put me out
             of my misery.

Sheldon slowly takes the gun away from Randolph's head.

                     SHELDON
             You're not nothing. You're
             bitter, misguided and I'm guessing
             a raging alcoholic, but you're
             still Rainbow Randolph. Despite
             everything that's happened, you
             once made children happy.

Randolph sits up and looks at Sheldon through watery
eyes.

                                        (CONTINUED)

                                                         103.

CONTINUED:

                     RANDOLPH
             Would you be my friend?

                        SHELDON
             Sure.

                           RANDOLPH
                    (to Nora)
             You too?

                              NORA
             I guess.

                           RANDOLPH
             Sorry about the brood mare stuff.

Randolph throws his arms around Sheldon and cries into
his shoulder. Sheldon pats his back. He glances down at
Randolph's gun and sees that it's a toy.

Nora pours vodka onto a small pillow she's taken from
one of the chairs. She kneels next to Randolph and blots
the gash on his head with the vodka soaked pillow.
Randolph lets out a blood curdling scream.


INT. SHELDON'S FOYER - TIGHT ON REVOLVER - SHORT WHILE
LATER

being loaded.


WIDER

Sheldon loads his gun as Randolph is curled up on the
couch like a little puppy. Nora hands him a cup of tea.

                           RANDOLPH
                    (a pitiful child)
             Thank you.

She walks over to Sheldon.

                           NORA
                    (re: gun)
             What are you doing?

Sheldon continues to load the gun.

                                        (CONTINUED)

                                                       104.

CONTINUED:

                           SHELDON
             Just making the playing field
             even. I'm tired of running this
             race with one leg.

                           NORA
             You're letting them drag you down
             to their level.

                           RANDOLPH
                    (from couch)
             She's right, Sheldon. Don't make
             the same mistakes I did. Keep
             your dignity intact.

He accidentally spills some hot tea on himself.

                           RANDOLPH
             Son-of-a-bitch!

                           SHELDON
             I appreciate everyone's concern,
             but I can take care of myself.

Nora and Randolph look at each other.

                           RANDOLPH
                    (mouthing to Nora)
             I tried.

Sheldon stuffs some extra bullets in his pocket.

                     SHELDON
                    (to Randolph)
             Okay, buddy, we have to get down
             to the Garden. You're welcome to
             stay here as long as you like.
             Just don't leave until I get
             things squared away.

Randolph gets up and walks over to him.

                                RANDOLPH
             Be careful, Sheldon. Remember
             what I told you -- you've only
             scratched the surface of this
             scummy business. You have yet to
             strike oil.

Randolph looks at him for a moment before turning to
Nora.

                                         (CONTINUED)

                                                      105.

CONTINUED:

                      RANDOLPH
             You're lucky to have a guy like
             Smoochy.

                           NORA
             You just rest, Randolph.

                     RANDOLPH
             He's the real thing. Smoochy's the
             real thing. And I've been a fraud.
             A wicked man doing wicked acts.

Sheldon slaps the cylinder into place and tucks the gun
in his waistband.

                     SHELDON
             Well, we all have our bad days.

He exits.


INT. HAWAII KAI - LATER THAT EVENING

A hula dancer performs on a tiny stage in the nightclub.
A small Hawaiian string band plays behind her. Burke
and a nervous-looking Stokes sit in a booth.

                           STOKES
             Things are getting out of hand.
             We have to cover our tracks.

                           BURKE
             Relax, everything's gonna work
             out.

                           STOKES
             Relax? They found Merv Green's
             head on the Grand Concourse!
             Excuse my concern.

                           BURKE
             Look, we can cover all the tracks
             we want, but in the end we still
             got the same problem. We gotta
             finish what we started.

                              STOKES
             God help us...

Stokes shakily takes a sip of his drink.

                                        (CONTINUED)

                                                        106.

CONTINUED:

                           BURKE
             It'll all be over tonight.
             Buggy's gonna take care of
             everything.

                           STOKES
             Buggy? Buggy Ding-Dong? The guy
             who hosted 'Buggy's Bumpy
             Railroad'?

                           STOKES
             Yeah, until he discovered the joys
             of Turkish black mule heroin. For
             the right price he'll do anything.
             It's amazing the guy's still alive.

Stokes buries his head in his hands.

                           STOKES
             I don't know, Burke... this whole
             thing...

A shadow falls across their table.    Burke looks up.

                           BURKE
             Speak of the devil. Have a seat,
             Bug.

Buggy Ding-Dong's hand ENTERS the FRAME and snubs out his
Camel. Stokes looks up.

                           STOKES
                    (attempting to
                     sound cheerful)
             Buggy. You're looking good.



ANGLE ON BUGGY

A man who looks like he would first kill you then eat you
for dinner, slides into the booth next to Stokes.

                           BURKE
             It's time we put this thing to
             rest, Frank. And the way I see
             it... the rhino's up past his
             bedtime.

Burke hands a folded envelope to Buggy who puts it into
his jacket pocket. He lights another Camel.

                                                         107.

EXT. MADISON SQUARE GARDEN - AERIAL SHOT - EVENING

"SMOOCH ON ICE -- SOLD OUT!" flashes on the electronic
marquee.


EXT. MADISON SQUARE GARDEN - ENTRANCE - CONTINUOUS
ACTION

Men, women and children flood in through the turnstiles.


INT. MADISON SQUARE GARDEN - CONTINUOUS ACTION

Ushers, costumed as Rhinettes, help people to their
seats. People mull about the concession stands which
are adorned with signs that read: "Complimentary Apple
Slices!" "Have a Salt-Free Pretzel!" "Enjoy a Soy Dog
on Smoochy!" "Fresh Squeezed O.J. -- Have a Glass!"
"Sugar Free Brownies -- They're Not as Bad as they
Sound!" "Free! Everything is Free!" "Keep Your
Wallet in Your Pocket!" "Friendship is More Important
than Money!"


INT. ANGELO'S APARTMENT - NIGHT

Angelo's place looks like a cyclone hit it. Angelo
works free from the ropes that have bound his wrists.
He has been hit over the head and is groggy as he
reaches for the phone.


INT. SHELDON'S PENTHOUSE - CONTINUOUS ACTION

A freshly showered Randolph is wearing Sheldon's robe and
has a pink towel wrapped around his head as he lounges on
the living room sofa. He's eating grapes and reading
National Geographic. The PHONE RINGS. He picks it up.

                   RANDOLPH
             (sing-songy)
          Hellooo!

We GO TO a SPLIT-SCREEN with Angelo.

                  ANGELO
          Randy, is that you?

                                       (CONTINUED)

                                                      108.

CONTINUED:

                     RANDOLPH
             Yes, Angelo, my little Twinkie,
             shouldn't you be getting ready for
             the big show?

                     ANGELO
             Listen, Buggy's been here.

                     RANDOLPH
             Buggy Double D's?   The Dong Man?

                      ANGELO
             Yeah, he lifted my backstage pass
             and he's braggin' that he's
             doing some kind of job for Burke
             Bennett.

Randolph thinks.    He suddenly looks very worried.

                     RANDOLPH
             Sheldon's in trouble.   I gotta get
             down to the Garden.

                     ANGELO
             The place is crawling with cops.
             They'll jump on you like a
             trampoline.

                     RANDOLPH
             I don't care.

He rips the towel from his head.

                     RANDOLPH
             I have to warn the rhino.


INT. MADISON SQUARE GARDEN - BASEMENT

Buggy, in his ill-fitting Rhinette costume, emerges from
the sub-basement carrying a thin suitcase. As far as
anyone's concerned, he's just another usher. He heads
for the stairwell.


INT. MADISON SQUARE GARDEN - CONTINUOUS ACTION

Every seat in the arena is occupied. The lights are
lowered. A slow rolling TYMPANY is heard. After a
moment, the Rhinettes skate out to enthusiastic applause.

                                                      109.

BACKSTAGE

Sheldon, looking very intense, stands alone in the wings.
He takes a couple of deep breaths. We TILT DOWN and see
the bulge of the revolver under his Smoochy costume.


ICE RINK

The Rhinettes have formed a line across the middle of the
rink.

                    ANNOUNCER (V.O.)
            And now... it gives us great
            pleasure to introduce America's
            favorite rhino... ladies and
            gentlemen... boys and girls...
               (dramatic pause)
            Heeeeere's Smoochy!

Smoochy skates out to thunderous applause. The entire
arena is on its feet. The Rhinettes part as Smoochy
skates through them and stops in the middle of the rink.
The applause and cheering don't stop for several moments.
One of the Rhinettes hands Smoochy a microphone.

                    SMOOCHY
            On behalf of myself, the
            Rhinettes, and the soon to be
            restored Coney Island Methadone
            Center, I thank you all for
            coming.


NETWORK BOX

Burke and Stokes roll their eyes.


BACK ON SHELDON

                    SMOOCHY
            It was my original intention that
            tonight's performance would be a
            benign mix of Smoochy songs and
            ice dancing. But as an artist, I
            believe I must convey to you, my
            fans, what I'm feeling at any
            given moment in my life. To do
            otherwise would be dishonest. Art
            is communication. It's something
            we learn and hopefully grow from.
            With that in mind... I hope you
            enjoy the show.

                                      (CONTINUED)

                                                         110.

CONTINUED:

More applause as Smoochy skates over to the Rhinettes.
They form a circle around him and slap hands in
solidarity.

                     SHELDON
             This is for Spinner.

The lights go down. A full orchestra begins to play the
overture to WAGNER's Tristen et Isolde. The lights come
up as a soprano -- a heavyset woman in a modified rhino
costume -- skates out through the fog and begins singing
the opera. Smoochy -- now wearing a peasant's frock --
skates an interpretive dance in the b.g. with a few
Rhinettes who are also dressed as peasants. A beautiful
fairy princess floats down (on filament wire) from the
rafters and takes Smoochy's hand. She skates away with
him as he waves good-bye to the Rhinettes.


HIGH ANGLE

LOOKING DOWN AT the opera. The CAMERA PANS OVER TO the
catwalk high above the rink.


CATWALK

Buggy Ding-Dong, still in his Rhinette costume, settles
into his assassin's roost. He begins to assemble the
rifle and check the scope.


EXT. MADISON SQUARE GARDEN - FEW MINUTES LATER

Randolph emerges from a cab and runs through the crowd
outside the Garden. A few people recognize him.

                     MAN
             It's Rainbow Randolph!   Someone
             stop him!

Randolph finds a side exit and slips into the arena.


INT. MADISON SQUARE GARDEN - FEW MINUTES LATER

The "Opera on Ice" continues. The soprano continues
singing as Smoochy reenacts the incidents of his recent
life. The fairy princess brings Smoochy to a room with a
gleaming white desk. Smoochy takes a seat behind the
desk. The fairy princess places a crown on his head,
bids him good-bye, and floats away. Smoochy sits proudly
in his new world.

                                        (CONTINUED)

                                                        111.

CONTINUED:

Suddenly, Rhinettes dressed as devils glide in and skate
in a circle around the desk. They throw money at Smoochy.
He jumps up and skates away, but the Rhinette devils
pursue him with daggers. The music from the orchestra
intensifies as the drama plays out.


NETWORK BOX

Nora continues to watch the opera, totally entranced.
Stokes and Burke look a little on edge. Burke glances at
his watch.


CATWALK

Buggy finishes loading the rifle. He shines the barrel
with his sleeve and looks through the scope as Smoochy
and company continue to perform below.


POV THROUGH RIFLE SCOPE

Atmospheric fog created by the smoke machine is so thick
that Buggy has difficulty FINDING Sheldon THROUGH the
cross-hairs. Occasionally, Smoochy skates through a hole
in the clouds only to disappear again. BUGGY CURSES in
frustration.


ARENA

Randolph pushes his way past Garden security and runs
toward the rink. Several cops working the event spot
him. A few spectators scream in horror.


ICE RINK

The soprano's mournful aria reaches its crescendo as
Smoochy is now pursued by Rhinettes dressed as Nazis.
They hold signs with words like "SCANDAL" and "SHAME."
Smoochy skates to a section of the rink resembling
Chinatown where he lands over a fallen "Moochy." He
cradles Moochy's head in his arms as the Nazis glide past
him and disappear into the fog.


NETWORK BOX

Nora wipes a tear from her eye as she watches the tragedy
play out. Burke and Stokes glance skyward. Nora notices
this.

                                                         112.

RINK'S EDGE

Randolph reaches the rink as cops push their way toward
him.

                     RANDOLPH
             Sheldon!!!

But Sheldon can't hear over the orchestra.   The soprano
hits a high note.


CATWALK

Buggy aims the rifle.


POV THROUGH RIFLE SCOPE

Smoochy glides THROUGH the cross-hairs followed by a
Rhinette.


TIGHT ON BUGGY'S FINGER

as he quickly squeezes off a SHOT.


RINK

The MUFFLED sound of GUNSHOT is absorbed by the intense
music. A wounded Rhinette falls to the ice, but no one
notices. Smoochy, oblivious, continues to skate toward
the "gates of heaven" with the angel Moochy. Giant white
gates slowly swing open at the rink's far end as floating
angels open their arms to welcome Moochy.


OUTER RINK

Randolph runs around the rink's perimeter, trying to get
Sheldon's attention. Cops and security push their way
towards Randolph. He suddenly notices the felled
Rhinette on the ice and looks skyward. He can make out
a rifle barrel protruding from the catwalk.


NETWORK BOX

Stokes and Burke notice a commotion in the audience.
They now see Randolph running through the crowd on his
way to the stairwell.

                                     (CONTINUED)

                                                        113.

CONTINUED:

                     STOKES
                (whispering to Burke)
             What's he doing here?! He's going
             to screw everything up!

Nora notices the distressed look on their faces and
follows their gaze to the rafters. She now sees the
rifle barrel.


ANGLE - NORA

jumps to her feet.      FAST PUSH IN TO Nora's mouth.

                     NORA
                (screaming)
             Sheldon!!!

She starts to climb out of the box but Burke stops her.

                       BURKE
             Nora...

                     NORA
             You're in on this, aren't you!
             You sold him out! You fucking
             snake!

Stokes tries to put his arm around her.

                     STOKES
             Nora, please. It's not what you
             think. I'm grooming you. You're
             going to run the division one
             day...

She pushes him. He goes down hard. She starts to climb
out of the box. Burke tries to grab her, but she spins
around and punches him. She runs for the rink.

Stokes stands in the box looking dumbstruck as pande-
monium plays out around him. People are running in all
directions, cops are everywhere.

                     STOKES
                (frightened; to Burke)
             What now? What do we do now?!

                     BURKE
             Survival of the fittest!

Burke runs off through the panicked crowd. Stokes looks
around and heads off in the opposite direction.

                                                      114.

OUTSIDE RINK

Tommy and her boys notice the commotion in the audience.
They see cops pursuing someone. They realize it's
Randolph. Tommy, Jimmy and Sammy take off after him.


CATWALK

Buggy, in position again, looks through the rifle scope.


POV THROUGH RIFLE SCOPE

As the soprano reaches for an impossibly high note, the
fog dissipates slightly and Smoochy's foam rubber head
COMES perfectly INTO VIEW.


BUGGY

smiles.


RINK'S EDGE

Nora screams.

                  NORA
          Sheldon!!! Get down!!!


CLOSE ON BUGGY'S FINGER

He's about to squeeze the trigger.


CATWALK

Randolph reaches the catwalk as the orchestra plays a
dramatic series of smashing notes. He tackles Buggy just
as he squeezes off the SHOT.


RINK

The top of Smoochy's foam rubber head is blown off. In
SLOW MOTION, Smoochy's tattered horn sails through the
air and lands softly on the ice.


WIDE

Everyone in the arena screams and heads for the exits.
It's pandemonium. Thanks to Randolph, Buggy's shot was
too high and just missed Sheldon's skull.

                                     (CONTINUED)

                                                         115.

CONTINUED:

A confused Sheldon bends over to pick up a chunk of the
Smoochy head.

Nora, who's entered at the opposite end of the rink,
tries to reach him, but it's impossible. Panicked
audience members run across the rink, heading for the
exits. It's chaos. People slip, Rhinettes get trampled.


CATWALK

Randolph tries to get the rifle away from Buggy. They
struggle on a narrow beam high above the rink. The cops
have reached the outer edge of the catwalk now. Tommy
and the boys get there a second later. They all stand
back -- the catwalk is too unstable.

                     RANDOLPH
             Give me that gun, you fucking
             wacked-out freak!

Buggy manages to shove Randolph off him. He raises the
RIFLE and SHOOTS at the cops. Randolph grabs him. Both
he and Buggy lose their footing and slip from the
catwalk. Randolph is able to grab onto the edge and hold
on. Buggy clutches Randolph's leg which threatens to
bring them both down. They dangle 80 feet above the
rink. Randolph desperately tries to hold onto the
catwalk as Buggy clings to Randolph's ankle.


CLOSE ON RANDOLPH'S FINGERS

His knuckles turn white as his fingers start to slip from
the beam.


ANGLE ON BUGGY

Still clutching Randolph's ankle, he starts to lose his
grip. He desperately grabs Randolph's foot, but
Randolph's shoe slips off and Buggy begins his long
plunge to the next life.


INT. RINK - HIGH OVERHEAD SHOT

Buggy screams the whole way down, still holding onto
Randolph's shoe.


RINK

Buggy crashes into the middle of the rink, cob-webbing
the ice around him.

                                                        116.

CATWALK

Tommy and his boys runs off to find Sheldon. The COPS
help Randolph off the catwalk. He's a nervous wreck.

                  COP #1
          You okay?

                  RANDOLPH
          I don't know. I'm kind of fucked
          up in general, so it's hard to
          gauge.

They pat the dazed Randolph on the back.   He passes out.


RINK

People continue to run through the rink. Felled
Rhinettes litter the ice like broken dolls. Smoke fills
the air. Sheldon is helping a random woman to her feet
as Nora finally reaches him. She embraces him.

                  NORA
          Burke's with Stokes.   He's been in
          it all along.

Sheldon looks toward the network box. Beyond it, through
the smoke, he sees Burke shoving his way through people
who jam the exit trying to escape. Sheldon reaches into
his costume and pulls out his gun.

                  NORA
          No, Sheldon, don't!

Sheldon runs off leaving Nora.


EXIT

Burke is almost through the cluster of people. He
glances over his shoulder and sees Sheldon heading
toward him. He shoves even harder now and finally
gets through.


EXT. MADISON SQUARE GARDEN - CONTINUOUS ACTION

Burke makes a run for it down 33rd Street. A moment
later, Sheldon emerges from the building. He sees Burke
in the distance and takes off after him. He's still in
his skates and wearing the partially-blown-off Smoochy
head.

                                                        117.

FURTHER DOWN STREET

Burke looks behind and sees the nightmarish image of a
disfigured Smoochy chasing after him. He quickly rounds
the corner.


EXT. STREET

A few moments later Sheldon rounds the corner. He looks
down the street and sees no sign of Burke. He notices an
alley by an abandoned building.


EXT. ALLEY - CONTINUOUS ACTION

Sheldon walks slowly into the alley, gun drawn.
Suddenly, Burke jumps out from behind some boxes. He
whacks Sheldon's head with a garbage can lid. The gun
goes flying. Burke goes for it, but Sheldon is quickly
on his feet and pounces on him. The two men fight it
out. Burke manages to get on top of Sheldon and starts
to strangle him.

                        BURKE
          You fucking point a gun at me? A
          gun I gave you as a gift?! Where's
          your fucking etiquette?

Just as Sheldon begins to lose consciousness, we hear a
GUNSHOT. Burke looks up. Nora stands there, pointing
Sheldon's gun directly at him.

                           NORA
          Let him go.

Burke just looks at her.

                        NORA
          Now. Before I pump one in that
          Grecian Formula scalp of yours.

Burke smirks as he releases Sheldon. Sheldon jumps up
and takes the gun from Nora. He shakily points it at
Burke.

                  BURKE
          You know something, kid? You've
          turned out to be an incredible
          pain in the ass.

Burke slowly stands up, brushing off his suit.

                             SHELDON
          You were behind the Spinner hit,
          weren't you?

                                     (CONTINUED)

                                                        118.

CONTINUED:

                     BURKE
             That was a tragic mistake.
                    (shakes head sadly)
             If only one could turn back time...
                    (beat)
             But what the hell, it's just one
             less mick in the world.

He laughs.

                           NORA
             You son-of-a-bitch.

Sheldon cocks the gun.

                     BURKE
             Oh my. What are you gonna do?
             Kill me? That wouldn't be very
             Smoochy-like behavior.

                      SHELDON
             You're right. There's just one
             thing...

Sheldon tears off the remains of his tattered costume and
steps out of it.

                     SHELDON
             I'm not Smoochy.

Sheldon is shaking as he extends the gun to Burke's head.

                     SHELDON
             I finally realized we're living in
             a different jungle.

Burke suddenly looks fearful, as does Nora.

                             NORA
             No, Sheldon.

Sheldon closes his eyes as he tries to summon up the
courage to pull the trigger.

                             NORA
             Sheldon!

Suddenly, there's a voice from behind.

                           VOICE (O.S.)
             Don't do it, Shel.

Sheldon turns around.       It's Tommy and her boys.

                                          (CONTINUED)

                                                     119.

CONTINUED:

                     SHELDON
                (sternly)
             Stay out of it, Tommy.   This is my
             business.

Tommy walks closer to Sheldon.

                     TOMMY
             No more killin', Shel. Enough's
             enough. Don't destroy who you are
             for this piece of shit. You mean
             something to the kids. Don't take
             Smoochy away from the kids.

Tommy extends her hand for the gun. Sheldon looks down
at the gun. He can't believe he's even holding it. He
hands it to Tommy.

                           SHELDON
             I don't know how I got pushed this
             far.

                           TOMMY
             You're only human, Shel. The
             important thing is... you never
             went over the cliff. You're a
             good boy. For some of us... it's
             too late.

Tommy pats Sheldon's shoulder affectionately.

                     TOMMY
             We'll take it from here, kid, you
             run along with your girl. Get on
             with your life.

Sheldon looks over at Burke, who's petrified.

                           SHELDON
             Tommy, you're not going to --

                           TOMMY
             Don't worry. Sometimes even a
             rat deserves a little mercy.

Sheldon and Nora take a final look at Burke before
walking out of the alley. Burke is wide-eyed with fear
as Tommy's boys advance on him. Just as they round the
corner there is the sound of TWO GUNSHOTS. Sheldon looks
at Nora.

                             NORA
             Bus backfire.

She pats him on the back.

                                                          120.

EXT. MADISON SQUARE GARDEN - CONTINUOUS ACTION

Stokes finally makes it out of the arena. He runs toward
his waiting limo and hops in the back seat. He barks to
his driver through the glass partition.

                  STOKES
          Get out of here!

The car doesn't move.   Stokes pounds on the partition.

                  STOKES
          Move this thing!

No response. Stokes frantically pushes the button that
lowers the partition. It slides down.

                  STOKES
          Are you deaf?! I said --

The driver turns around. Stokes recoils in horror. It's
Takashi. He smiles as the back doors open and the
Japanese thugs -- Chick, Sambo and Tobi -- pile in with
Stokes. They slam the doors shut.

                  CHICK
          I wish I could tell you it'll be
          quick and painless, Frank, but you
          know how these things go...

Stokes lets out a small whimper. Chick nods to Takashi
who steps on the gas as he sings "Anything Goes" in
Japanese.


EXT. TH AVENUE - CONTINUOUS ACTION

The car heads into the night, passing Sheldon and Nora,
who have exited the alley. This will be Frank Stokes'
final limo ride.


EXT. STREET - CONTINUOUS ACTION

Sheldon and Nora pause on the street.    Sheldon looks
around him.

                        SHELDON
          You know, a little grime here and
          there doesn't change the fact...
          it's still a beautiful city.

He looks at Nora.

                                        (CONTINUED)

                                                             121.

CONTINUED:

                     NORA
             Let's go home, Smoochy.    Show's
             over.

Sheldon gazes back at her.

                     SHELDON
             No it's not. It's just beginning.

They kiss passionately as MUSIC SWELLS and the CAMERA
CRANES HIGH ABOVE the rink.

                                                 FADE OUT.


FADE UP ON:


INT. MADISON SQUARE GARDEN - ONE YEAR LATER

SUPERIMPOSE:    ONE YEAR LATER

The Garden is sold out.    The lights go down.    Through the
P.A. we hear...

                     ANNOUNCER (V.O.)
             And now... it gives us great
             pleasure to introduce America's
             favorite rhino... ladies and
             gentlemen... boys and girls...

There's a dramatic pause; TYMPANY ROLL.

                     ANNOUNCER (V.O.)
             Heeeeeere's Smoochy!

Smoochy skates out to thunderous applause.

                     ANNOUNCER (V.O.)
             With his partner and comrade...
             the one, the only... Rainbow
             Randolph!

Randolph skates out, somewhat shakily, to huge applause.
Sheldon puts his arm around him. The audience is now on
their feet. Randolph especially basks in the adulation.

                     ANNOUNCER (V.O.)
             All proceeds from tonight's
             performance, will benefit the
             Rainbow Randolph Center for
             Alcoholism and Delusional
             Behavior.

                                         (CONTINUED)

                                                     122.

CONTINUED:

Sheldon pats Randolph on the back. MUSIC BEGINS as
Rhinettes and Krinkle Kids skate out. The show starts
and the audience goes wild. Nora smiles from the stands
as Smoochy and the others glide across the ice. (SMOOCHY
/RANDOLPH DUET TO COME.)


                                    FADE OUT.




                        THE END